Television Eighteen India Limited

BOARD OF DIRECTORS

MANOJ MOHANKA CHAIRMAN RAGHAV BAHL MANAGING DIRECTOR SANJAY RAY CHAUDHURI WHOLE TIME DIRECTOR HARI S. BHARTIA DIRECTOR SUBHASH BAHL DIRECTOR VANDANA MALIK DIRECTOR

CHIEF EXECUTIVE OFFICER HARESH CHAWLA

CHIEF FINANCIAL OFFICER R.D.S. BAWA

SENIOR VP-CORPORATE AFFAIRS & COMPANY SECRETARY ANIL SRIVASTAVA

AUDITORS DELOITTE HASKINS & SELLS CHARTERED ACCOUNTANTS

BANKERS Andhra Bank Bank of India Icici Bank Ltd. Ing Vysya Bank Ltd Kotak Mahindra Bank Ltd. Standard Chartered Bank State Bank of India Yes Bank Ltd. CONTENTS Page No. Notice...... 2 REGISTERED OFFICE 503, 504 & 507, 5th Floor, Directors’ Report...... 3 Mercantile House, 15 Corporate Governance Report...... 22 Kasturba Gandhi Marg, Auditors’ Report...... 31 New Delhi 110001. Balance Sheet...... 33 CORPORATE OFFICE Profit & Loss Account...... 34 Express Trade Tower Cash Flow...... 35 Plot No. 15 & 16, Sector 16A, Schedules...... 36 Noida, U.P. -201 301. Consolidated TV 18 REGISTRAR & SHARE TRANSFER AGENTS Auditors’ Report...... 80 Karvy Computershare (P) Ltd. Balance Sheet...... 81 Plot No. 17-24, Vithal Rao Nagar, Profit & Loss Account...... 82 Madhapur, Hyderabad-500 081 Cash Flow...... 83 Schedules...... 84

1 Television Eighteen India Limited

NOTICE Notice is hereby given that the Seventeenth Annual General Company during working hours between 10.00 A.M. to 1.00 Meeting of the Members of TELEVISION EIGHTEEN INDIA P.M. except holidays upto the date of the Meeting. th LIMITED will be held at 11.00 A.M. on Tuesday, the 27 day of 9. Members are requested to: July 2010 at MPCU Shah Auditorium, Mahatma Gandhi Sanskritik a. Intimate the Company, changes, if any, in their registered Kendra, 2, Raj Nivas Marg, Shree Gujarati Samaj Marg, Delhi – addresses at an early date for shares held in physical 110 054. form. For shares held in electronic form, changes, if any, may please be communicated to respective DPs. ORDINARY BUSINESS b. Quote ledger folio numbers/DP ID and Clint ID number 1. Adoption of Annual Accounts: in all their correspondence. To receive, consider and adopt the Balance Sheet as at March 31, 2010 the Profit and Loss Account for the year ended on c. Members who hold shares in physical form in multiple that date and the Reports of the Directors and the Auditors folios in identical names or joint accounts in the same thereon. order of names are requested to send the shares certificates to the Company’s Registrar and Transfer 2. Re-appointment of Ms. Subhash Bahl: Agents, M/s Karvy Computershares Private Limited, for To appoint a Director in place of Ms. Subhash Bahl, who consolidation into a single folio. retires by rotation and being eligible, offers herself for re- appointment. d. Brings with them at the meeting duly filled Attendance Slips for attending the meeting. 3. Appointment of Statutory Auditors: To appoint M/s. Deloitte Haskins & Sells, Chartered 10. Members are desirous of making a nomination in respect Accountants as Statutory Auditors of the Company to hold of their shareholding in the Company, as permitted under office from the conclusion of this Annual General Meeting until Section 109A of the Companies Act, 1956, are requested to the conclusion of next Annual General Meeting and to fix their write to the Company’s Registrar in the prescribed form. remuneration. 11. For any investor-related queries, communication may be sent by e-mail at investors.tv18@network18online.com By order of the Board 12. The details of the Stock Exchanges, on which the securities For Television Eighteen India Limited of the Company are listed, are given separately in this Annual Report. Place : Noida Sd/- 13. Any query related to the accounts may be sent at the Date : May 28, 2010 Anil Srivastava Registered Office of the Company at least 10 days before Senior VP-Corporate Affairs & the date of the Meeting. Company Secretary NOTES 14. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE the unpaid/ unclaimed dividends which have remained uncla- ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT imed for a period of seven years to the Investors Education A PROXY TO ATTEND AND VOTE AND THE PROXY and Protection Fund (IEPF)established by the Central Govt. NEED NOT BE A MEMBER OF THE COMPANY. A blank Proxy Form is enclosed with this notice and if intended to be 15. Members wishing to claim dividends, which remain used, the form duly completed should be deposited at the unclaimed for the earlier years are requested to seek issue of Registered Office of the Company not less than forty-eight duplicate warrant(s) by writing to the Company’s Registrars hours before the commencement of the Meeting. and Transfer Agents, M/s Karvy Computershare Private Limited, immediately. Members are requested to note that 2. Members/ Proxy are requested to bring a copy of this notice the dividends not encashed or claimed within seven years as no copies will be made available at the meeting. Under from the date they first became due for payment, then such no circumstances, photocopies of the admission slip will be amount will be transfer the Investors Education and Protection allowed for admission to the Auditorium. Those members Fund (IEPF) established by the Central Government and no who do not receive copies of Annual Report can collect payment shall be made in respect of any such claims. their copies from the Corporate/ Registered Office of the Company. 16. The Company has received the Central Government approval for not attaching the Balance Sheet, Profit & Loss 3. Corporate Members are requested to send a duly certified Account, Director’s Report and Auditor’s Report of the copy of the Board resolution/ Power of Attorney authorizing subsidiary companies vide its letter dated May 14, 2010. their representative to attend and vote at the Meeting. Accordingly, the said documents are not being attached with 4. Members who hold shares in electronic mode are requested the Balance Sheet of the Company. The Annual Accounts of to write their Client ID and DP ID and those who hold shares the subsidiary Companies are available for inspection by any in physical form are requested to write their Folio Number in members/investors and the Company will make available the Attendance Slip for attending the Meeting. these documents/details upon request by any Members of 5. In case of joint holders attending the Meeting, only such joint the Company or its subsidiaries interested in obtaining the holder who is higher in the order of names will be entitled to same. However, the financial data of the subsidiaries has vote. been furnished alongwith the statement pursuant to Section 6. The Registers of Members will be closed from Wednesday, 212 of the Companies Acts, 1956 forming part of the Annual the 21st day of July, 2010 to Tuesday, the 27th day of Report. July, 2010 (both days inclusive). The transfer Books of the By order of the Board Company will also remain closed for the aforesaid period. For Television Eighteen India Limited 7. The Register of Directors’ Shareholding, maintained under Place : Noida Sd/- section 307 of the Companies Act, 1956, will be available for Date : May 28, 2010 Anil Srivastava inspection by the members at the Annual General Meeting. Senior VP-Corporate Affairs & 8. All documents referred to in the accompanying notice Company Secretary are available for inspection at the Registered Office of the

2 Television Eighteen India Limited

DIRECTORS’ REPORT Dear Members,

Your Directors have pleasure in presenting you the 17th Annual share capital of the Company comprising of 20,00,00,000 equity Report together with the Audited Accounts of Television Eighteen shares of Rs. 5 per share and 5,00,000 preference shares of India Limited (hereinafter referred to as “Company” or “TV18”) for the Rs 100 each aggregrating to Rs. 1,050,000,000, to 210,000,000 Financial Year ended March 31, 2010. equity shares of Rs. 5 each aggregating to Rs. 1,050,000,000 and for increasing the authorised share capital of the Company FINANCIAL PERFORMANCE from Rs 1,050,000,000 (comprising 210,000,000 equity shares The summarized financial figures on a standalone basis of your of Rs 5 each) to Rs 2,050,000,000 (comprising 410,000,000 Company for the year ended March 31, 2010 are as follows: equity shares of Rs 5 each). The result of the postal ballot was (Rs. In Crores) announced on 22 June, 2009 whereby the aforesaid resolutions Particulars Financial Financial were duly approved by the shareholders of the Company. Year ended Year ended • Increase in the Paid up Share Capital March 31, 2010 March 31, 2009 o During the current year the Company has made a rights issue Profit before interest & depreciation 98.95 132.44 of 60,007,121 equity shares of Rs. 5 each at a premium of Interest 109.18 108.66 Rs. 79 per share aggregating to Rs. 50,405.98 lakhs to the Depreciation 17.19 18.96 existing shareholders of the Company. The rights issue Net operating profit before tax (27.41) 4.82 opened on 29 September, 2009 and closed on 14 October, Provision for taxes/deferred tax 5.06 (15.00) 2009. Pursuant to the approval dated 26 October, 2009 Net Profit / (loss) after tax (32.48) 19.82 of the Right Issue Committee, the Company has allotted 60,007,121 partly paid equity shares of Rs. 5 each at the OPERATIONS premium of Rs. 79 per share. The Company had called Rs. During the year under review, the Company achieved a turnover 21.00 per share on application and Rs. 29.40 per share and of Rs. 276.91 (Previous Year Rs. 287.71 crores) and EBDIT of Rs. Rs. 33.60 per share were called on first call and final call, 98.95 (Previous Year Rs. 132.44 crores). respectively on the allotted shares. The rights issue resulted Your Company is a full-fledged Indian broadcaster with properties in an increase in the equity share capital by Rs. 2,940.16 like CNBC-TV18 and CNBC-Awaaz alongwith two regular revenue lakhs and securities premium by Rs. 46,454.50 lakhs. As streams – ‘commercial advertising’ and ‘cable subscriptions’. The on 31 March, 2010, there are partly paid 1979148 shares in operations of the Company are discussed in detail in ‘Management respect of which calls are in arrears. Discussion and Analysis Report’ forming part of the Annual Report in o During the year ended 31 March, 2010, the Company has accordance with Clause 49 of the Listing Agreement. allotted 1,351,876 equity shares of Rs. 5 each on account of The audited consolidated financial statements for the financial year exercise of ESOPs by the employees of the Company under ended March 31, 2010 form part of the Annual Report. various ESOP schemes.

DEPOSITS DIRECTORS Your Company’s Fixed Deposits Scheme launched in terms of With profound grief and sorrow we inform you that Mr. G. K. Arora, Section 58A of the Companies Act, 1956 is performing incredibly who was the Chairman and Non- Executive Independent Director well since its inception and as on March 31, 2010 the Fixed Deposits of the Company expired on November 5, 2009. We sincerely place of the Company stood at Rs. 1,770,733,557/- on record his contribution to the growth of the Company during his tenure. Your Company has sent reminders to 569 deposit holders, who have not claimed repayment of their fixed deposits which became due as Ms. Subhash Bahl, Director of the Company retires by rotation at the on March 31, 2010, amounting to Rs. 19,792,000/-. ensuing Annual General Meeting and being eligible, offers herself for There was no failure in repayment of Fixed Deposits on the maturity being re-appointed as Director of the Company. The relevant details and the interest due thereon by the Company. of the Directors proposed to be re-appointed are provided in the Corporate Governance Report forming part of the Annual Report. CHANGE OF REGISTERD OFFICE DIRECTORS’ RESPONSIBILITY STATEMENT As approved by the Board of Directors of the Company, the registered office of the Company was shifted from 601, 6th Floor, Commercial Pursuant to the provision of Section 217 (2AA) of the Companies Tower, Hotel Le- Meridien, Raisina Road, New Delhi 110 001 Act, 1956 as amended, your Directors confirm: to 503, 504 & 507, 5th Floor, ‘Mercantile House’, 15, Kasturba i) that in the preparation of the annual accounts for the financial Gandhi Marg, New Delhi 110 001 w.e.f. May 10, 2010. year ended March 31, 2010, the applicable Accounting Standards have been followed; INCREASE IN AUTHORISED AND PAID-UP SHARE CAPITAL OF ii) that the Directors have selected such accounting policies and THE COMPANY applied them consistently and made judgments and estimates During the year under review the Authorised and Paid up share capital that are reasonable and prudent so as to give a true and fair of the Company has been increased in the following manner: view of the state of affairs of the Company at the end of the • Increase in the Authorised Share capital financial year and of profit or loss of the Company for the year The Company had given a postal ballot notice dated 13 May, under review; 2009 to its shareholders pursuant to Section 192A of the iii) that the Directors have taken proper and sufficient care for Companies Act, 1956 for reclassification of the authorised maintenance of adequate accounting records in accordance with

3 Television Eighteen India Limited

the provisions of the Companies Act, 1956 for safeguarding the the Board of Directors) Rules, 1988, the following information is assets of the Company and for preventing and detecting fraud provided: and other irregularities; iv) that the Directors have prepared the accounts for the financial A. Conservation of Energy year ended March 31, 2010 on a ‘going concern’ basis. Your Company is not an energy intensive unit, however regular efforts are made to conserve energy your Company’s editing MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT facilities, studios, offices etc. Management’s Discussion and Analysis Report in terms of Clause 49 of the Listing Agreement is attached as Annexure – I to this report B. Research and Development and forms the part of the Annual Report. The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and PARTICULARS OF SUBSIDIARIES REQUIRED UNDER SECTION productivity of its programmes. 212 OF THE COMPANIES ACT, 1956 A statement of your Company’s interest in it’s Subsidiary Companies C. Foreign Exchange Earnings and Outgo is attached as Annexure – II to the Directors’ Report in terms of the Disclosure of foreign exchange earnings and outgo as required provisions of Section 212 of the Companies Act, 1956. under Rule 2(C) is given in Schedule No. 16 “Notes on Accounts” Ministry of Corporate Affairs, Government of India vide order no. forming part of the Audited Annual Accounts. 47/ 401/ 2010- CL--III dated May 14, 2010 has granted exemption under section 212(8) of the Companies Act, 1956 from attaching EMPLOYEE STOCK OPTION AND STOCK PURCHASE PLAN the Director’s Report, Balance Sheet, Profit & Loss Account and the Your Company has always believed in rewarding its employees Report of Auditors of the Subsidiary Companies with the Balance for their continuous hard work, dedication and support. To this end Sheet of the Company. Financial information of the Subsidiary the Company has instituted various ESOP Schemes for rewarding Companies, as required under the said order, is disclosed in this the hard work and dedication put in by its employees and also, to Annual Report. The Annual Accounts of the subsidiary companies attract new talent. The details of ESOP’s in compliance with SEBI will also be kept for inspection by any shareholder at its Registered (Employees Stock Option and Employees Stock Purchase Scheme) Office. The Company shall also furnish a hard copy of details of Guidelines, 1999 are given in annexure III of this report. accounts of subsidiaries to any shareholder on demand. PARTICULARS OF EMPLOYEES AUDITORS & AUDITORS’ REPORT The names and other particulars of employees as required under The term of M/s. Deloitte Haskins & Sells, Chartered Accountants the Section 217(2A) of the Companies Act, 1956, read with the Statutory Auditors of your Company expires at the ensuing Annual Companies (Particulars of Employees) Rules, 1975 are set out as General Meeting. The Company has received a certificate from annexure IV to the Director’s Report. In terms of the provisions of them pursuant to the effect that their appointment, if made, would be Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report within the prescribed limit as mentioned under Section 224 (1B) of excluding the aforesaid annexure is being sent out to the members the Companies Act, 1956. They are also not otherwise disqualified and others entitled to receive the Annual Report of the Company. within the meaning of Section 226(3) of the Companies Act, 1956. However any member who is interested in obtaining such information Your Board has duly examined the Report by the Statutory Auditor’s may send a written request for the same, addressed to the Company of the Company for the financial year ended March 31, 2010. The Secretary of the Company at the Registered Office of the Company. Notes on Accounts as presented in this Annual Report are self explanatory in this regard and hence do not call for any further Listing of Shares clarification. The names and addresses of the Stock Exchanges where the Company’s shares are listed are given below: CORPORATE GOVERNANCE REPORT a) Bombay Stock Exchange Limited, Mumbai, 1st Floor, Phiroze A detailed report on the Corporate Governance system and practices Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. of the Company is given in a separate section in the annual report b) National Stock Exchange of India Limited, “Exchange Plaza”, 5th along with a Certificate from the Practicing Company Secretary Floor, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051. confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement. ACKNOWLEDGEMENT Your Directors take this opportunity to place on record their ‘GROUP’ AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE sincere appreciation for the unstinted support and efforts made by TRADE PRACTICES ACT, 1956 all the employees of the Company, bankers, various Government Pursuant to intimation received from Promoter(s) the names of departments and last but not the least, the shareholders of the Corporate(s) entities consisting the ‘Group’ as defined under Company, towards conducting of efficient operations of your the Monopolies and Restrictive Trade Practices Act, 1969 for Company. the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is disclosed in a separate section in For and on behalf of the Board the Annual Report. Sd/- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Place : Noida (Manoj Mohanka) AND FOREIGN EXCHANGE AND EARNINGS AND OUTGO Date : May 28, 2010 Chairman Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of

4 Television Eighteen India Limited

Annexure - I MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS across the value chain. Many digital platforms, ranging from digital The Indian media & entertainment industry, as a whole, has been cable, DTH, IPTV to digitization of films, print and online sales of estimated to be approximately INR 587 billion as in 2009. According music have come into existence. DTH is leading the digitization to industry reviews and reports this sector has shown a CAGR of wave in India, with approximately 30 million subscribers projected 10% during 2006-2009 and is forecast to grow at a CAGR of 13% by the end of 2010. With the increase in DTH, mobile & broadband over the next 5 years. The growth in media & entertainment has penetration and the expected 3G roll out, the market for other digital primarily been aided by India’s rapid economic growth amongst distribution platforms such as VoD, Pay Per View, Online streaming other factors. India’s Gross Domestic Product (GDP) grew by almost and downloads is likely to improve considerably. Convergence of 7% in fiscal 2009 (Source: Economic Survey 2008-2009, RBI). content across “screens” – TV, computer and mobile is a direct result of the digitization revolution. Consumers as well as content M&E Industry 2009 2014P CAGR CAGR providers have ensured that the same content is increasingly (INR Billion) (2006-09) (2009-14) deployed across platforms available to consumers at the time and Television 257 521 12% 15% place of their convenience. Whether its e-papers or online streaming of shows or mobile based applications, all content is now available Print 175 269 8% 9% at a click across devices. “My time” is the new primetime. Films 89 137 5% 9% • Growth of the Indian Consumption Story – Significant increase Animation 20 47 18% 19% in private domestic consumption accompanied with a shift of the share of wallet from essentials, such as food, clothing and shelter Outdoor 14 24 5% 12% to discretionary items such as recreation, education, healthcare Music 8 17 2% 16% etc. has been the key macro-economic theme in India over the last Radio 8 16 9% 16% few years. This is largely a result of 2 factors – (a) the favorable demographic composition of the nation, commonly termed as the Gaming 8 32 38% 32% “Demographic Dividend”, which essentially means that a large Internet 8 29 56% 30% proportion of the country’s populace is young and in the working Total Size 587 1091 10% 13% age group, thus allowing for greater consumption upside and (b) rapid economic growth which has corresponded with the influx of (Source: FICCI-KPMG Report 2010) foreign capital and brands as well as stronger integration with the Television, Print and Films are by far the largest segments of the global socio-economic environment. The above factors have led to media & entertainment industry today and as per industry reports the emergence of an ever increasing large consuming class, with will continue to remain dominant over the next 5 years. Internet rising disposable incomes, which is globally aware and acquisitive segment has exhibited the fastest growth during the period 2006-09 in nature. This consuming class is highly “brand aware” and willing and is projected to be the second fastest growing segment going to spend money on goods and services of “value”. forward. Television and Print segments derive revenues from both • Subscription led revenue models - Traditionally, advertising Advertising and Subscription whereas Outdoor and Radio only have revenues have had a strong hold in the M&E industry, but an Advertising revenue stream. Films have a diversified revenue increasingly, subscription revenues are becoming important with mix including theatrical ticket sales, home video, cable, satellite & consumers paying for media services. The media business models DTH rights sales and other ancillary revenues. Animation & Gaming in India are undergoing a change with audiences becoming more industries in India rely on outsourcing and domestic sales, whereas willing to pay for content and value added services. Technology Music generates revenues from sale of songs across digital & has brought about convenience and offered superior quality to physical media and broadcast & public performance licensing rights. consumers who have responded positively. The growth in ticket Internet as an industry is evolving and companies are experimenting prices of movies at multiplexes, increasing number of Pay-TV with different revenue models – advertising, subscription, transaction subscribers, increasing penetration of DTH with its user-friendly (revenues in the table above however include only advertising interface and technology, and introduction of Value Added revenues for Internet) Services (VAS) by telecom players are some examples of pay markets gaining importance. OPPORTUNITIES AND GROWTH DRIVERS • Increasing importance of regional markets – No longer can Media and Entertainment Industry media owners apply the “single content for all audience” strategy. The Media and Entertainment Industry has shown structural shift due From providing regional versions or feeds of national media to digitization leading to convergence with consumers increasingly brands to launching local content driven titles and channels, taking control of their media consumption. Knowledge of evolving regionalization and localization have been growing rapidly across consumption trends is a critical success factor in this scenario. media. The regional film, music and print industries have always The more one understands the habits of customers, the greater been a large part of the media milieu and their importance has only opportunities will be there to meet their information and entertainment grown in the last few years, extending now to television and slowly requirements and generate revenues. The impact of digitization to the web. This has been caused by the percolation of media has been wide-spread and deep-rooted across all segments of the consumption in cities apart from the large metros and the gradual Media and Entertainment industry both globally and in India. The increase in income & awareness levels in Tier 2 & Tier 3 cities. companies that have embraced this change as opportunity and From the launch of regional newspapers to city & region/language adapted and evolved as a result have shown tremendous growth based channels to special shows, this trend is spurring growth in whereas those resisting the change have perished. This section multiple ways. highlights the dynamics in which the industry operates • Consolidation – Another key trend with respect to how the industry • Digitization and Convergence – Digitization has been a huge has been organized is the rise of the “media conglomerate” in India. trend in the global media industry deeply impacting TV, print, Due to traditional benefits of size & scale from the diversification music and films. From an enhanced consuming experience for the of capital risk to cross-leveraging of audiences & promotional end-user to greater addressability & monetization potential for the opportunities to managing volatility in consumption patterns, content provider, digitization has proved to be a great value creator media owners are realizing the importance of presence across the

5 Television Eighteen India Limited

value chain and moving towards large conglomerate forms. This is delivering news as fast as possible to viewers and presenting news completely opposite to stand alone operations which may not be in an interesting manner. Several factors such as extensive news able to withstand environmental exigencies or intense competitive gathering networks, use of advanced news gathering technology, pressures. The M&E industry is growing rapidly due to entry of effective editing and production systems are facilitating the rapid newer players and newer customers and regions getting added. and interesting dissemination of news content to viewers. These trends are giving rise to increasing competition and are • Extensive reach: High absolute reach of news channels offers an expected to give way to consolidation of operations. Some of this attractive platform for advertisers to build reach. has already started happening, with last year being a tough year seeing some of the smaller players finding it difficult to survive. • SEC profile of viewership: News channels, especially in the The players which were able to weather the downturn are likely English language, have a higher proportion of viewership among to look at enhancing their market shares. This could help in the SEC A and SEC B households. These households typically have emergence and growth of players with superior product, marketing, higher purchasing power and are attractive targets for advertisers. distribution, technological and innovation capabilities. In turn, this Increasingly, your Company and other industry players in this genre is likely to aid the growth in the overall market size and reach for are targeting other revenue streams through the industry. (a) enhancing domestic subscription revenues through new • 360 Degree Connect with Consumers - Players are looking distribution platforms which reach out to consumers directly such beyond just the traditional mediums by reaching the consumers as DTH and IPTV; across multiple platforms in order to establish a stronger connect. (b) exploiting potential to syndicate their content to domestic and They are taking the help of multiple touch points simultaneously international broadcasters or other parties interested in news to communicate to the consumer across platforms like TV, Print, content; Radio, OOH, Films, Internet, Mobile and Retail. (c) delivering news over mediums such as Internet and SMS and Important factors such as gradual de- • Regulatory enablers – (d) international subscription revenues from the Indian diaspora in regulation in industry policies, easier availability of institutional regions such as the US, UK, Middle East and South Africa. capital for funding growth and the opening up of global markets for Indian media content have facilitated the growth of the industry. The Indian print and local search market Television industry Your Company forayed into print media and local search business through acquisition of Infomedia18 Limited in 2007. Infomedia18 is The television industry, which is by far the largest component of the India’s leading special interest publishing major with a well diversified Indian Media and Entertainment industry, is expected to grow from portfolio of titles across the B2C & B2B space and significant strength to strength, doubling its revenues over the next 5-6 years. It competencies in the local search business. recorded a growth of rate of around 12% on an average during the last 3 years and as per estimates accounted for almost 44% of revenues The print media industry primarily comprises magazines and of the M&E industry. The industry growth has been nothing short newspaper publishing. The Indian print media industry has shown of phenomenal given that private television industry commenced its impressive growth over the last few years, far in excess of the operations only in 1992, when the Government authorized privately- growth witnessed in most other countries around the world. In fact owned cable and satellite televisions. Starting with 2 privately owned all the developed economies are reporting shrinkage of their print television channels in 1992, there are currently over 450 television sector every year as increasingly viewers and content moves online. channels with TV18 being one of the nation’s leading broadcasters. Advertisers too have followed suit and substantially reduced print TV18 operates the two leading business news channels viz. ‘CNBC media spends. On the contrary, print continues to dominate the TV18’ and ‘CNBC AWAAZ’. Through the CNBC Channels, your advertising market in India, comprising 47% of the total advertising Company operates India’s premier news services in business pie in 2009. Even subscription revenues have been on the upswing news & information. With over a decade and a half of unparalleled with several almost all key newspapers and magazines reporting leadership between CNBC-TV18 & CNBC AWAAZ, we inform and healthy increases in their circulation. As per industry estimates, the enable India’s core news viewers across a spectrum of areas. Indian print media industry is expected to grow further in the range of 9-10% during the next few years - while advertising revenues Key Growth Drivers for Television News Industry are expected to grow at 11.6%, the subscription revenues growth The Company’s channel offerings address business news and is pegged in the range of 5% during the next few years. The current affairs. Apart from the secular macro-economic growth newspaper segment has historically dominated the print segment in factors and media industry trends, the television news industry is India. However, the sector has witnessed significant developments impacted by the following specific factors: in the last few years with the increase in the number of special interest publications (including B2B and B2C magazines), launch of • News relevance: News viewership is directly related to the niche newspaper supplements as well as aggressive portfolio and occurrence of expected as well sudden news events that impact geographic expansion by print companies both in the national and political, social, economic environment and are relevant to regional space. These developments have benefited consumers due viewers. India is today closely integrated with the rest of the world’s to increased availability of choices and better product quality as well economy and any change there has an almost direct impact in as the advertisers, providing them with the media to reach a broader India. Additionally, there is significant quantum of domestic news target audience and also much more accurately. flow given the rapid growth strides being taken by the economy. This is resulting in a significant flow of news that appeals to a wide In addition to the special interest publications, the print media and diverse base of Indian viewers. industry in India also includes publishing of directories (including yellow pages, exporters’ guides and home/office/city guides), custom • Immediate availability of news: An important parameter that publishing and providing printing solutions. differentiates television news industry is its ability to break news as it happens rather than report it at the end of the day. This has Local search business comprises providing consumers and increasingly become the critical success factor in the industry businesses local information on the media of their choice – internet, given the audience’s interest in being the “first to know”. Viewers mobile, on the phone and in physical yellow pages. Globally, it is have come to expect television news to help them stay upto date a very large segment and the market in India has also witnessed about their environment – local, national and international across significant growth and expansion in the last few years. The industry all areas of interest. is expected to boom substantially in the near future as local searches constitute 25-30% of the total web searches. This is being driven by • Quality of news content: News broadcasters have focused on the increasing interest of people searching for local information using 6 Television Eighteen India Limited mobile phones and Internet. The growth will also be driven by small recent Google report is the second highest in the world after US, businesses getting better organized and being able to directly co- is a positive indicator of potential Internet audience growth through relate spending on local search media and increase in revenues. mobile based solutions. A Nielsen Report as of April 2009 also states that online video consumption is growing complementary to Key growth drivers for the Indian print media industry: Television rather than as a substitute for the same and Web18 as • Rising literacy levels and readership: Literacy has been on the one of the largest servers of video content in India is well placed to rise for the last several years across India and the growth has drive this revolution. been faster in the semi-urban and rural areas helping increase As detailed above, India already has some of the world’s largest penetration of print products. Additionally, there are significant user bases – 5th largest Internet user base and 2nd largest Mobile numbers of literate people in the country who do not read any user base (as per Internet World Stats and ITU respectively) in publication, which further provides an opportunity for improvement terms of absolute numbers, which is projected to increase even in the penetration levels. The reach of print media in urban India further. However the market has witnessed a lag in terms of is 85% and is less than 50%in rural areas. The rural areas are monetization of the large user base metrics. This has been due to constrained primarily by the low literacy and readership levels. low yields, inadequate importance to the medium, piracy and under- Though the reach of print media is currently lower than television, monetization of existing opportunities. There is now cause to believe due to improving literacy levels and readership in India, it is that with the internet user base reaching critical mass and becoming witnessing a faster growth in reach than television. Reach is an comparable to the reach of TV and print, value catch up will happen important parameter as advertisers use that as one of the key sooner rather than later. metrics to take decisions on advertising budget allocation. Source: Nielsen Mobile. Mobile Internet penetration amongst mobile • Aggressive marketing: Penetration of print media is also improving subscribers. Latest estimates (US, February 2009; EU, Q1 2009; due to growing income levels as well as aggressive marketing by Canada Q4 2008; BRIC Q1 2008. Juxt Consult India Online 2009) print media companies in India. Through aggressive marketing, penetration levels have significantly improved especially in the Key growth drivers for Indian Internet industry: English and Hindi markets. Further discounted cover prices and • Rapid growth in mobile internet users: This segment has seen aggressive marketing of subscription schemes has accelerated a rapid increase with the number of internet users increasing by penetration and has also helped push multiple dailies into homes. five times in the last five years. This segment will get an enormous • Evolving tastes and need for niche information: Changing fillip with operators likely to launch 3G services within the next 8-10 lifestyles and diverse interests of people has led to a spurt in months demand for special interest publications, newspaper supplements • Increase in computer literacy: The Government of India has in and directories which focus on specific needs of particular recent years taken several initiatives to promote the penetration segments of the population. Increasing sophistication in the way and literacy of personal computing. For example, the Government businesses are conducted has led to the growth of B2B magazines of India has established the Universal Service Obligation Fund and directories targeting specific audiences. which seeks to finance the provision of basic telecommunications services throughout India, statewide area networks and common • Advertising by non-traditional segments: Increased spending by service centers, to promote the use of the Internet for business, new emerging sectors in India such as organized retail, education, educational and home use across the country. telecom, insurance etc has provided a lot of revenue impetus to the print industry. • Growth of online advertising: India’s online advertising market is relatively under-penetrated compared to other high growth Indian internet industry countries. Internet advertising is projected to grow by 32% over the next five years and reach an estimated Rs. 2,900 cr in 2014 from Internet usage in India has been on the rise over the last few years the present Rs. 800 cr in 2009. The share of the online advertising with a greater number of users being able to access the Internet. too is projected to grow from 2.3% in 2008 to 5.5% in 2013 of the Increasing focus on literacy, PC education and vernacular content on overall advertising pie. the web is expected to generate an increase in online penetration in the country. What is likely to be unique about internet growth in India • Expanding online content: Internet content targeted for the is that a significant majority of the new internet users will experience Indian market has expanded significantly with new websites now the web on mobile and hand-held devices rather than on the fixed offering national, regional and local information and news, online line PC. The recent auction of 3G spectrum and broadband wireless shopping, gaming, travel services and other interactive features access (BWA) is likely to go a long way in helping further the growth and services. Additionally, increase in the Hindi and regional of mobile internet in India. language content and services has brought many non English speakers into the internet fold Internet audiences in India are approximately 47 million users (Source: Juxt Consult India Online 2009). As broadband penetration • 3G & Wireless Broadband: Another major impetus to online & mobile based consumption grows (3G), Internet audiences industry could be the platform advantages offered by the introduction will grow especially from smaller towns, who are discovering how of 3G & Wireless broadband services in India. The Union Govt.’s the Internet can be used to surmount barriers of distance and time. recent auction of spectrum will help telecom operators launch While Email and Information Search remain the top activities on the these services within FY 2011 and this is expected to increase Internet, online banking, ecommerce transactions, gaming, Video/ internet usage. A ecosystem of stakeholders including operators, Music downloads have been on the rise. (I-Cube 2008 - IAMAI and application developers, content owners and service providers is IMRB). Another key factor in spurring heightened interest in the expected to develop new specialized services to drive this growth. online medium has been the relative affluence and empowered nature of internet users. This was corroborated by a recent survey BUSINESS OVERVIEW – SEGMENT WISE PERFORMANCE of cyber cafe audiences by Nielsen and also Juxt Consult’s Online Television Eighteen India Ltd (TV18) [BSE: 532299, NSE: TV18] Report 2009, which showed that more than 50% of the audience was operates India’s leading business news television channels, CNBC- from the aspiring class and large proportion from SEC A & B. This TV18 and CNBC Awaaz. It also runs one of India’s largest Internet makes the online audience significant from an advertiser point of players - Web18, as well as one of India’s leading real time financial view. As per industry estimates the internet advertisement revenues information and news terminals - Newswire18. TV18 entered are expected to grow at a much faster rate as compared to most publishing & local search market with the acquisition of Infomedia, other segments in the media industry over the next few years. Also, rechristened as Infomedia18. Infomedia18 is India’s leading special the large number of mobile Internet users in India which as per a interest publishing and local search player.

7 Television Eighteen India Limited

1. BUSINESS TELEVISION CNBC-TV18: 10 YEARS OF SETTING BENCHMARKS IN o CNBC-TV18-India’s No.1 business medium. BUSINESS COMPETITIVE IMPACT MUTED

o CNBC AWAAZ-India’s leading consumer focused business 80% 69% 69% channel 70% 68% 64% 2. PUBLISHING & LOCAL SEARCH 62% 60% o INFOMEDIA18 – India’s leading special interest & B2B publisher. Publishers of Yellow Pages, ’Overdrive’, ’Chip’ 50% magazine amongst others. 38% 40% 36% 3. CONSUMER INTERNET 32% 30% 27% o WEB18 – Portals across the content, transaction, subscription 20% & mobile spectrum 20% o CONTENT-In.com, Moneycontrol.com, Ibnlive.com, Cricketnext. 10% 8% 4% 4% com, Tech2.com, Compareindia.com, 52622 Mobile 0% o TRANSACTION-Yatra.com, Bookmyshow.com, Easymf.com 2005 2006 2007 2008 2009

o SUBSCRIPTION- Poweryourtrade.com, Commoditiescontrol. CNBC TV18 NDTV Profit Bloomberg UTV ET Now com, Indiaearnings.com Source: TAM, Market Share, TG: CS AB Male 25+; Market: All India, 4. REAL TIME DATA & INFORMATION Period: All Days, 0600-2400 hrs o NEWSWIRE18 – India’s leading provider of real-time market data and news for participants in the financial markets. PROGRAMMING • Content & Programming Strategy: CNBC TV18’s programming BUSINESS TELEVISION strategy is aimed at delivering the latest and highest quality CNBC-TV18-INDIA’S NO.1 TV BRAND & INDIA’S NO.1 BUSINESS business content to its audiences yet also broad-base the MEDIUM universe of such audiences with programs of wider appeal. CNBC The undisputed leader in business news and information in India, TV18’s benchmark coverage extends from corporate news, financial markets coverage, expert perspectives on investing and CNBC-TV18, is trusted by business leaders for its analysis, insight and real-time market coverage. Since 1999, CNBC-TV18 has been management to industry verticals and beyond. CNBC-TV18 has the platform for thought leaders across India, giving India’s decision been constantly innovating with new genres of content that help makers’ unparalleled news, analysis and perspective facilitated make business more relevant to different constituencies across by one of the largest and most comprehensive television content India. CNBC TV 18’s expansive and engaging programming along libraries in India. Not only has the channel revolutionized business with various innovative formats introduced such as industry events, programming in India, helping viewers to understand and profit investor camps, vertical focused series and so on provides a diversified offering to viewers and adds tremendous value addition from the markets and from their businesses, it has also built loyal communities, by interacting with people of all ages through non- to all stakeholders. markets programming, special on-ground events and a series of • News leadership – Throughout the year, CNBC-TV18 continued awards that have set the standards for industry benchmarks. to be the medium of choice for all major business and policy news, whether national or global. From coverage of key policy moves VIEWERSHIP PERFORMANCE of the govt., especially fiscal decisions intended to manage the For the year ended March 31, 2010, CNBC-TV18 led the news genre impact of the slowdown and those of major regulators like RBI and emerged as the nation’s most preferred news source amongst and SEBI to major corporate news ranging from corporate actions the core audiences. Its leadership in the business news space was to mergers & acquisitions, from markets news to sectoral news, undisputed CNBC-TV18 continued to be at the forefront. Moreover, when it came to major global news such as the Dubai & Greek economic CNBC-TV18: UNDISPUTED MARKET LEADER crises, CNBC-TV18 partnered with the CNBC Global Network to get Indian audiences real time coverage. From breaking news ET Now to insightful analysis, CNBC-TV18 programming was aligned to 7% evolving needs of the viewers and the business environment. Bloomberg UTV 8% • Content Differentiation – During the period, CNBC-TV18 continued to strengthen its position as India’s No.1 business medium, by conceptualizing & delivering a wide portfolio of special programming & marketing initiatives. From topical specials to exclusive with top news makers, from interactive properties to NDTV Profit landmark events, CNBC-TV18 further enriched its content portfolio. 19% Especially noteworthy were the channel’s initiatives around its 10 Year anniversary in Dec 2009, its launch of new primetime shows CNBC TV18 like “Tycoons with Vir Sanghvi”, “India Inc Gen Next” and as always, 66% the channel’s benchmark coverage of the 2 union budgets in the fiscal (July 2009 Interim Budget & February 2010 Union Budget). The channel further strengthened its offerings with interactive initiatives such as the CNBC-TV18 LinkedIn Polls, an exclusive marketing alliance with the World’s No.1 Professional Networking brand and a series of other indices & polls that gauge emerging Source: TAM, Channel Share, TG: CS AB Male 25+, Market: All business trends and consumer confidence levels in the economy. st st India, Time Period: 1 Apr – 31 Mar ’10, All Days 600-2400 hrs • Innovation & Value Creation in Programming - At CNBC TV18, ‘Focus’ is the customized innovation solutions division

8 Television Eighteen India Limited

within the network that has grown from strength to strength. The the Hindi speaking consumers, retail investors and businessmen to fundamental ideal behind the genesis of ‘Focus’ was to deliver provide information on areas such as stock markets, commodities, sustainable value to partners & audiences rather than restricting consumer products and financial planning. It caters to the new the channel to traditional content delivery model of media brands progressive Hindi speaking Indian who is globally aware, enjoys driven by regular advertising and shows. ‘Focus’ aligns itself with a high propensity to consume and seeks value in life. Its focus on the strategic objectives of partners and after mapping that with consumers, retail investors and small businessmen has helped us viewer needs, develops a comprehensive mix of programming and expand the business genre remarkably over the last few years promotions to achieve value addition for viewers as well as the partners. With the use of new distinctive formats, both on air and VIEWERSHIP PERFORMANCE on ground, ‘Focus’ engages stakeholders of the partners & viewers of the channel at multiple touch points. In the last year, CNBC- HINDI SPEAKING INDIA’S FIRST CHOICE IN BUSINESS CNBC TV18 ‘Focus’ has continued to grow with benchmark events such AWAAZ LEADS FROM THE FRONT IN HINDI BUSINESS NEWS as the Emerging Awards, India Business Leader Awards, Investor camps, Art camps and so on. Formats include awards, camps, on ET Now 4% Bloomberg air special series etc. UTV 5% NDTV Profit • Special Properties - CNBC-TV18 continued to engage with key 9% stakeholders, viewers & investors as well as the industry through its multiple benchmark properties such as the India Business Leader Awards (IBLA), Auto Awards, CFO awards etc, special CNBC AWAAZ formats such as Investor Camps, media partnerships and other 49% special properties. On its 10th anniversary the channel launched an investor empowerment initiative called “Informed Investor” in association with the National Stock Exchange, the initiative focuses on strengthening financial literacy & providing a platform for comprehensive investor education in the country. ZEE Business • Platform diversification & Affiliate Growth Brand- CNBC-TV18 33% continued to expand its platform footprint through high impact promotional initiatives in the online and mobile domains besides retail level engagements - its BESTSELLERS DVD & books title range is available in India’s leading retail stores. This emerges Source: TAM, Channel Share, TG: CS AB Male 25+, Market: HSM, from the channel philosophy that it must be communicate to its Time Period: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs stakeholders across platforms and be true to the fast emerging “Convergence” reality amongst India’s business audiences CNBC AWAAZ DOMINATED THE HINDI BUSINESS NEWS GENRE WITH A 60% MARKET SHARE IN FY 2009-10 BRAND PERFORMANCE CNBC-TV18 continued to strengthen its decade old leadership as India’s No.1 business medium and a pioneer of business news during the period. Despite intense competitive activity in the business news genre, the channel sustained its leadership through its innovative programming, marketing & distribution efforts. The performance of the channel was further evident through its undisputed market leadership amongst core news audiences and through several Zee Business industry accolades. 40%

CNBC-TV18: INDIA’S NO.1 TV BRAND CNBC-TV18 added another feather to its cap, by being VOTED INDIA’S NO.1 TV BRAND by the nation’s media & marketing decision makers in a survey conducted by Pitch magazine from the exchange4media group. Ahead of all channels, across genres and competition,CNBC-TV18 achieved this accolade on account of its exemplary performance across key decision making criterion including media delivery, innovation, professionalism, servicing Source: TAM, Channel Share, TG: CS AB Male 25+, Market: HSM, ability etc. This is a significant affirmation of the trust & faith that Time Period: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs our key advertising partners have reposed in the channel over the years. PROGRAMMING • Content & Programming Strategy - CNBC AWAAZ’s content CNBC-TV18: INDIA’S NO.1 BUSINESS NEWS CHANNEL strategy is dedicated to the consuming, investing and financial CNBC-TV18 has been widely recognized as the NO.1 BUSINESS planning needs of the new emerging middle India. A large cross NEWS CHANNEL in the country over the years. As in the earlier section of business audiences in the Hindi speaking regions of the years, for 2009-2010 as well, CNBC-TV18 has been awarded the country and Hindi speakers across the nation, tune into CNBC “Best Business Channel” at the nation’s leading television awards AWAAZ as the trusted channel of choice. CNBC AWAAZ such as the Indian Television Academy awards & the Indian Telly programming ranges from various investing verticals such as Awards. This is apart from the numerous other accolades received equities & commodities to shopping trends, new launches, financial by the anchors, programming & production teams for shows, promos planning, personal taxation and so on. With a mix of industry and special properties. relevant analysis & macro coverage as well as ‘news that you can use’ type of content, CNBC AWAAZ seeks to be the answer to all CNBC AWAAZ-INDIA’S NO.1 HINDI BUSINESS NEWS CHANNEL financial & business information needs of the progressive middle We launched ‘CNBC Awaaz’ in 2005 as a news channel targeting class India.

9 Television Eighteen India Limited

• Benchmark Programming - CNBC AWAAZ launched a spate consistently, through a variety of platforms ranging from on-ground of new shows which answered the evolving needs of the Hindi events to online & mobile initiatives. speaking business consumer & investor. Shows & properties such • To strengthen our relationships in the market and build long-term as “Responsibility aur Rupaiya”, “Financial inclusion summit”, value creating partnerships with advertisers, distributors and other “Super 20” advised viewers on investing choices and financial alliance partners. planning • To develop reasonable traction for value added content from • Audience expansion & engagement - CNBC AWAAZ added to its CNBC channels through new delivery mechanisms such as DVD’s, line up of benchmark initiatives which engage with audiences and content syndication etc. stakeholders. A key highlight was ‘UTTAR UDAY’, a pioneering • To diversify our revenue streams and increase contribution from initiative that provided a platform to the youth, the SMEs & other subscription revenues over time industries from across northern Indian states to voice their issues and concerns that are hindering growth. CNBC AWAAZ also WEB18 launched ‘Chotta Business Bade Sapne’, a unique corporate reality show saluting the entrepreneurial spirit of Indian Small and INDIA’S LEADING WEB NETWORK Medium Enterprises (SMEs). Web18, India’s leading Internet player continued to build on its leadership in the online space through strong traffic sustenance on • Special Properties - CNBC AWAAZ continued to deliver on its its web portals, growth in its WAP services portfolio and continued leading brand properties such a “Pehla Kadam”, India’s foremost innovation in its features & offerings investor education initiative, CNBC AWAAZ Consumer Awards, Real Estate Awards & Travel Awards. COMPARATIVE PERFORMANCE BRAND PERFORMANCE WEB18: STRONG GROWTH RATE, WELL POSITIONED FOR CNBC AWAAZ has emerged as business viewing choice of millions MARKET LEADERSHIP in middle India claiming the largest reach within the business genre. 35,000 32,042 In the past couple of years, CNBC AWAAZ has won numerous 30,217 30,000 accolades for its various shows and properties including “Best Hindi 27,767 28,206

News Anchor”, “Best Hindi Business Show” at leading industry 25,000 22,659 22,372 platforms. 21,580 21,294 Rediff 20,000 19,300 18,067 16,429 Times Internet 14,982 CNBC TV18 & CNBC AWAAZ – SETTING THE STANDARD FOR 15,000 BUSINESS NEWS Network18 10,000

ET Now Bloomberg 3% 5,000 UTV 4% NDTV Profit - 9% Q1 Q2 Q3 Q4 Source: Comscore, Unique Visitors (in ‘000) MONEYCONTROL.COM: ASIA’S NO 1 FINANCIAL DESTINATION ZEE Business 22% 6,000 5,377 5,335 5,424

5,000 4,568

4,000

2,894 2,978 3,000 2,655 2,752 2,465 CNBC-TV18 & 2,126 2,199 AWAAZ 62% 2,000 1,407

1,000 Source: TAM, Market Share, TG: CS AB Male 25+, Market: All India, - st st Time Period:: 1 Apr – 31 Mar ’10, All Days 600-2400 hrs Q1 Q2 Q3 Q4

Moneycontrol.com Yahoo India Finance The Economic Times Out of Home: Do note that the existing TV viewership measurement mechanisms though essential do not project the actual delivery for a Source: Comscore, Unique Visitors (in ‘000) media platform like CNBC TV18 & CNBC AWAAZ. The CNBC TV18 ND & CNBC AWAAZ services attract a great amount of viewership out IN.COM: INDIA’S 2 LARGEST WEB DESTINATION of home (OOH) especially in corporate offices, institutions, business areas, markets etc. This viewership is not captured in the commonly 35,000 31,598 used TV measurement mechanisms and thus CNBC TV18 audience 29,732 30,000 reach is actually much higher. 27,226 27,616 The Network18 group has a news-gathering network comprising of 25,000 23 news bureaus (including in London and New York), providing Rediff.com 20,000 17,870 latest corporate and financial news from Indian and global markets. 17,265 I n . c o m 14,506 Indiatimes 15,000 13,366 12,388 12,47812,339 12,799 Msn.co.in 11,434 10,802 11,221 STRATEGIC OBJECTIVES 9,931 Sify.com 10,000 • To consolidate our position further as the most preferred choice 6,995 7,061 6,639 6,088 of all business viewers in the nation through best in class content, 5,000 innovation in programming and an uncompromised focus on the highest quality of editorial coverage. - Q1 Q2 Q3 Q4 • To ensure that the channel viewers are engaged with actively and 10 Television Eighteen India Limited

In.com railways, buses and car rentals across many cities and rural areas • IN.com further strengthened its leadership position during the year throughout India and cemented its No.2 position among Indian horizontal portals. • In.com unveiled a new avatar in December 2009. The new intuitive STRATEGIC OBJECTIVES interface facilitates user interactivity on the site. This includes Our objective is to become the destination of choice and the gateway significant additions to the content and features available on for the web for Internet users in India and for the global Indian the various sections of the portal. From a new music player in community. We intend to pursue the following strategies to achieve its “Listen” section to a careers sub-section within “Read”, from this objective: a beefed up “Find” page to more options within the “Download” • Continue the breadth of our content, applications and services. section, the enhancements have further augmented the user • Strengthen our relationships with the rapidly growing base of experience on the site. online advertisers in India. • In.com launched an anti-Piracy Campaign on 5th January, 2010 As we continue to expand our network, we focus on delivering content which supported the movement against destruction of music IPR and applications that appeal to a broad spectrum of Indian Internet and this has been well appreciated by the music industry users. With special reference to key brands at Web18, following are Moneycontrol.com the imperatives: • Moneycontrol celebrated its 10th year anniversary in November, • In.com: We will continue to add innovative features, applications 2010, marked by a host of celebratory online initiatives. Business and also social networking feature on in.com to make it the leading leaders such as Anand Mahindra, Kumaramangalam Birla, Steve horizontal portal in Indian internet. Forbes shared their vision on the site. • Moneycontrol.com: We will continue to hold on to the leadership • Moneycontrol.com also formally announced the partnership position on moneycontrol.com amongst the financial sites in with Intuit Inc. on its site, to bring to its users the Intuit® Money spite of burgeoning competition. We will add more applications in Manager, an innovative personal finance tool that offers consumers personal finance and investments to attract new users and retain a smarter way to plan, track and grow their money for the future. existing users. • Furthermore, Moneycontrol launched its news offering – • Ibnlive: We will make it the most authoritative news website in India “Newscentre”, which is a repository of the latest news from and continue to champion all Indian newsworthy events cross the Moneycontrol partners (Forbes India, magazines from the globe for million of users. Infomedia18 stable such as Entrepreneur, Overdrive, Chip etc, and • Bookmyshow.com: We shall to continue to retain the leadership Newswire18), providing comprehensive business news, including position in movie ticketing and expand its offering by leveraging the softer aspects of business like leadership, management, corporate recent success of IPL ticketing service lifestyle etc. • Mobile: We will make all our applications and services available on • Moneycontrol.com launched MoneyControl MYTV in February Mobile and also develop new applications and services in the local 2010. This is an innovative service that allows the user access to search and information space. ‘TV on Demand’. Moneycontrol MYTV provides for customizable stock tickers, on-demand business news from CNBC-TV18, Live INFOMEDIA18 TV and real-time market updates. Infomedia18 was acquired in 2007 as part of our strategy of being • Industry experts & Moneycontrol.com teamed up, yet again, for an integrated player in the media and publishing space. The two Budget 2010, unleashing a host of exciting activities and features key pivots of Infomedia18’s growth are the local search business including exclusive interactions with Ramesh Damani, Riddham and the special interest publishing business. The company is the Desai,etc market leader in the local search business providing consumers and businesses local information on the media of their choice – internet, mobile, on the phone and in physical yellow pages. Infomedia18 is IBNLive.com • In Dec. 2009, IBNLive provided a new social networking platform also India’s largest publisher of special interest publications, which to CNN-IBN & IBN7 anchors, thereby improving the interactivity target both mass and niche audiences. Infomedia18 also provides between viewers & IBN news channels. This initiative is infact a various printing solutions to its customers. We have been successful part of a larger long term focus on social networking for the site. in leveraging our strengths in the television and internet businesses to establish synergies and further expand the local search and • In March 2010, IBNLive developed dedicated sections within the publishing segments. Here are the key developments for the year portal that aggregate and deliver the latest news & web content under review at Infomedia18 focused on key areas of mass interest through ibn politics, ibn sports, ibn movies & ibn trends. BUSINESS EXPANSION • It was recently named the News Website of the Year at the Digital • INFOMEDIA18 YELLOW PAGES: The new look print directory Media Awards, 2010. “Infomedia Yellow Pages (IYP)” has been well received by the users: Cricketnext.com o KNOW YOUR CITY: During the Year “Know Your City” product • Cricketnext.com launched the Fastest Online Scorecard in March, was launched in Mumbai, Delhi, Hyderabad, Jaipur, Bangalore 2010. This exciting product allows the user instant access to ball- and Goa. by-ball updates, with the scorecard page refreshing almost every few seconds, to update scores of the ongoing match o Infomedia Yellow Pages has launched new customer loyalty programs. Bookmyshow.com • ALIBABA PARTNERSHIP: Our partnership with Alibaba.com, • Bookmyshow.com continues to be the leading remote movie to sell memberships to SMEs in India has gone from strength ticketing service (online, IVR, mobile, telecalling) in India to strength. During the year, the partnership has delivered new • Bookmyshow.com was the Official ticketing Partner for Mumbai contracts with 3,800 SMEs. Indians, Delhi Daredevlis and Kings XI Punjab for the recently • ASK ME: The acquisition of Askme.com was completed during the concluded IPL Season 3 Year. “Askme.in” beta site was successfully launched during the Investment in Yatra.com year. • We hold 16% stake in Yatra Online Inc. (“Yatra”). www.yatra.com • EVENTS: The Engineering Expo promoting the B2B print segment is one of India’s leading travel websites providing travel related were held in 4 cities including Pune, Ahmedabad, Chennai and information pricing, availability and reservations for airlines, hotels Indore. 11 Television Eighteen India Limited

• “OVERDRIVE” MAGAZINE: India leading auto magazine, from INVESTMENT IN DEN NETWORKS LIMITED the Infomedia18 B2C stable, went through a re-vamp with a new TV18 indirectly holds 7.55% stake in DEN Networks Limited which refreshed look to enhance reader experience. went IPO in December 2009. The value of the stake is about Rs 193 • LAUNCH OF “ENTREPRENEUR” MAGAZINE: During the year, cr at the closing price of the stock as on March 31, 2010 (against an Infomedia18 launched “Entrepreneur”, one of the world’s leading investment of Rs 20 cr) magazines for small businesses & business owners, for the Indian market. The local edition focuses on India’s small businesses, INDUSTRY OUTLOOK start-ups, venture funds and financial institutions. The magazine Globally, media businesses do not operate in standalone segments offers an in-depth understanding of what an entrepreneur wants of the media industry or with a single property. As players expand and needs: information, tools and resources to conquer their daily their portfolio of services and revenue streams, their presence across business challenges the value chain further strengthens their competencies. The most attractive aspect of media businesses is their ability to leverage. • PLATFORM DIVERSITIFICATION: “Better Photography” Players either leverage their core competencies in a particular magazine introduced the acclaimed “Wedding Photographer of the content (filmed, news, music, gaming, etc) and extend presence Year” awards across distribution formats or leverage presence in a particular value chain – film, television, print, etc. In India as well, integrated BRAND PERFORMANCE models have emerged in a much larger way.TV18 has consciously • Infomedia Yellow Pages was conferred the “Superbrand” status built its portfolio of businesses with convergence & “across the value during the year chain” presence as a key goal. Today, it is perhaps amongst the few • “Overdrive” magazine’s TV offshoot, the “Overdrive” TV shows on media houses in India with such an integrated value chain, engaging CNBC TV18 won many accolades and was adjudged the “Best with consumers at multiple touch points & delivering value to all Automotive show” at the News Television Awards 2010. stakeholders. TV18, with its current strong presence in television news, publishing and the internet and new ventures in other media, STRATEGIC OBJECTIVES is well positioned for further growth and expansion. • Rapidly build scale in the local search business o Grow the online and voice platform leveraging “Ask me” and Competition in News “burrp” acquisitions. The competition in the television business news broadcasting industry is intense. We believe that competitive advantage is based o Strengthen the print directory business with the launch of the principally on connectivity and the ability to attract and retain viewers “Ask me” voice services. and advertisers. Our ability to compete successfully depends, in part, o Strengthen partnership with alibaba.com as we enter the third on our ability to anticipate and respond to competitive factors affecting year of operations. the Indian news broadcasting industry, and more specifically, the • Expand the special interest publishing business by launching large Indian television business news broadcasting industry. titles and leveraging the Group’s expertise in the events business and in electronic media Strengthen our market leadership – Innovation & Leadership in Television programming NEWSWIRE18 We intend to continue to produce and broadcast television Newswire18 is India’s leading real-time news and data terminal programming that enables us to maintain our market leadership services provider and the only domestic player with an integrated in the television markets we serve. We seek to continue to be a platform. The Newswire 18 News & Data platform is a state-of-the- market innovator in content differentiation, programming formats art market data platform providing customizable views and several and scheduling by continuously enhancing the news gathering, analytical tools structured to meet unique Indian customer needs. programming and presentation of our television channels. The platform has news on India, Indian exchange data, Indian OTC data, Global News from several sources including Dow Jones, Global Building strong strategic partnerships exchange data, and Global OTC data, along with news, financials of Partnerships, alliances and joint ventures are great value drivers companies and data histories. with significant synergy upsides through collaboration and sharing of Newswire18 has operated in an extremely challenging macro- strengths. Our Company has established partnerships and alliances economic environment for the last two years given that its core with other leading media establishments and has been instrumental customer base, the financial services industry has been the most in initiating and creating several strategic partnerships and alliances adversely impacted by the financial and economic downturn. In spite entered into by the Network18 group. We believe that we have of the banks, financial institutions and the other key clients canceling a reputation in the media industry as a reliable partner which / deferring purchases, Newswire18 has recorded robust revenue has enabled us and the Network18 group to build and maintain growth for FY2009-10 and has also been able to turn in a positive relationships with other leading global and Indian media entities, EBITDA for the year. including NBC Universal, CNN (Time Warner), Viacom. We believe that we derive substantial benefits from the brand BUSINESS EXPANSION name and extensive network of our partners and that our partners • Market expansion: Newswire18 has been able to successfully recognize the value we bring to the ventures, which is demonstrated expand the real time information and data terminals market during by the willingness of our partners to collaborate with us for extended the year and made sales in several non traditional customer periods. We believe that our partners and alliances provide us with segments. This was accompanied with geographic expansion to greater market visibility, significant synergy upsides through sharing new cities and towns. of strengths, reputational benefits and will assist us in continuing to • Product development: Newswire18 restructured its product build our market share in India and internationally. portfolio and launched an aggressive program to target sales from trials that had earlier not converted to sales. The product Establishing & growing new businesses restructuring is also expected to save costs. A host of new products Our Company has in the past successfully conceptualized and and service value-adds launched have already started boosting established new businesses in niche spaces. We entered the sales. internet space in 2000 and have since then successfully established, • Segment leader: Newswire18 has emerged as the largest vendor through both organic and inorganic growth, several leading internet in the fixed income segment besides having the largest number of websites in India. Websites such as www.moneycontrol.com and terminals in most of the PSU banks. www.ibnlive.com attract and engage a large and growing user base. 12 Television Eighteen India Limited

We also acquired and re-launched Crisil’s market wire service, as television, online & new media and data terminal businesses. Newswire18 - a real time financial information and news terminal Moreover, TV18 is strongly placed to capitalize on the new operation. Moreover, we believe our ability to successfully establish opportunities in the publishing and local search space through new businesses further strengthens our ability to attract and retain Infomedia18. Going forward, TV18 will continue to consolidate its leading industry talent and leverage existing skills and synergies existing offerings and create & launch new initiatives that cater to the from the Network18 group to grow our business. evolving finance, investing and consuming needs of audiences in the country. Strategically, the following are key for TV18: Positioned to capitalize on online & mobile growth With the advent of 3G services, wireless broadband & WIMAX, value • Deliver across the financial information & specialty need added content, secure payment gateways and enhanced backend spectrum - Considering the return of strong economic momentum logistics, the internet & mobile are slowly growing to be a preferred post the global slowdown, rising consumerism, growth in the media for consumers in India with substantial revenue potential. We financial needs of Indian consumers and deepening of retail seek to expand our internet & mobile portfolio through organic and finance markets, increasing global assimilation of India Inc. and inorganic growth and leverage our existing customer relationships the overall importance of the Indian economy, our presence across to expand penetration and geographic coverage. For example, we a the spectrum of business & financial information as well as the believe that the recent launch of www.in.com will provide relevant and specialty B2C & B2B space is critical. Through our channels, personalized content from across the internet and enable us to take online services and other offerings, TV18 delivers content ranging advantage of the opportunities created by the proliferation of user- from markets to personal finance & investing choices, from policy generated content to provide innovative web publishing and social to management intelligence, from corporate news & information to networking tools. Additionally, the Network18 group’s strategy to financial education, from benchmark initiatives to industry verticals, house investment opportunities in internet properties in our company from special interest to niche infotainment. TV18 shall continue further enables us to leverage the broadcasting viewership of our to add to its content and service repertoire to meet all evolving company through a wide content offering of internet websites. As information & transactional needs of the financial and business consumer media consumption continues to change, leaning towards audiences in the country. more internet and mobile usage and interactive environments, • Exploit content & platform synergies- TV 18 will also focus we believe that the internet will become even more relevant as a on leveraging cross platform synergies both in terms of content, branding medium and that interactive media companies, like our media as well as audiences. The focus will be on ensuring content Company, should benefit from these trends. availability as is required, with a high degree of ease of use and also as much customization as possible. Moreover, TV18 shall Regional focus focus on providing sustainable value to advertisers and partners Given India’s linguistic diversity, we believe that regional language by delivering audiences at multiple touch points across platforms. news channels will continue to be important players in the industry. With the growing addressability emerging on the Our Company believes that strategic investments, both through • Addressability - Indian media landscape, TV18 will endeavor to develop competent organic and inorganic routes, in other regional language news offerings on addressable platforms satisfying relevant content channels and other local channels, may act as an enabler to grow needs of India’s business audiences. our business. As part of the strategy, we intend to launch new regional business news channels in India depending upon prevailing • Consolidation & Diversification - Web 18, a key part of TV18 market conditions. stable, shall continue to focus on emerging as a leader in the online content, transaction & communication spaces and thus Looking forward strengthen TV18’s existing presence in new media. With the rapid We believe that advertising spending in India will increase proliferation of online media in India due to better IT infrastructure, substantially with the general growth of the Indian economy and broadband & 3G penetration and secure payment gateways, the increased purchasing power of consumers in the country. If internet user base in India is expected to grow exponentially and we continue to maintain our strong brand recognition and market growth in online advertising is forecast to be robust at a 30% share for our television channels, internet websites and other expected CAGR over the 2009-2014 period. Clearly, Web 18 with properties, we believe we will be well positioned to benefit from such its wide variety of offerings will be best positioned to monetise economic factors, thus enabling us to generate greater revenue these megatrends both from a user as well as advertising from advertisers. In addition, we believe that the expansion of digital standpoint. Infomedia18 will continue to build on its presence as a cable and satellite television will help address the currently prevalent specialty publishing major and one of India’s leading local search under-reporting of subscribers, which would have a positive effect players. TV18 will continue to establish & exploit synergies with on our subscription revenues from viewers. We also intend to be the “publishing” business of Infomedia18, including the B2B & B2C present on emerging distribution platforms with a potential to deliver titles and at the same time attempt to strengthen its “services” additional subscription revenue. Further, our channels are a part portfolio. of the Star-DEN distribution bouquet of channels, which includes leading channels from the Star group such as ‘Star Plus’, ‘Star RISKS AND CONCERNS One’ and ‘Star Gold’. We believe that as a result of being a part of The following are the areas of concern a strong distribution bouquet our subscription revenue will increase • Lack of transparency in sharing of revenues by distribution in a market with increasing addressability of the cable and satellite - The lack of transparency in case of analog cable systems has market. We intend to leverage on our strength in the television traditionally been a challenge for the broadcasters. Local cable broadcasting and internet businesses in India to consolidate our operators (LCOs) still garner almost 75% of the subscription presence in the publishing and print sector. This would allow us to offer a revenues due to under-declaration of the subscription numbers, wider advertising footprint to our customers and extend our reach. broadcaster gets around 15-20% and MSO gets around 5%. There We have an internal evaluation system for all acquisition or is a possibility for this scenario to change to a more equitable investment opportunities based on identified parameters of sharing norm, with higher penetration of digital platforms. financial performance, operating parameters and infrastructure. • Carriage Fee - As per industry estimates, carriage fee in 2009 was Each opportunity will be evaluated by a cross functional team of around INR 1000 to 1200 Crores. The fee depends on the pull factor senior management, before being referred to our Board for further of broadcasters in terms of the kind of content produced, overall evaluation and approval. popularity of the channel and the bouquet that the broadcasters BUSINESS STRATEGY & FUTURE PLANS provide. The bargaining power of broadcasters is limited due to Television Eighteen (TV18) has a leading presence in the financial the shortage of bandwidth. However, it is expected that the onset news, information and transactional space in India through its of digitization will make more bandwidth available. 13 Television Eighteen India Limited

• Advertising Environment Risks – Due to the global economic are taken. The Internal Control Systems are periodically reviewed crisis, the macro advertising environment has been adversely and strengthened to meet the requirements. impacted for the last two years, though recovery momentum has begun. This risk of sudden macro-economic changes, leading to HUMAN RESOURCES AND DEVELOPMENT cuts in ad spending, can be substantial for broadcasters. Your Company recognizes that a significant part of its success • Content costs for channels – As a result of the clutter and depends on the quality of its human resources. This intellectual capital competitive pressures in the market, there has been a high degree is reflected in the quality of our programming and broadcasting, our of volatility in content costs which is a cause for concern. business strategy, our excellent customer relations and our financial health. Your company is focused on attracting, developing and • Regulatory concerns - The Indian broadcasting, especially managing talent. Robust Human Resource systems & processes the news and current affairs genre, is subject to significant have been implemented to provide an enriching work experience Government regulations. License to uplink channels from India to employees. A culture of incentives and pay-for-performance has provides broad discretion to the Government to influence the been inculcated to ensure excellence in deliverables. conduct of business by channels by giving right to modify, at any time, the terms and conditions of licenses granted. Any adverse Network18’s Human Resource team continues to make a concerted change in regulatory environment can negatively impact the effort to cultivate Company’s image as an ‘employer of choice’ at business of channels. The Telecom Regulatory Authority of India leading campuses across the country. Network18 Group has been (“TRAI”) has also implemented a series of additional regulatory judged by the Great Place to Work Institute and the Economic measures, including a standardized template that fixes the Times as the ‘Best Workplace in the Media Industry’ two years in commercial terms between broadcasters and cable operators. a row – 2008 and 2009. This, coupled with the Network18 Group’s Emergence of large number of channels in the market has lead strong brand equity, continues to attract the best talent in the to fragmentation of audiences. Also, advertisements in India are industry. The comprehensive Performance Management System regulated by applicable guidelines issued by the Government of continues to help employees recognize their strengths and areas of India, with the discretion to determine the display or broadcast of improvement. Your Company has created a dedicated Organization any particular advertisement on the basis of public policy, general Development team which aims to create a Learning Organization in interest of society and such other factors. Increasing regulation(s) the coming years. In our efforts towards building a High Performance and government intervention in the news broadcasting space Work Culture, a set of 5 Values have been deployed along with could impact news broadcasters. The broadcasting industry is the Mission statement. The Reward & Recognition Program subject to rapid changes in technology. The Company strives to continues to identify and reward the outstanding performers for keep in line with the latest international technological standards. their contribution and excellence. Embedded HR teams are working The cost of implementing new technology significantly influences closely with different businesses so that there is rigor in the Reward the financial condition of the Company. & Recognition Program. As on March 31, 2010 814 employees were • Slow growth of broadband internet users – The rate of growth on the payroll of the Company. of broadband internet users has been slow in the recent past in spite of policy announcements by the government. DISCLAIMER Statements in the Management Discussion and Analysis describing INTERNAL CONTROL SYSTEMS the Company’s objectives, projections, estimate, expectations may Your Company has put in place a proper system of internal controls be “forward-looking statements” within the meaning of applicable that ensures the effectiveness and efficiency in all its operations securities laws and regulations. Actual results could differ materially and compliance with applicable laws and regulations. As a part from those expressed or implied. Important factors that could of its internal control measures an independent Internal Auditor influence the Company’s operations include economic developments scrutinizes the financials and other operations of the Company. Even within the country, demand and supply conditions in the industry, the slightest diversions from set standards are reported to the Board input prices, changes in government regulations, tax laws and other through the Audit Committee and appropriate remedial measures factor such as litigation and industrial relations.

14 Television Eighteen India Limited

Annexure to Director’s Report Annexure-II Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Television Television Eighteen Capital 18 Ltd. Colosceum Stargaze subsidiary Eighteen Mauritius Media and Investments (Capital 18), Media Private Entertainment Ltd. (TEML), Ltd. (TEML II), Mauritius Ltd. Private Ltd. Mauritius Mauritius 2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 subsidiary ended on 3 Shares of the subsidiary held by the company on the above date a) No. of Shares and 12,295,000 Equity 1,00,001 Equity Shares 1 Equity Shares 11,00,000 Eq- 80,000 Equity face value Shares of USD 1/- of USD 1/- each of USD 1/- each* uity Shares of Shares of Rs. each* Rs. 10/- each* 10/- each* b) Holding companies 100.00% 100.00% 100.00% 98.04% 89.00% interest 4 Net aggregate amount of Profit/Loss of the subsidiary so far as they concern members of the Holding company: (in Rs.) (i) Dealt with in the Holding Company's accounts: a) For the financial year NIL NIL NIL NIL NIL of the subsidiary b) For the Previous NIL NIL NIL NIL NIL Financial years since it become Holding Company's Subsidiary (ii) Not dealt with in the Holding Company's accounts: a) For the financial year (159,548,466) (2,093,088) (2,556,639) 8,876,210 (56,202,823.62) of the subsidiary b) For the Previous 62,434,052 5,971,383 (1,886,209) 5,535,483 (29,716,016) Financial years since it become Holding Company's Subsidiary 5 Material changes in subsidiary between the end of its financial year and the financial year of the holding company a)Fixed Assets N/A N/A N/A N/A N/A b)Investments made N/A N/A N/A N/A N/A c) Money lent by N/A N/A N/A N/A N/A subsidiary d)Money borrowed by N/A N/A N/A N/A N/A the subsidiary for any purpose other than that of meeting current liabilities

15 Television Eighteen India Limited

Annexure to Director’s Report Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Capital 18 BK Holdings Limited, Namono Web 18 Hold- E-18 Limited subsidiary Acquisition Mauritius Investments ings Ltd. (Web (E-18), Cyprus Corporation, Limited, 18), Cayman Cayman Islands Mauritius Islands 2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 subsidiary ended on 3 Shares of the subsidiary held by the company on the above date a) No. of Shares and 16,90,501 Equity 5000 Equity Shares of 1 Equity shares 77,937,891 3,899 Equity face value Shares of USD 1/- USD 1/- each* of USD 1/- each* Equity shares shares of USD each * of USD 0.00374 1/- each* each* b) Holding companies 98.00% 100.00% 100.00% 84.27% 100.00% interest 4 Net aggregate amount of Profit/Loss of the subsidiary so far as they concern members of the Holding company: (in Rs.) (i) Dealt with in the Holding Company's accounts: a) For the financial year NIL NIL NIL NIL NIL of the subsidiary b) For the Previous NIL NIL NIL NIL NIL Financial years since it become Holding Company's Subsidiary (ii) Not dealt with in the Holding Company's accounts: a) For the financial year (353,764) (453,286,558) (1,385,008) (114,202,789) (181,848,833) of the subsidiary b) For the Previous (254,775) (102,994,480) (1,022,467) (42,650,097) (140,435,734) Financial years since it become Holding Company's Subsidiary 5 Material changes in subsidiary between the end of its financial year and the financial year of the holding company a)Fixed Assets N/A N/A N/A N/A N/A b)Investments made N/A N/A N/A N/A N/A c) Money lent by N/A N/A N/A N/A N/A subsidiary d) Money borrowed N/A N/A N/A N/A N/A by the subsidiary for any purpose other than that of meeting current liabilities

16 Television Eighteen India Limited

Annexure to Director’s Report Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Television e-Eighteen.com Ltd. Money Control Web 18 Big Tree subsidiary Eighteen (e-Eighteen) Dot Com India Software Entertainment Commodities- Ltd. Services Ltd. Pvt. Ltd. control.com Ltd. (TV18CC) 2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 subsidiary ended on 3 Shares of the subsidiary held by the company on the above date a) No. of Shares and 317,040 Equity 4,968,894 Equity 500,000 Equity 491,489 Equity 11,129 Equity face value shares of Rs. 10/- shares of Rs. 10/- share of Rs. 1/- shares of Rs. shares of Rs. each* each* each* 10/- each* 10/- each* b) Holding companies 79.97% 91.95% 100.00% 100.00% 60.00% interest 4 Net aggregate amount of Profit/Loss of the subsidiary so far as they concern members of the Holding company: (in Rs.) (i) Dealt with in the Holding Company's accounts: a) For the financial year NIL NIL NIL NIL NIL of the subsidiary b) For the Previous NIL NIL NIL NIL NIL Financial years since it become Holding Company's Subsidiary (ii) Not dealt with in the Holding Company's accounts: a) For the financial year (116,968,138) (22,748,476) 61,559 (1,242,641,584) (66,974,848) of the subsidiary b) For the Previous (94,321,350) (40,476,202) 133,363 (926,822,128) (57,860,128) Financial years since it become Holding Company's Subsidiary 5 Material changes in subsidiary between the end of its financial year and the financial year of the holding company a)Fixed Assets N/A N/A N/A N/A N/A b)Investments made N/A N/A N/A N/A N/A c) Money lent by N/A N/A N/A N/A N/A subsidiary d) Money borrowed N/A N/A N/A N/A N/A by the subsidiary for any purpose other than that of meeting current liabilities

17 Television Eighteen India Limited

Annexure to Director’s Report Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Care Websites Pvt. TV18 UK Limited, NewsWire18 RVT iNews.com. subsidiary Ltd. UK Limited Investments Ltd. Pvt. Ltd. 2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 subsidiary ended on 3 Shares of the subsidiary held by the company on the above date a) No. of Shares and 450,000 Equity shares 1 Equity share of GBP 2,678,894 Equity 10,000 Equity 5,949,000 Eq- face value of Rs. 10/- each* 1/- each* Shares of Rs. 10/- Shares of Rs. uity Shares of each* 10/- each* Rs. 10/- each* b) Holding companies 90.00% 100.00% 77.50% 100.00% 99.15% interest 4 Net aggregate amount of Profit/Loss of the subsidiary so far as they concern members of the Holding company: (in Rs.) (i) Dealt with in the Holding Company's accounts: a) For the financial year NIL NIL NIL NIL NIL of the subsidiary b) For the Previous NIL NIL NIL NIL NIL Financial years since it become Holding Company's Subsidiary (ii) Not dealt with in the Holding Company's accounts: a) For the financial year (11,238,220) 5,418,656 (353,594,089) 3,209,981 3,554,176 of the subsidiary b) For the Previous (9,053,719) 4,379,720 (316,037,496) (894,218) 3,608,736 Financial years since it become Holding Company's Subsidiary 5 Material changes in subsidiary between the end of its financial year and the financial year of the holding company a)Fixed Assets N/A N/A N/A N/A N/A b)Investments made N/A N/A N/A N/A N/A c) Money lent by N/A N/A N/A N/A N/A subsidiary d) Money borrowed N/A N/A N/A N/A N/A by the subsidiary for any purpose other than that of meeting current liabilities

18 Television Eighteen India Limited

Annexure to Director’s Report Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Infomedia 18 Glyph International Cepha Glyph International Glyph subsidiary Limited Limited (formerly Imaging UK Limited International US American Devices India Private (formerly Keyword LLC (Software Private Limited) Limited Group Ltd) Services LC) 2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 subsidiary ended on 3 Shares of the subsidiary held by the company on the above date a) No. of Shares and 23,913,061 4,70,002 Equity Shares of 15,931 Equity 1,000 Equity Shares Not Applicable face value Equity Shares Rs. 10/- each* Shares of Rs. of GBP 1 each* of Rs. 10/- 100/- each* each b) Holding companies 48.11% 100% 100% 100% 100% interest 4 Net aggregate amount of Profit/Loss of the subsidiary so far as they concern members of the Holding company: (in Rs.) (i) Dealt with in the Holding Company's accounts: a) For the financial year NIL NIL NIL NIL NIL of the subsidiary b) For the Previous NIL NIL NIL NIL NIL Financial years since it become Holding Company's Subsidiary (ii) Not dealt with in the Holding Company's accounts: a) For the financial year (640,855,199) 65,249,779 42,270,416 (2,000,879) 13,714,245 of the subsidiary b) For the Previous (16,411,421) (34,252,140) (16,935,472) (11,630) Financial years since (400,140,066) it become Holding Company's Subsidiary 5 Material changes in subsidiary between the end of its financial year and the financial year of the holding company a)Fixed Assets - - - -

b)Investments made - - - -

c) Money lent by - - - - subsidiary d) Money borrowed - - - - by the subsidiary for any purpose other than that of meeting current liabilities NOTE: * Shareholding in These Companies are through its subsidaries. 19 Television Eighteen India Limited

Annexure-III Information regarding the Employees Stock Option Schemes/ Employees Stock Purchase Plan as on March 31, 2010 in terms of Regulation 12 and 19 of SEBI (Employees Stock Option and Employees Stock Purchase Scheme) Guidelines, 1999. Employee Stock Option Plan (a) options granted during 2009-10 Nil (b) the pricing formula No options were granted during 2009-10 (c) options vested 2,550,514 (d) options exercised 1,351,867 (e) the total number of shares arising as a result of exercise of option 1,351,867 (f) options lapsed 156,210 (g) variation of terms of options No variation was done on the outstanding options during 2009-10 (h) money realised by exercise of options (Rs. Lacs) 148.03 (i) total number of options in force 4,628,384 (j) employee wise details of options granted to during 2009-10:- (i) senior managerial personnel Nil (ii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year. Nil (iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant None (k) diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share’ 2.45 (l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. (i) method of calculation of employee compensation cost Intrinsic value (ii) the difference between the employee compensation cost so computed at (i) above and the employee compensation cost to P&L account if the company had used the fair value of the options (Rs. Lacs) 538.29 (iii) The impact of the difference at (ii) above on profits and on EPS of the company Profit/Loss after tax (Rs. Lacs) -3,247.55 Less: Additional employee compensation cost based on fair value (Rs. Lacs) 538.29 Adjusted Proft/Loss after tax (Rs. Lacs) -3,785.84 Adjusted Basic EPS -2.86 Adjusted Diluted EPS -2.86 (m) Weighted-average exercise prices/ weighted-average fair values of options NA (n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information: (i) risk-free interest rate 5.51% (ii) expected life of the options from the date of grant (in years) 4.23 (iii) expected volatility 71.80% (iv) expected dividends, and 2.99% (v) the price of the underlying share in market at the time of option grant. Nil as no option granted during the year

20 Television Eighteen India Limited

Persons constituting Group coming within the definition of ‘group’ as defined in the Monopolies and Restrictive Trade Practice Act, 1969 include the following:

S. No. Name of the Companies S. No. Name of the Companies 1 Network18 Media & Investments Limited 45 RRK Media Private Limited 2 ibn18 Broadcast Limited 46 RVT Finhold Private Limited 3 setpro18 Distribution Ltd 47 Wespro Digital Private Limited 4 RVT Investments Private Limited 48 India International Film Advisors Private Limited 5 iNews.com Limited 49 VT Media Private Limited 6 NewsWire18 Limited 50 RRB Media Private Limited 7 Moneycontrol Dot Com India Limited 51 RRK Finvest Private Limited 8 Television Eighteen Commoditiescontrol.com Ltd 52 BK Finhold Private Limited 9 e-Eighteen.com Ltd 53 RB Holdings Private Limited 10 SGA News Limited 54 Infomedia 18 Limited 11 TV18 Home Shopping Network Ltd 55 Glyph International Limited 12 Web18 Software Services Limited 56 Cepha Imaging Private Limited 13 Care Websites Pvt Limited 57 Glyph International UK Limited 14 Big Tree Entertainment Pvt Limited 58 Glyph International US LLC 15 Network18 India Holdings Private Limited 59 BRR Securities Private Limited 16 RVT Media Private Limited 60 IBN18 Media & Software Limited 17 MobileNXT Online Private Limited 61 Capital18 Media Advisors Private Limited 18 Colosceum Media Private Limited 62 BK Media Mauritius Limited, Mauritius 19 Stargaze Entertainment Private Limited 63 BK Holdings Limited, Mauritius 20 Webchutney Studio Pvt. Limited 64 Television Eighteen Media and Investments Limited, Mauritius 21 Juxt Consult Research and Consulting Private Limited 65 BK Communications Limited, Mauritius 22 Goosefish Media Ventures Private Limited 66 BK Ventures Limited, Mauritius 23 Blue Slate Media Private Limited 67 BK Capital Limited, Mauritius 24 digital18 Media Limited 68 BK Network Limited, Mauritius 25 RVT Holdings Pvt Limited 69 Television Eighteen Mauritius Ltd, Mauritius 26 RRK Holdings Pvt Limited 70 Capital18 Limited, Mauritius 27 RB Software Private Limited 71 Capital 18 Advisors Limited, Mauritius 28 RB Investments Private Limited 72 International Media Advisors Private Limited 29 VT Investments Private Limited 73 ibn18 Mauritius Limited 30 RVT Softech Private Limited 74 TV18 UK Limited, UK 31 RRB Holdings Pvt Ltd 75 Web18 Holdings Limited, Cayman Islands 32 greycells18 Media Limited 76 E-18 Limited, Cyprus 33 RB Softech Pvt. Ltd. 77 TV18 HSN Holdings Limited, Cyprus 34 VT Holdings Private Limited 78 Network 18 Holdings Limited, Cayman Islands 35 BK Media Pvt Limited 79 Namono Investments Limited, Cyprus 36 Tangerine Digital Entertainment Pvt. Ltd. 80 Capital18 Limited, Cayman Islands 37 Keyman Financial Services Pvt. Ltd. 81 Capital18 Acquisition Corp, Cayman Islands 38 RVT Fincap Pvt Limited 82 The Indian Film Company Limited, Guernsey 39 VT Softech Private Limited 83 The Indian Film Company (Cyprus) Limited 40 Network18 Publications Limited 84 TV18 Employees Welfare Trust 41 RB Finhold Private Limited 85 IBN18 Trust 42 RRK Finhold Private Limited 86 Global Broadcast Employees Welfare Trust 43 RRB Investments Private Limited 87 Network18 Employees Welfare Trust 44 RRB Fincap Private Limted 88 Network18 Group Senior Welfare Professional Trust

21 Television Eighteen India Limited

CORPORATE GOVERNANCE REPORT

Corporate Governance refers to the blend of laws, rules, regulations and voluntary practices that are able to attract the best of capital and talent. Strong corporate governance is indispensable for safeguarding the interests of shareholders and other stakeholders. The Company understands and respects its fiduciary role and responsibility towards shareholders and strives hard to meet their expectations.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE TV18’s philosophy of corporate governance is concerned with the commitment to the values and ethical business conduct. It is a bouquet of laws, rules, regulations, policies, processes and procedures governing the affairs of a Company in pursuit of its business goals. Corporate Governance is based on the principle of integrity, fairness, equity, transparency, accountability and commitment to values. TV18 believes in satisfying the spirit of law and not just the letter of law, Corporate Governance standards should go beyond the law. Effective implementation of policies underpins the commitment of the Company to uphold highest principles of Corporate Governance consistent with the Company’s goal to enhance the value of stakeholders. TV18’s Board of Directors and Management are deeply committed to pursuing growth by adhering to the highest national and international standards of Corporate Governance. Our vision coupled with our Business Principles and Core Dimensions, which create the culture of High Performance Environment to enhance overall stakeholder value. We believe that fairness in corporate procedures, transparent and high degree of disclosures in reporting system, clear distinction between personal conveniences and corporate resources, fiduciary and trustee relationship and maximization of shareholder’s value in the long run are the major pillars on which our structure of the Corporate Governance rests.

BOARD OF DIRECTORS Over the years, the Board has developed the Corporate Governance guideline which ensures that Board of Directors will have all the necessary authority to formulate, implement and continuously review the strategies focused to achieve the mission & vision of the Company.

Composition of the Board The Board of your Company has an appropriate blend of Executive, Non Executive and Independent Directors comprising, one Managing Director, one Whole-Time Director and four Non-Executive Directors out of which two are Independent Directors. The Chairman of the Board of Directors is an Independent Non-Executive Director. During the year, a casual vacancy was caused in the Board due to the sad demise of Late Shri G. K. Arora, who was holding the position of Non-Executive/ Independent Chairman. The said casual vacancy is yet to be filled in. Rest of the Board remains the same as was there in the previous year and Mr. Manoj Mohanka, who is a non executive independent Director has been appointed as Chairman of the Board.

Number of Board Meetings held during the year During the year under review, Seven Board Meeting were held viz. on May 13, 2009, June 29, 2009, July 15, 2009, September 7, 2009, September 30, 2009, October 16, 2009 and January 20, 2010. The composition of the Board of Directors, attendance of Directors at the Board Meetings and Annual General Meeting and also the number of other directorships/committee memberships in Indian Public limited Companies are as follows: Name of the Director Category# Attendance Particulars No. of other Directorships and committee memberships/ chairmanships$ Number of Board Last Meetings AGM Held Attended Other Committee Committee Directorships Memberships Chairmanship Mr. G. K. Arora* Chairman/NED/ ID 6 6 No - - - Mr. Raghav Bahl MD/ ED 7 7 Yes 13 1 1 Mr. Sanjay Ray WTD/ ED 7 7 Yes 11 4 4 Chaudhuri Ms. Subhash Bahl NED 7 6 No 1 - - Ms. Vandana Malik NED 7 6 No 6 - - Mr. Manoj Mohanka NED/ ID 7 7 Yes 6 5 3 Mr. Hari S. Bhartia NED/ ID 7 1 No 13 4 2 # NED-Non Executive Director, ID - Independent Director, MD-Managing Director, WTD-Whole Time Director, ED-Executive Director. * Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009 and in his place Mr. Manoj Mohanka is appointed as the Chairman of the Board of Directors. $ i) Excluding Private Limited Companies, whether subsidiaries of a Public Limited Company or not, Foreign Companies and Companies under section 25 of The Companies Act, 1956, however. ii) Only two Committees viz. the Audit Committee and the Shareholders/ Investors Grievance Committee are considered. iii) None of the Directors is a Chairman / Member in more than 5 / 10 committees across all companies in which they are Directors.

Details of the Remuneration / Sitting Fees paid to the Directors No remuneration was paid to Non-executive Directors during the financial year ended on March 31, 2010, except sitting fees for attending the meetings of the Board/ Committee(s) thereof.

22 Television Eighteen India Limited

Remuneration / Sitting fees paid to the Directors on the Board for attending BoD / Committee Meetings during April 1, 2009 to March 31, 2010 is given below: Name Business Relationship with other Gross Sitting Total (Rs.) Relationship with Directors Remuneration Fee (Rs.) company, if any (Rs.) Mr. G. K. Arora* - - - 90,000/- 90,000/- Ms. Subhash Bahl - Mother of Mr. Raghav Bahl and - 60,000/- 60,000/- Ms. Vandana Malik Mr. Raghav Bahl - Brother of Ms. Vandana Malik NIL - NIL Mr. Sanjay Ray Chaudhuri - - 42,00,000/- - 42,00,000/- Mr. Manoj Mohanka - - - 115,000/- 115,000/- Mr. Hari S. Bhartia - - - 15,000/- 15,000/- Ms. Vandana Malik - Sister of Mr. Raghav Bahl - 60,000/- 60,000/- *Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009

Shares/ Options of Non- executive Directors Directors’ Name No. of Shares held as on 31.03.2010 No. of Options granted during the year Mr. G. K. Arora* Nil Nil Ms. Vandana Malik 26622 Nil Ms. Subhash Bahl 124389 Nil Mr. Manoj Mohanka Nil Nil Mr. Hari S. Bhartia Nil Nil

*Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009 The Company has no policy of advancing any loans to Directors. It has not paid, so far, any commission on profits to any Director of the Company. The Non-Executive Directors, apart from receiving sitting fees for attending Board Meetings and Committee Meetings, do not have any other pecuniary relationship with the Company. The Whole Time Director has been paid remuneration in accordance with his terms of appointment fixed by shareholders pursuant to Section 269 read with Schedule XIII of the Companies Act, 1956.

Appointment or Re-appointment of Directors Information regarding the Directors, who are retiring by rotation and being eligible for re-appointment at the ensuing Annual General Meeting of the Company, pursuant to Part (IV) G (i) of Clause 49 of the Listing Agreement entered with the Stock Exchanges are as under:

Ms. Subhash Bahl Ms. Subhash Bahl has completed B.A. and B.T. (Bachelor of Teachers Training) from Punjab University. She started her career as a teacher with Cambridge School and thereafter she joined Navyug School, governed by NDMC, as a Chairperson. She has been extensively involved in various social services. She is also on the board of directors of Network18 and has over 41 years experience in educational sector. The details of her other directorships is given hereunder:

Indian Companies 1. Network18 Media and Investments Limited; Director Ms. Subhash Bahl is holding 124389 numbers of Equity Shares of the Company as on March 31, 2010.

Risk Management The Board periodically takes review of the total process of risk management in the organization. The Management is accountable for the integration of risk management practices.

COMMITTEE(S) OF THE BOARD The Board of the Company has constituted various Committee(s) having their focus attention on the different aspect of the Company. The scope, terms of reference, powers & role of the committee are defined as under:

1. AUDIT COMMITTEE (a) Composition The Audit Committee of the Company is constituted in accordance with the provision of Clause 49 of Listing Agreement with Stock Exchange(s) and Section 292 of the Companies Act 1956. The Audit Committee comprises of three Directors, out of whom two are Independent Non- executive Directors namely Mr. Manoj Mohanka and Mr. Hari S Bhartia, one is Executive Director namely Mr. Sanjay Ray Chaudhuri. The Audit Committee is constituted in accordance with the provisions of Clause 49 of the Listing Agreement and Section 292 A of the Companies Act, 1956. All the members of the Committee are financially literate and Chairman of the Audit Committee is a financial Management expertise. The Company Secretary acts as the Secretary to the Committee. 23 Television Eighteen India Limited

(b) Terms of reference, powers & role of the Committee The Committee deals with the various aspects of financial statements, adequacy of internal controls, various audit reports, compliance with accounting standards, Company’s financial & risk management policies. It reports to the Board of Directors about its findings& recommendations pertaining to above matters.

(c) Number of Committee meetings & attendance During the year five meetings of the Audit Committee were convened on May 13, 2009, June 29, 2009, July 15, 2009, October 16, 2009 and January 20, 2010. The composition and attendance of the Directors at the Audit Committee are as follows: Name Category of Directorship Position held in No. of Committee Committee Meetings the Committee Meetings held attended Mr. Manoj Mohanka Non Executive & Independent Director Chairman 5 5 Mr. G. K. Arora* Non Executive & Independent Director Member 4 4 Mr. Sanjay Ray Chaudhuri Executive/Whole Time Director Member 5 5 Mr. Hari S Bhartia Non Executive & Independent Director Member 5 1

*Ceased to be the Member due to his sad demise on November 5, 2009 d) Review of information by the Audit Committee The Audit Committee review the reports of the Internal Auditors, meets Statutory and Internal Auditors as and when required & discuss their findings, observations, suggestions, internal control system, scope of audit and other related matters.

SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE (a) Composition The Committee comprises of three directors, two of whom are Non–executive Independent Directors namely Mr. Manoj Mohanka, Mr. H. S. Bhartia and one of whom is a Executive Director namely Mr. Sanjay Ray Chaudhuri. (b) Terms of reference, powers & role of the Committee The Committee specifically looks into the redressal of shareholders / investors’ complaints (c) Number of Committee meetings & attendance The Committee met four times during the year viz. on April 07, 2009, July 09, 2009, October 09, 2009 and January 05, 2010 and discussed about the complaints received from the shareholders and investors and redressal thereof. The composition of Shareholders/ Investors’ Grievance Committee and attendance of the Directors at the above Committee(s) are as follows: Name of the Director Category of Directorship Position held in No. of meetings No. of meetings the Committee held attended Mr. Manoj Mohanka Non Executive & Independent Director Chairman 4 4 Mr. Hari S. Bhartia Non Executive & Independent Director Member 4 - Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 4 4

(d) Name and designation of Compliance Officer Anil Srivastava Senior VP- Corporate Affairs & Company Secretary Ph # (+95120) 434 1818 Fax # (+95120) 432 4110 e-mail: [email protected]

(e) Investors’ correspondence / complaints & their redressal The company has received 197 correspondence/complaints from the shareholders during the period April 01 2009 to March 31, 2010 out of which 114 were in the nature of requests for change of address, Ecs Bank Mandate, revalidation / correction of warrants, dematerialization etc. The rest of the 83 correspondence in the nature of complaints were redressed / attended to satisfaction of the shareholder and debenture holders. All complaints were redressed / attended to the satisfaction of the shareholder and debenture holders and no complaint was pending at the end of the financial year March 31, 2010.

REMUNERATION/COMPENSATION COMMITTEE (a) Composition The Committee comprises of three Directors out of whom two are Non–executive Independent Directors namely, Mr. Manoj Mohanka and Mr. Hari S. Bhartia and one of whom is a Executive Director namely Mr. Sanjay Ray Chaudhuri.

(b) Terms of reference, powers & role of the Committee The committee deliberates on the remuneration policy of the Directors including granting options/ equity shares under various Employees Stock Option / Purchase Plans of the Company

24 Television Eighteen India Limited

(c) Number of Committee meetings & attendance The Committee met once during the year viz. October 16, 2009. The composition of Remuneration/ Compensation Committee and attendance of the Directors at the above meeting is as follows: Name of the Director Category of Directorship Position held in the No. of meetings No. of meetings Committee held attended Mr. Manoj Mohanka Non Executive & Independent Director Chairman 1 1 Mr. Hari S. Bhartia Non Executive & Independent Director Member 1 - Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 1 1 Mr. G. K. Arora* Non Executive & Independent Director Member 1 1 *Ceased to be the Member due to his sad demise on November 5, 2009

RIGHTS ISSUE COMMITTEE (a) Composition The Committee comprises of two Directors, Mr. Raghav Bahl - Executive/Managing Director and Mr. Sanjay Ray Chaudhuri - Executive/ Whole Time Director.

(b) Terms of reference, powers & role of the Committee The committee deals with finalization and execution of the Draft Letter of Offer/Letter of Offer, appoint Lead Manager, Legal Advisor and Registrar to the Issue, decide the basis of allotment and allot shares under the Rights Issue and other related matters related to the Rights Issue of the Company.

(c) Number of Committee meetings & attendance The Committee met eight times during the year viz. September 9, 2009, October 8, 2009, October 26, 2009, January 11, 2010, January 20, 2010, February 05, 2010, March 12, 2010 and March 29, 2010. The composition of Rights Issue Committee and attendance of the Directors at the above meeting is as follows: Name of the Director Category of Directorship Position held in No. of meetings No. of meetings the Committee held attended Mr. Raghav Bahl Executive/ Managing Director Member 8 8 Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 8 8 Mr. G. K. Arora* Non Executive & Independent Director Member 3 2

*Ceased to be a Member due to his sad demise on November 5, 2009

Besides above-mentioned committees, the Company has following other working committees of the Board: 1 Share Transfer Committee 2 Finance Committee 3 Sub Committee 4 Allotment Committee 5 Postal Ballot Committee

GENERAL BODY MEETINGS Details of date, time and venue of the last three Annual General Meetings are as under: Year Venue Date Time Any Special Resolution 2009 M.P.C.U Shah Auditorium, Mahatma Gandhi 26.10.2009 10.00 A.M. • Increase in Section 293(1)(d) limits. Sanskritik Kendra, Shree Delhi Gujrati Samaj Marg, Civil Lines, Delhi – 110 054 2008 M.P.C.U Shah Auditorium, Mahatma Gandhi 15.09.2008 11.30 A.M. No. Sanskritik Kendra, Shree Delhi Gujrati Samaj Marg, Civil Lines, Delhi – 110 054 2007 Kamani Auditorium, 07.09.2007 2:00 P.M. • Amendment in the Articles of Association 1 Copernicus Marg, New Delhi – 110 001 consequent to alteration in the Authorized Share Capital • Issue of Bonus shares

25 Television Eighteen India Limited

Postal Ballot: During the year under review the Company has conducted two Postal Ballot process in accordance with Section 192A of the Companies Act, 1956, read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 and the details are as follows: Date of Completion of Name of the Brief of Resolution(s) Percentage of votes cast Postal Ballot Scrutinizer in favour of resolution June 20, 2009. (Result Mr. Anil Bhayana, Ordinary Resolution for re-classification of existing -unis 99.99% declared on June 22, Practicing Company sued 5,00,000 Preference Shares Capital of Rs. 100/- 2009) Secretary each into 1,00,00,000 Equity Shares or Rs. 5/- each. Ordinary Resolution for increasing of Authorized Shares 98.58% Capital of the Company from Rs. 105 Crores to Rs. 205 Crores by altering Capital Clause of the Company. December 30, 2009. Mr. Anil Bhayana, Special Resolution U/s 372A of the Companies Act, 99.94% (Result declared on Practicing Company 1956 for making the Inter/corporate /loans& Investments/ December 31, 2009) Secretary Guarantees. Special Resolution for re-appointed of Mr. Sanjay Ray 99.98% Chaudhuri as Whole Time Director of the Company for the period of three years w.e.f. April 01, 2009 to March 31, 2012. Special Resolution for amendments of clause 16 and 78A 99.94% of the Articles of Association of the Company. Special Resolution for clubbing of Second and Third 99.94% and Final Call Money of Partly Paid Equity Shares of the Company issued under the Rights Issue. Ordinary Resolution for creation of charge pursuant to 93.44% Section 293(1)(a) of the Companies Act, 1956. DISCLOSURES a. Related Party Transaction The related party disclosures contained in the Audited Financial Statements for the period ended March 31, 2010 are set out in schedule 16 of Notes on Accounts forming part of the Annual Report. b. Disclosure of Accounting Treatment The Company has followed the applicable Accounting Standards issued by The Institute of Chartered Accountant of India/ Company (Accounting Standards) Rules, 2006 for preparation of financial statements. c. Disclosure to the Board The details relating to the financial and commercial transactions where Directors may have a potential interest are informed to the Board. The interested Directors neither participate nor vote on matters in which they are in any way deemed to be concerned or interested. d. Mandatory Compliances The company is complying with the mandatory requirements of Clause 49, as applicable. e. Other Disclosures The company to the best of its knowledge and understanding has complied with the requirements, of the listing agreements of the Stock Exchanges and the regulations and guidelines of SEBI. Stock Exchanges, SEBI or any statutory authorities have not imposed any penalties or strictures on matters relating to capital markets during the last three years. The CEO and the CFO have furnished to the Board, a certificate in respect of the Financial Statements and the Cash Flow Statement of the Company for the year ended on March 31, 2010. f. Code of Conduct In Compliance with Clause 49 of the Listing Agreement, The Company has adopted a Code of Ethics in addition to the Company’s Code of Business Conduct for all the Board Members and Senior Management Personnel of the Company, which is also available on the website of the Company i.e. www.network18online.com. All Board Members and Senior Management Personnel to whom the code of conduct is applicable have affirmed compliance with the code. g. Code of Conduct for prevention of Insider Trading The Board has also adopted the Code of Conduct for prevention of Insider Trading as provided under ‘The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time. This code is also available on the website of the Company i.e. www.network18online.com. h. Non-Mandatory requirements The Board reviews adoption of non-mandatory requirements of Clause 49 of the Listing Agreement by the Company from time to time. MEANS OF COMMUNICATION The quarterly and annual financial results of the Company are published in ’Financial Express’ (English), Business Standard (English), Business Standard (Hindi) and ‘Jansatta’ (Hindi). The financial results and other shareholders information are also displayed on the website of the Company i.e. www.network18online.com. The Company also uploads the financial results on Electronic Data Information Filing and Retrieval System (EDIFAR)* at www.edifar.sebi. gov.in, the official website of Securities and Exchange Board of India (SEBI) as required under Clause 51 of the Listing Agreement entered into with the Stock Exchange(s). *SEBI has discontinued the EDIFAR System w.e.f. April 01, 2010. Management Discussion and Analysis is provided as a part of the Directors’ Report. 26 Television Eighteen India Limited

Designated E-mail ID for investors The Company has designated the following E-mail ID exclusively for investor servicing: [email protected] GENERAL SHAREHOLDER INFORMATION Time 11.00 A.M. Venue MPCU Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2, Raj Nivas Marg, Shree Gujarati Samaj Marg, Delhi – 110 054 Day and date Tuesday, the 27th day of July, 2010 Annual General Meeting Financial Year 1st April of each year to 31st March of next year Financial Reporting for the quarter ending June 30, 2010 Last week of August 15, 2010 Financial Reporting for the quarter ending September 30, 2010 Last week of November 15, 2010 Financial Reporting for the quarter ending December 31, 2010 Last week of February 15, 2011 Financial Reporting for the year ending March 31, 2011 Last week of May 15, 2011 Financial Calendar: [tentative] • Dates of Book Closure : Wednesday, July 21, 2010 to Tuesday, July 27, 2010. • Name of the Stock Exchanges in which the securities are listed: The Securities of the Company are listed on Bombay Stock Exchange Limited (BSE) and on National Stock Exchange of India Limited (NSE). • Stock Code Stock Exchange Equity The Stock Exchange, Mumbai 532299 National Stock Exchange of India Limited TV-18 The International Securities Identification Number (ISIN) of the Equity Shares of the Company is INE889A01026.

Stock Market Data High Low during each month in the last financial year Month’s High Price Month’s Low Price Month (In Rs. per share) (In Rs. per share) NSE BSE NSE BSE Apr-09 99.00 98.10 70.05 70.00 May-09 155.00 154.90 85.25 85.35 Jun-09 167.90 167.70 116 116.50 Jul-09 120.50 119.80 82.10 82.60 Aug-09 120.90 120.75 96.75 97.00 Sep-09 118.00 118.00 94.50 95.00 Oct-09 98.00 98.00 72.00 71.90 Nov-09 83.80 84.00 69.15 69.30 Dec-09 91.00 91.00 77.10 76.05 Jan-10 95.60 95.55 72.00 72.00 Feb-10 81.10 83.00 71.75 71.55 Mar-10 79.10 79.25 72.00 71.90

Comparison of the stock performances with NSE NIFTY

Stock Performances [Indexed to 100 as on April, 2009] 200

160

120

80

40

0 9 9 9 9 9 9 9 9 9 0 0 0 0 .0 .0 .0 .0 .0 .0 .0 .0 .0 .1 .1 .1 .1 4 5 6 7 8 9 0 1 2 1 2 3 3 .0 .0 .0 .0 .0 .0 .1 .1 .1 .0 .0 .0 .0 1 2 2 1 1 1 1 3 1 1 2 2 1 0 0 0 0 0 0 0 0 0 0 0 0 3

TV18- NSE NIFTY

27 Television Eighteen India Limited

Comparison of the stock performances with BSE SENSEX

Stock Performances [Indexed to 100 as on April, 2009] 200

160

120

80

40

0 9 9 9 9 9 9 9 9 9 0 0 0 0 .0 .0 .0 .0 .0 .0 .0 .0 .0 .1 .1 .1 .1 4 5 6 7 8 9 0 1 2 1 2 3 3 .0 .0 .0 .0 .0 .0 .1 .1 .1 .0 .0 .0 .0 1 2 2 1 1 1 1 3 1 1 2 2 1 0 0 0 0 0 0 0 0 0 0 0 0 3

TV18- BSE SENSEX

Address of the Registrars & Share Transfer Agent Karvy Computershare (P) Ltd. Plot No. 17-24, Vithal Rao Nagar, Madhapur, Hyderabad-500 081

Name and designation of Compliance Officer Anil Srivastava Senior VP- Corporate Affairs & Company Secretary Ph # (+91 – 120) 434 1818 Fax # (+91 – 120) 432 4110 e-mail: [email protected] Share Transfer System Share transfers in physical form are registered and returned within the stipulated time, if documents are in order, in all respects. Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 26th June 2000 as per notification issued by the Securities and Exchange Board of India(SEBI). • Approximate time taken for share transfer if the Documents are in order, in all respects : 15 days • Total No. of shares dematerialised as on 31.03.2010 : 179212764 (99.90%) • Total No. of Shares held in Physical form as on March 31, 20010 : 181318 (0.10%) • Total No. of physical shares transferred during 2009 – 2010 : 2114 • Number of Shares pending for Transfer as on 31.03.2010 : NIL As required under Clause 47(c) of Listing Agreement of Stock Exchanges, the Company obtains a certificate on half-yearly basis from a Company Secretary-in-practice, regarding share transfer formalities, copy of which is filed with the Stock Exchanges. Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which there are arrears on the call money.

Category of shareholders on March 31, 2010 (both physical and demat form) S. No Category No. of Shareholders No. of Shares held % of total shares 1 RESIDENT INDIVIDUALS 53160 24036226 13.40 2 BODIES CORPORATES 1359 18074595 10.08 3 FI/MUTUAL FUND/UTI/BANKS 54 18889402 10.53 4 PROMOTERS 18 104392218 58.19 5 NRI/OCBs/FIIs 161 13817125 7.70 6 TRUSTS 12 184516 0.10 TOTAL 54764 179394082* 100

*Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which there are arrears on the call money.

28 Television Eighteen India Limited

Graphic presentation of the Shareholding Pattern as on 31.03.2010

Distribution of Shareholding by size, as on March 31, 2010 S. No Amount (Rs.) No. of Shareholders % of Shareholders Shares held % of Shareholding 1 upto1 - 5000 51356 93.78 8288399 4.62 2 5001 - 10000 1548 2.83 2324927 1.30 3 10001 - 20000 821 1.50 2365227 1.32 4 20001 - 30000 325 0.59 1634737 0.91 5 30001 - 40000 127 0.23 906549 0.51 6 40001 - 50000 110 0.20 1024474 0.57 7 50001 - 100000 191 0.35 2774953 1.55 8 100001 and above 286 0.52 160074816 89.23 TOTAL 54764 100 179394082* 100.00

*Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which there are arrears on the call money.

Shares held in Demat Shareholders holding shares in electronic form may give instructions regarding bank details, which they wish to incorporate on their dividend warrants to their depository participants. As per the regulations of NSDL and CDSL, the Company is obliged to print the bank details on the dividend warrants as furnished by these depositories to the Company.

Outstanding GDRs/ADRs/warrants/Convertible instruments • The Company has not issued any ADRs/ GDRs during the year under review.

Plant Location Not applicable Registered Office Address Address for Correspondence-Corporate Office Television Eighteen India Limited Television Eighteen India Limited 503, 504 & 507, 5th, ‘Mercantile House’, Express Trade Tower, Plot No. 15-16, 15, Kasturba Gandhi Marg, Sector-16A, Noida, U. P. New Delhi – 110 001 Phone No. : (0120) 434 1818 Phone No. : (011) 415 06112 Fax No. : (0120) 432 4110 Fax No. : (011) 415 06115 E-mail : [email protected] E-mail : [email protected]

29 Television Eighteen India Limited

DECLARATION UNDER CLAUSE 49-I(D) OF THE LISTING AGREEMENT

Dear Members, In compliance with the provisions of Clause 49 of the Listing Agreement, the Company had laid down a “Code of Conduct” to be followed by all the Board members and senior management personnel which received the sanction of the Board and has been posted on the website of the Company. The Code lays down the standards of ethical and moral conduct to be followed by the members in the course of proper discharge of their official duties and commitments. All the members are duly bound to follow and confirm to the Code. It is hereby certified that all the members of the Board and Senior Management Personnel have confirmed to and complied with the “Code of Conduct” during the financial year 2009-2010 and there has been no instances of violation of the Code.

For Television Eighteen India Limited

Sd/- Place: Noida Raghav Bahl Date: May 28, 2010 Managing Director

CEO AND CFO CERTIFICATION

We, Haresh Chawla, Chief Executive Officer and R.D.S. Bawa, Chief Financial Officer, responsible for the finance function and the Compliance of the Code of Conduct of the Company certify that: 1. I have reviewed financial statements and the cash flow statement for the year and to the best of my knowledge and belief: These statements do not contain any material untrue statement or omit any material fact or contains statements that might be misleading. These statements together represent a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. 3. I accept the responsibility for establishing and maintaining internal controls and that I have evaluated the effectiveness of the internal control systems of the company and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which I was aware and the steps I have taken or propose to take to rectify these deficiencies. 4. During the year there were no – (i) Changes in internal control. (ii) Changes in accounting policies; and (iii) Instances of fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system.

Sd/- Sd/- Place : Noida Haresh Chawla R.D.S. Bawa Date : May 28, 2010 Chief Executive Officer Chief Financial Officer

Certificate on Compliance with the conditions of Corporate Governance Under Clause 49 of the Listing Agreement

To the Members of Television Eighteen India Limited 1. We have reviewed the implementation of Corporate Governance procedures by Television Eighteen India Limited (the Company) during the year ended March 31, 2010, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance, as approved by the Board of Directors. 2. The compliance of condition of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. 4. On the basis of our review and according to the best of our information and according to the explanations given to us, the company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the listing agreements with the Stock Exchange as in force. For & on behalf of TULIKA AGGARWAL & ASSOCIATES Company Secretaries

Sd/- Place : New Delhi Tulika Aggarwal Date : May 28, 2010 Membership No. ACS-14088 Certificate of Practice No. : 6337

30 Television Eighteen India Limited

AUDITORS’ REPORT

TO THE MEMBERS OF ANNEXURE TO THE AUDITORS’ REPORT TELEVISION EIGHTEEN INDIA LIMITED (Referred to in paragraph 3 of our report of even date) 1. We have audited the attached Balance Sheet of Television i. In respect of its fixed assets: Eighteen India Limited, (‘the Company’) as at 31 March, 2010, a. The Company has maintained proper records showing the Profit and Loss Account and the Cash Flow Statement of full particulars, including quantitative details other than for the Company for the year ended on that date, both annexed situation of some of its fixed assets. thereto. These financial statements are the responsibility of the b. According to the information and explanations given to Company’s Management. Our responsibility is to express an us, the Company has a regular programme of physical opinion on these financial statements based on our audit. verification of its fixed assets by which fixed assets are 2. We conducted our audit in accordance with the auditing verified by the Management in a phased manner overa standards generally accepted in India. Those Standards period of three years. In accordance with this programme, require that we plan and perform the audit to obtain reasonable certain fixed assets were verified during the year and no assurance about whether the financial statements are free of material discrepancies were noticed on such verification. material misstatements. An audit includes examining, on a test In our opinion, this periodicity of physical verification is basis, evidence supporting the amounts and the disclosures in reasonable having regard to the size of the Company and the financial statements. An audit also includes assessing the the nature of its assets. accounting principles used and significant estimates made by c. The fixed assets disposed off during the year, in our opinion, the Management, as well as evaluating the overall financial do not constitute a substantial part of the fixed assets of statement presentation. We believe that our audit provides a the Company and such disposal has, in our opinion, not reasonable basis for our opinion. affected the going concern status of the Company. 3. As required by the Companies (Auditor’s Report) Order, 2003 ii. In respect of its inventory: (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a. As explained to us, the inventories were physically a statement on the matters specified in paragraphs 4 and 5 of the verified during the year by the Management at reasonable said Order. intervals. 4. Without qualifying our report, attention is invited to Note 11 of b. In our opinion and according to the information and Schedule 16 to the financial statements wherein it is stated that explanations given to us, the procedures of physical Company has long term investments of Rs. 27,768.95 lakhs verification of inventories followed by the Management in quoted equity shares. The market value of these quoted were reasonable and adequate in relation to the size of the investments as at 31 March, 2010 aggregates to Rs. 7,472.75 Company and the nature of its business. lakhs. The Company also has an investment of Rs. 1,335.43 lakhs c. In our opinion and according to the information and in a subsidiary, the net worth of which has been eroded. However, explanations given to us, the Company has maintained having regard to continued long term strategic involvement, proper records of its inventories and no material management is of the view that no provision is considered discrepancies were noticed on physical verification. necessary for diminution in the value of these investments. iii. In respect of loans, secured or unsecured, granted by the 5. Further to our comments in the Annexure referred to in paragraph Company to companies, firms or other parties covered in 3 above, we report as follows: the Register under Section 301 of the Companies Act, 1956, a. we have obtained all the information and explanations which according to the information and explanations given to us to the best of our knowledge and belief were necessary for a. The Company has granted loans aggregating Rs. 1,893.18 the purposes of our audit; lakhs to 2 parties during the year. At the year-end, the b. in our opinion, proper books of account as required by law outstanding balances of such loan aggregated Rs. 592.16 have been kept by the Company so far as it appears from our lakhs (from 4 parties) and the maximum amount involved examination of those books; during the year was Rs. 4,946.84 lakhs (from 8 parties). c. the Balance Sheet, the Profit and Loss Account and the Cash b. The rate of interest and other terms and conditions of such Flow Statement dealt with by this report are in agreement loans are, in our opinion, prima facie not prejudicial to the with the books of account; interests of the Company. d. in our opinion, the Balance Sheet, the Profit and Loss Account c. As per the information and explanations given to us, the and the Cash Flow Statement dealt with by this report are loans referred to in paragraph iii a above, being receivable in compliance with the Accounting Standards referred to in on demand, together with interest, repayments made Section 211(3C) of the Companies Act, 1956; during the year are as mutually agreed. e. in our opinion and to the best of our information and according d. According to the information and explanations given to us, to the explanations given to us, the said accounts give the the other terms and conditions of the loans given by the information required by the Companies Act, 1956 in the Company are prima facie not prejudicial to the interest of manner so required and give a true and fair view in conformity the Company and there are no overdue amounts in respect with the accounting principles generally accepted in India: of above loans including interest thereon. i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2010; e. The Company has not taken any loans, secured or ii. in the case of the Profit and Loss Account, of the loss of unsecured from parties listed in the register maintained under Section 301 of the Companies Act, 1956. the Company for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows iv. In our opinion, and according to the information and explanations of the Company for the year ended on that date. given to us, having regard to the explanations that some of the fixed purchased, goods sold and services rendered are of a f. On the basis of the written representations received from the special nature and suitable alternative sources are not readily Directors as on 31 March, 2010 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size March, 2010 from being appointed as a director in terms of of the Company and the nature of its business with regard to Section 274(1)(g) of the Companies Act, 1956. purchases of inventory and fixed assets and the sale of goods For DELOITTE HASKINS & SELLS and services. During the course of our audit, we have not Chartered Accountants observed any major weakness in such internal control system. (Firm Registration No: 015125N ) v. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, ALKA CHADHA 1956, to the best of our knowledge and belief and according to Noida Partner the information and explanations given to us: 28 May, 2010 (Membership No. 93474) 31 Television Eighteen India Limited

a. the particulars of contracts or arrangements referred to x The Company does not have any accumulated losses as at the in Section 301 that needed to be entered in the Register year end and the Company has not incurred cash losses in the maintained under the said Section have been so entered. financial year and in the immediately preceding financial year. b. the transactions made in pursuance of contracts or xi. In our opinion and according to the information and explanations arrangements entered in the register maintained under given to us, the Company has not defaulted in the repayment Section 301 of the Companies Act, 1956 and exceeding of dues to banks and financial institutions. According to the the value of Rs. 5 lakhs in respect of any party during the information and explanations given to us, the Company did not year having regard to the explanation that some of the have any outstanding debentures during the year. services rendered/purchased are of a specialised nature xii. According to the information and explanations given to us, the for which there are no alternate sources of supply to Company has not granted loans and advances on the basis enable comparison of prices, these have been made at of security by way of pledge of shares, debentures and other prices which are reasonable to prevailing market prices as securities. Accordingly, the provisions of clause 4(xii) of the at the relevant time. Order are not applicable to the Company. vi. In our opinion and according to the information and explanations xiii. According to the information and explanations given to us, given to us, the Company has complied with the provisions the Company is not a chit fund or a nidhi/mutual benefit fund/ of Sections 58A and 58AA or any other relevant provisions of society. Accordingly, the provisions of clause 4(xiii) of the the Companies Act, 1956 and the Companies (Acceptance of Order are not applicable to the Company. Deposits) Rules, 1975 with regard to the deposits accepted xiv. According to the information and explanations given to us, from the public. According to the information and explanations the Company is not dealing or trading in shares, securities, given to us, no order has been passed by the Company Law debentures and other investments. Accordingly, the provisions Board or the National Company Law Tribunal or the Reserve of clause 4(xiv) of the Order are not applicable to the Bank of India or any Court or any other Tribunal. Company. vii. In our opinion, the Company has an adequate internal audit xv. In our opinion and according to the information and explanations system commensurate with the size and the nature of its given to us, the terms and conditions of the guarantees given business. by the Company for loans taken by others from banks and viii. According to the information and explanations given to us, the financial institutions are not prima facie prejudicial to the Central Government has not prescribed maintenance of cost interests of the Company. records under clause (d) of sub-section (1) of Section 209 of xvi. According to the information and explanations given to us, the Companies Act, 1956 for the Company. other than for term loans of Rs. 10,820.51 lakhs at the year ix. According to the information and explanations given to us in end, which as indicated in Note 8 of Schedule 16 are yet to be respect of statutory dues: utilised for the purpose for which these were obtained, in our a. The Company has been generally regular in depositing opinion, other term loans have been applied for the purpose for its undisputed statutory dues including Provident Fund, which they were obtained. Investor Education and Protection Fund, Employees’ State xvii. In our opinion and according to the information and Insurance, Income Tax, Sales Tax, Wealth Tax, Service explanations given to us and on an overall examination of the tax, Customs Duty, Cess and other material statutory dues Balance Sheet, we report that funds raised on short-term basis applicable to it with the appropriate authorities. We are have not been used during the year for long- term investment. informed that the Company’s operations did not give rise xviii. According to the information and the explanation given to us, to any Excise Duty. the Company has not made preferential allotment of shares b. There are no undisputed amounts payable in respect of to parties and companies covered in the register maintained Provident Fund, Investor Education and Protection Fund, under section 301 of the Companies Act, 1956. Accordingly, Employees’ State Insurance, Income Tax, Sales Tax, the provisions of clause 4(xvii) of the Order are not applicable Wealth Tax, Service tax, Customs Duty, Cess and other to the Company. material statutory dues in arrears as at 31 March, 2010 xix. According to the information and explanations given to us, the for a period of more than six months from the date they Company had not issued any debentures during the period became payable. We are informed that the Company’s covered by our audit report. Accordingly, the provisions of operations did not give rise to any Excise Duty. clause 4(xix) of the Order are not applicable to the Company. c. Dues of income tax that have not been deposited on xx. The Management has disclosed the end use of money raised account of disputes are as follows: by rights issues and we have verified the same. Name of Nature Forum where Period to which Amount xxi. To the best of our knowledge and according to the information Statute of the dispute is the amount (Rs.) and explanations given to us, no fraud by the Company and no dispute pending relates fraud on the Company has been noticed or reported during the Income Tax Transfer Income 2001-02 2,474,434 year. Act, 1961 Pricing Tax Appelate Tribunal For DELOITTE HASKINS & SELLS Chartered Accountants Income Tax Transfer Commissioner 2002-03 51,614 Act, 1961 Pricing of Income Tax (Firm Registration No: 015125N ) (Appeals)

There are no dues in respect of Wealth Tax, Sales Tax, ALKA CHADHA Customs Duty, Service Tax and Cess which have not been Noida Partner deposited on account of any dispute. 28 May, 2010 (Membership No. 93474)

32 Television Eighteen India Limited

BALANCE SHEET AS AT 31 MARCH, 2010 Schedule As at As at Reference 31.03.2010 31.03.2009 (Rs.) (Rs.)

SOURCES OF FUNDS 1. SHAREHOLDERS' FUNDS a. Share capital 1 900,846,371 600,071,210 b. Employee stock options outstanding 2 148,222,103 223,317,363 c. Reserves and surplus 3 8,910,511,463 4,645,732,117 2. LOAN FUNDS a. Secured loans 4 2,373,854,177 2,252,707,013 b. Unsecured loans 5 5,720,949,795 6,450,330,693 18,054,383,909 14,172,158,396 APPLICATION OF FUNDS 3. FIXED ASSETS 6 a. Gross block 1,668,495,333 1,649,760,248 b. Less: Depreciation 938,984,190 774,888,472 c. Net block 729,511,143 874,871,776 d. Capital work in progress 1,561,590 2,411,179 731,072,733 877,282,955 4. INVESTMENTS 7 12,198,933,494 7,751,880,859 5. DEFERRED TAX ASSETS (see note 14) 74,559,830 124,974,981 6. CURRENT ASSETS, LOANS AND ADVANCES 8 a. Inventories 3,520,911 4,243,802 b. Sundry debtors 1,329,431,035 1,334,129,780 c. Unbilled revenues 40,462,513 37,400,000 d. Cash and bank balances 2,254,369,153 1,367,378,270 e. Loans and advances 2,906,772,839 4,280,355,489 6,534,556,451 7,023,507,341 7. LESS: CURRENT LIABILITIES AND PROVISIONS 9 a. Current liabilities 1,443,832,725 1,580,198,964 b. Provisions 40,905,874 65,942,113 1,484,738,599 1,646,141,077 8. NET CURRENT ASSETS 5,049,817,852 5,377,366,264 9. MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) 10 — 40,653,337 18,054,383,909 14,172,158,396 Notes forming part of the accounts 16 The above schedules form an integral part of the Balance Sheet As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA Partner Chief Financial Officer Senior VP - Corporate Affairs (Membership No. 93474) & Company Secretary Noida Noida 28 May, 2010 28 May, 2010 33 Television Eighteen India Limited

PROFIT AND LOSS ACCOUNT FOR THE YEAR ended 31 MARCH, 2010 Schedule Year ended Year ended Reference 31.03.2010 31.03.2009 (Rs.) (Rs.) 1. INCOME a. Income from operations 11 2,769,071,995 2,877,144,543 b. Other income 12 630,866,547 1,319,414,051 3,399,938,542 4,196,558,594

2. EXPENDITURE a. Production, administrative and other costs 13 1,835,618,864 1,910,167,293 b. Personnel expenses 14 575,093,604 967,747,972 c. Interest and other financial charges 15 1,091,769,568 987,932,008 d. Interest for acquisition of long term investment (see note 10) - 98,659,085 e. Depreciation 171,880,641 189,572,914 3,674,362,677 4,154,079,272 3. Profit/(Loss) before tax and prior period adjustments (274,424,135) 42,479,322 Prior period adjustments (net) (see note 20) 231,260 5,721,860 Profit/(Loss) before taxation (274,192,875) 48,201,182 4. Provision for taxes a Current income tax [net of MAT credit entitlement Nil relating - (4,772,768) to earlier years (Previous year Rs. 19,938,482) and excess provision written back Nil (Previous year Rs. 34,636,486)] b. Deferred tax (see note 14) 50,415,151 (159,552,290) c. Fringe benefit tax - 14,155,304 d. Wealth tax 147,374 147,914 50,562,525 (150,021,840) 5. Profit/(Loss) for the year (324,755,400) 198,223,022 6. Profit and loss account balance brought forward 399,209,097 101,523,221 74,453,697 299,746,243 7. APPROPRIATIONS a. Transferred to debenture redemption reserve - 14,552,622 b. Transferred from debenture redemption reserve - (114,015,476) Balance carried to Reserves and Surplus 74,453,697 399,209,097 Earnings/(Loss) per equity share (see note 16) (Face value of Rs. 5 per share) Basic (2.45) 1.65 Diluted (2.45) 1.61 Notes forming part of the accounts 16 The above schedules form an integral part of the Profit and Loss Account

As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA Partner Chief Financial Officer Senior VP - Corporate Affairs (Membership No. 93474) & Company Secretary Noida Noida 28 May, 2010 28 May, 2010 34 Television Eighteen India Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2010 Year Ended Year Ended 31.03.2010 31.03.2009 (Rs.) (Rs.) A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(loss) before tax (274,192,875) 48,201,182 Adjustments for : Depreciation 171,880,641 189,572,914 Loss/(profit) on sale/disposal of assets 1,658,531 (2,300,466) Provision for diminution in value of long term investments 10,250,000 — Long term investments written off — 120,555,000 Employee stock compensation expenses 23,904,325 64,000,936 Interest and other financial charges 1,091,769,568 987,932,008 Interest for acquisition of long term investment — 98,659,085 Bad debts written off/ provision for doubtful debts 57,500,000 228,853,834 Provision for doubtful advances 26,499,082 — Loss on exchange rate fluctuation (net) 23,649,554 87,000,000 Dividend on current investments (55,218) (84,727,012) Dividend on long term investments (387,154) (1,408,085) Profit on sale of current investments (30,872,686) (67,967,397) Profit on sale of long term investments — (5,906,095) Excess provisions written back (822,705) (41,554,814) Dividend from units in venture capital trust (long term investment) — (95,000,000) Share in surplus of trust (217,400,000) (578,000,000) Interest income (379,320,574) (170,202,167) Prior period adjustments (net) (231,260) (5,721,860) Operating profit before working capital changes 503,829,229 771,987,063 Adjustments for : Decrease/(Increase) in current assets (256,574,551) (477,642,204) Increase/(Decrease) in current liabilities (127,445,133) 8,295,193 Cash generated from/(used in) operations 119,809,545 302,640,052 Tax on operational income (including fringe benefit tax) (152,239,607) (168,856,740) Prior period adjustments(net) 231,260 5,721,860 Net cash from/(used in) operating activities (32,198,802) 139,505,172 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (including capital advances) (28,678,352) (165,983,709) Sale of assets/claim received 1,349,402 28,249,025 Sale of long term investments - in subsidiaries (equity and preference shares) — 28,813,500 - in associates — 151,190,000 - in other companies — 318,089,595 Sale of current investments - in mutual funds 8,627,014,180 19,452,027,092 Purchase of long term investments: - in subsidiaries (equity and preference shares) (743,898,113) (1,949,409,417) - in associates and joint venture — (10,000,000) - in venture capital trust (239,350,000) (1,877,800,000) - in other companies — (520,036,000) Purchase of current investments: - in mutual funds (10,356,240,798) (14,368,986,663) Application money paid - shares — (183,050,000) - debentures — (1,530,800,000) - units — (50,000) Loan to subsidiaries (49,354,547) (983,134,576) Interest received 391,735,042 161,507,956 Dividend received on current investments — 84,727,012 Dividend from units in venture capital trust (long term investment) — 95,000,000 Dividend received on long term investments 387,154 1,408,085 Share in surplus of trust 217,400,000 578,000,000 Net cash from/(used in) investing activities (2,179,636,032) (690,238,100) C. CASH FLOW FROM FINANCING ACTIVITIES Dividend paid (including dividend distribution tax) — (104,914,948) Interest paid (1,124,904,208) (984,452,980) Interest for acquisition of long term investment — (155,878,678) Share issue expenses for proposed rights issue (122,305,065) 40,653,337 Proceeds from issue of equity shares (net) 4,954,268,724 42,469,966 Redemption of Zero coupon secured partly convertible debentures — (80,043,901) Equity warrants refundable application money received/ (paid) — (1,791,000,000) Proceeds / (Payment) of loans (608,233,734) 3,620,097,858 Net cash from/(used in) financing activities 3,098,825,717 586,930,654 Net increase/(decrease) in cash and cash equivalents 886,990,883 36,197,726 Cash and cash equivalents as at the beginning of the year 1,367,378,270 1,331,180,544 Cash and cash equivalents as at the end of the year 2,254,369,153 1,367,378,270 Note: Cash and cash equivalents as at 31 March, 2010 include restricted cash 277,774,761 53,881,427 As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA Partner Chief Financial Officer Senior VP - Corporate Affairs (Membership No. 93474) & Company Secretary Noida Noida 28 May, 2010 28 May, 2010 35 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 1 SHARE CAPITAL (See note 5)

AUTHORISED: 410,000,000 (Previous year 200,000,000) equity shares of Rs. 5 each 2,050,000,000 1,000,000,000 Nil (Previous year 500,000) preference shares of Rs. 100 each — 50,000,000 2,050,000,000 1,050,000,000 ISSUED, SUBSCRIBED AND PAID UP: 181,373,230 (Previous year 120,014,242) equity shares of Rs. 5 each fully paid up* 906,866,150 600,071,210

Less: Calls in arrears 6,019,779 — Total paid up share capital 900,846,371 600,071,210

Of the above: a. 23,113,829 (Previous year 23,113,829) equity shares of Rs. 5 each have been alloted as fully paid up without payments being received in cash b. 62,022,906 (Previous year 62,022,906) equity shares of Rs. 5 each have been alloted as fully paid up as bonus shares by capitalising securities premium * 84,028,954 (Previous year 53,959,106) equity shares of Rs. 5 each are held by Network18 Media & Investments Limited, the holding company and 5,100,000 (Previous year 5,100,000) equity shares held by network18 India Holdings Private Limited, a wholly owned subsidiary of the Holding company.

SCHEDULE 2 EMPLOYEE STOCK OPTIONS OUTSTANDING

a. Employee stock options outstanding 185,420,982 307,149,556 b. Less: Deferred employee compensation 37,198,879 83,832,193 c. Net balance 148,222,103 223,317,363

SCHEDULE 3 RESERVES AND SURPLUS

1. Securities premium a. Opening balance 3,992,677,843 3,886,222,116 b. Add: Amounts received pursuant to issue of equity shares 4,752,493,148 110,697,866 c. Less: Provision for premium on redemption of Zero 4,242,139 coupon secured partly convertible debentures d. Less: Utilisation for right issue expenses 162,958,402 — e. Closing balance 8,582,212,589 3,992,677,843 2. General reserve a. Opening balance 58,825,177 58,825,177 b. Add: Transfer from Profit and loss account — — c. Closing balance 58,825,177 58,825,177 3. Debenture redemption reserve a. Opening balance 99,462,854 b. Add: Transfer from Profit and loss account 14,552,622 c. Less: Transfer to Profit and loss account (see note 7) 114,015,476 d. Closing balance — — 4. Capital reserve a. Opening balance 195,020,000 — b. Add: Amount transferred on forfeiture of equity warrants (see note 6) — 195,020,000 c. Closing balance 195,020,000 195,020,000 5. Profit and loss account 74,453,697 399,209,097 8,910,511,463 4,645,732,117

SCHEDULE 4 SECURED LOANS

a. Loans from banks (see note 8) i. Cash credit 782,929 547,637,664 ii. Term loans * 1,089,050,282 710,714,286 iii. Working capital demand loan 497,797,525 — iv. Other loans 9,603,412 9,255,112 b. Term loans from others * (see note 8) 776,620,029 985,099,951 2,373,854,177 2,252,707,013 * Term loans repayable within one year 608,475,000 329,985,000

36 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 5 UNSECURED LOANS a. Public deposits (see note 1i. below) 1,770,733,557 950,330,693 b. Other loans (see note 1ii. below) i. from banks 2,250,216,238 3,000,000,000 ii. from others — 250,000,000 c. Commercial paper (see note 1iii. and 2 below) i. from banks — 800,000,000 ii. from others 1,700,000,000 1,450,000,000 5,720,949,795 6,450,330,693 Notes: 1. Repayable within one year i. Public deposits 772,224,870 391,662,000 ii. Other loans - from banks 2,250,000,000 750,000,000 - from others 250,000,000 — iii. Commercial paper - from banks — 800,000,000 - from others 1,700,000,000 1,450,000,000 2. Maximum amount of commercial paper raised during the year 2,000,000,000 2,250,000,000

SCHEDULE 6 FIXED ASSETS

(All amounts in Rupees) GROSS BLOCK DEPRECIATION NET BLOCK

As at Additions Sales / As at As at For the Sale/ As at As at As at Particulars 01.04.2009 during adjustments 31.03.2010 01.04.2009 year adjustments 31.03.2010 31.03.2010 31.03.2009 the year Tangible Freehold land 216,200 - - 216,200 - - - - 216,200 216,200 Leasehold improvements 102,947,902 - - 102,947,902 50,423,390 13,868,316 - 64,291,706 38,656,196 52,524,512 Building 13,463,212 - - 13,463,212 831,507 219,450 - 1,050,957 12,412,255 12,631,705 Plant & machinery 1,312,767,880 18,076,366 5,982,934 1,324,861,312 583,749,278 137,148,732 5,751,173 715,146,837 609,714,475 729,018,602 Furniture & fixtures 24,052,254 15,750 - 24,068,004 12,077,249 952,319 - 13,029,568 11,038,436 11,975,005 Vehicles 38,313,522 9,439,833 4,809,922 42,943,433 13,229,203 3,932,642 2,033,750 15,128,095 27,815,338 25,084,319 Intangible News archives 20,498,422 - - 20,498,422 11,275,554 973,675 - 12,249,229 8,249,193 9,222,868 Computer software 137,500,856 1,995,992 - 139,496,848 103,302,291 14,785,507 - 118,087,798 21,409,050 34,198,565 Total 1,649,760,248 29,527,941 10,792,856 1,668,495,333 774,888,472 171,880,641 7,784,923 938,984,190 729,511,143 874,871,776 Capital work in progress 2,411,179 - 849,589 1,561,590 - - - - 1,561,590 2,411,179 Grand total 1,652,171,427 29,527,941 11,642,445 1,670,056,923 774,888,472 171,880,641 7,784,923 938,984,190 731,072,733 877,282,955 Previous year 1,483,795,871 355,469,255 187,093,699 1,652,171,427 621,486,272 189,572,914 36,170,714 774,888,472 877,282,955 862,309,599

37 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 7 INVESTMENTS [Other than trade (see note 9)]

A. Quoted - Long term in equity shares - at cost a. of subsidiary companies (see note 10 and 11) 23,913,061 (Previous year 720,931) equity shares of Rs.10 each fully 2,461,895,030 170,860,647 paid up in Infomedia 18 Limited (formerly Infomedia India Limited) b. of other companies 592,885 (Previous year 592,885) equity shares Rs. 4 each fully 149,999,905 149,999,905 paid up in KSL and Industries Limited 275,000 (Previous year 275,000) equity shares of Rs. 10 each fully 55,000,000 55,000,000 paid up in Refex Refrigerants Limited 500,000 (Previous year 500,000) equity shares of Rs. 2 each fully paid 110,000,000 110,000,000 up in Provouge (India) Limited Aggregate of quoted - long term investments in equity shares 2,776,894,935 485,860,552

B. Quoted - Current investments in units of mutual funds - at lower of cost or fair value 7,166,121 (Previous year Nil ) units of Rs. 10 each in Birla Sun Life Mutual Fund 104,694,395 — 3,386,717 (Previous year Nil) units of Rs. 10 each in Deutche Mutual Fund 48,959,397 — 129,336 (Previous year Nil) units of Rs. 1,000 each in DSP BlackRock Liquidity Fund 170,000,000 — NIL(Previous year 528,104) units of Rs. 10 each in DSP Merrill Lynch Mutual Fund — 5,297,519 NIL (Previous year 67,228) units of Rs. 1,000 each in DSP Merrill Lynch Mutual Fund — 75,122,515 16,127,556 (Previous year Nil ) units of Rs. 10 each in Fidelity Mutual Fund 190,074,531 — 2,090,881 (Previous year Nil) units of Rs. 10 each in HDFC Mutual Fund 40,168,969 — 9,625,239 (Previous year Nil) units of Rs. 10 each in IDFC Mutual Fund 107,051,007 — 8,814,641 (Previous year Nil) units of Rs. 10 each in JM Financial Mutual Fund 126,000,000 — 14,126,337 (Previous year Nil) units of Rs. 10 each in Kotak Mutual Fund 259,541,604 — 11,986,479 (Previous year 6,324,488) units of Rs. 1,000 each in Religare Mutual Fund 150,000,000 75,600,000 7,961,609 (Previous year Nil) units of Rs. 10 each in Reliance Mutual Fund 110,153,637 — 10,388,243 (Previous year 2,870,896) units of Rs. 10 each in SBI Mutual Fund 150,000,000 55,962,692 NIL (Previous year 5,107,369) units of Rs. 10 each in Sundaram BNP Paribas Mutual Fund — 94,000,000 55,935 (Previous year 3,364) units of Rs. 1,000 each in Tata Mutual Fund 94,829,498 5,335,790 NIL (Previous year 1,445,231) units of Rs. 10 each in Taurus Mutual Fund — 14,500,000 126,551 (Previous year Nil) units of Rs. 1,000 each in Taurus Mutual Fund 134,500,000 — 265,048 (Previous year Nil) units of Rs. 1,000 each in UTI Mutual Fund 400,000,000 — Aggregate of quoted - current investment in units of mutual funds 2,085,973,038 325,818,516 Includes unutilised money of: - Rights issue 2,085,973,038 —

C. Unquoted - Long term in equity shares - at cost a. of subsidiary companies 12,295,000 (Previous year 12,295,000) equity shares of USD 1 each 160,631,581 160,631,581 fully paid up in Television Eighteen Mauritius Limited 5,949,000 (Previous year 5,949,000) equity shares of Rs. 10 each 59,490,000 59,490,000 fully paid up in iNews.com Limited 2,678,894 (Previous year 2,678,894) equity shares of Rs. 10 each fully paid up 133,543,900 133,543,900 in Newswire18 Limited (formerly News Wire 18 India Private Limited) 10,000 (Previous year 10,000) equity shares of Rs. 10 each fully 100,000 100,000 paid up in RVT Investments Private Limited 38 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.)

100,001 (Previous year 100,001) equity shares of USD 1 each fully 3,996,790 3,996,790 paid up in Television Eighteen Media and Investment Limited Nil (Previous year 8,227,466) equity shares of Rs. 10 each fully — 1,778,548,770 paid up in I-Ven Interactive Limited (see note 10) b. of other companies 898,500 (Previous year 898,500) equity shares of Rs. 10 each fully 62,895,000 62,895,000 paid up in Delhi Stock Exchange Association Limited 125,000 (Previous year 125,000) equity shares of Rs. 10 each fully 10,250,000 paid up in Jagran 18 Publications Limited Less: Provision for diminuition in value of investment (10,250,000) — 10,250,000 3,192 (Previous year 3,192) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000 up in Skorydove Systems Private Limited 83,763 (Previous year 83,763) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000 up in Ensemble Infrastructure India Limited Aggregate of unquoted - long term investments in equity shares 540,657,271 2,329,456,041

D. Unquoted - Long term in preference shares - at cost of subsidiary companies 613,500 (Previous year 613,500) preference shares of Rs. 10 each 533,070,000 533,070,000 fully paid up in RVT Investments Private Limited 49,118,691 (Previous year 39,900,000) preference shares of USD 1 2,010,338,250 1,595,875,750 fully paid up in Television Eighteen Media and Investment Limited Aggregate of unquoted - long term investment in preference shares 2,543,408,250 2,128,945,750

E. Unquoted - Long term in units of venture capital trust - at cost 27,212 (Previous year 24,818) units of Rs. 100,000 each in Media Venture Capital Trust - II 2,721,200,000 2,481,800,000 2,721,200,000 2,481,800,000 F. Unquoted - Long term in debentures - at cost 1,530,800 (Previous year Nil) 0.01% optionally redeemable fully convertible 1,530,800,000 — debentures of Rs. 1,000 each fully paid up in RVT Investments Private Limited 1,530,800,000 — 12,198,933,494 7,751,880,859

Aggregate of unquoted investments 7,336,065,521 6,940,201,791 Aggregate of quoted investments 4,862,867,973 811,679,068 Market value of quoted investments (see note 10) 2,843,618,792 461,593,363

39 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 8 CURRENT ASSETS, LOANS & ADVANCES

a. Inventories Tapes 3,520,911 4,243,802 b. Sundry debtors (Unsecured) Debts outstanding for more than 6 months - considered good 466,770,036 535,774,557 - considered doubtful 98,337,013 109,090,149 Other debts - considered good 862,660,999 798,355,223 1,427,768,048 1,443,219,929 Less: Provision for doubtful debtors 98,337,013 109,090,149 1,329,431,035 1,334,129,780

* Includes due from companies under the same management within the meaning of erstwhile sub section (1B) of section 370 of the Companies Act, 1956: ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 11,461,866 — Network18 Media & Investments Limited 6,943,958 13,038,941 18,405,824 13,038,941 Maximum amount outstanding during the year from companies under the same management within the meaning of erstwhile sub section (1B) of Section 370 of the Companies Act, 1956: ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 85,857,381 — Network18 Media & Investments Limited 38,540,749 13,495,597 c. Unbilled revenues 40,462,513 37,400,000 d. Cash and bank balances Cash on hand 625,363 713,640 Cheques in hand 11,229,476 210,461 Balance with scheduled banks : - in current accounts* 1,986,268,064 236,612,860 - in deposit accounts** 256,246,250 1,129,841,309 2,254,369,153 1,367,378,270 * Includes balance in unclaimed dividend account, unclaimed 23,106,227 12,797,062 interest account and due to debenture holders. ** Includes: a. Amount held as per Rule 3A of Companies (Acceptance of deposits) Rules, 1975 142,566,799 150,203,051 b. under lien with banks 112,101,735 375,814,158 e. Loans and advances (Unsecured, considered good) i. Application money paid - for shares — 185,313,000 - for debentures — 1,530,800,000 - for units — 50,000 ii. Amounts due from subsidiaries 1,567,805,616 1,518,451,069 iii. Advance to vendors * 25,057,563 32,824,678 iv. Advances recoverable in cash or in kind or for value to be received** - considered good 822,532,658 714,328,702 - considered doubtful 26,499,082 — v. Security and other deposits 94,086,938 67,474,722 vi. Interest accrued on deposits 3,146,940 15,561,408 vii. Income tax paid [net of provision Rs. 248,167,643 (Previous year Rs.248,167,643)] 367,644,042 215,551,910 2,906,772,839 4,280,355,489 * Includes capital advances 6,669,241 6,477,033 ** Includes due from companies under the same management within the meaning of erstwhile Sub Section (1B) of section 370 of the Companies Act, 1956: Network18 Media & Investments Limited — 210,042,800 ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 27,186,108 49,443,085 27,186,108 259,485,885 Maximum amount outstanding during the year from companies under the same management within the meaning of erstwhile sub section (1B) of section 370 of the Companies Act, 1956: Network18 Media & Investments Limited — 222,892,590 ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 190,482,923 118,184,340

40

Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs. SCHEDULE 9 CURRENT LIABILITIES & PROVISIONS a. Current liabilities i. Sundry creditors - micro and small enterprises (see note 28) - others 771,498,369 841,307,517 ii. Due to subsidiary companies (see note 13) 63,152,093 72,339,434 iii. Advance from customers 447,875,453 488,314,382 iv. Investor Education and Protection Fund v. - unclaimed dividend 1,013,241 1,018,099 - unclaimed debenture redemption money 602,961 793,978 - unclaimed interest and matured public deposits 88,883,915 41,731,199 vi. Other liabilities* 63,965,292 94,718,314 vii. Interest accured but not due 6,841,401 39,976,041 1,443,832,725 1,580,198,964 * includes amounts refundable of Rs. 4,465,819 pertaining to Rights issue b. Provisions i. Fringe benefit tax [net of advance tax Rs. 39,031,036 (Previous year Rs.43,164,036)] 3,827,152 3,006,110 ii. Wealth tax [net of advance tax of Rs. 1,519,698 (Previous year Rs. 1,372,223)] 133,985 134,086 iii. Employees benefits (see note 15) 36,944,737 62,801,917 40,905,874 65,942,113 1,484,738,599 1,646,141,077 SCHEDULE 10 MISCELLANEOUS EXPENDITURE (To the extent not witten off or adjusted) i. Share issue expenses (See note 5) — 40,653,337 — 40,653,337

Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 11 INCOME FROM OPERATIONS a. Income from media operations 2,583,033,825 2,725,797,956 b. Equipment rentals and other receipts 186,038,170 151,346,587 2,769,071,995 2,877,144,543 SCHEDULE 12 OTHER INCOME a. Interest on - loans to subsidiaries [including tax deducted at source Rs.30,197,532 310,050,117 84,016,058 (Previous year Rs.18,659,498)] - fixed deposits [including tax deducted at source Rs.4,437,753 38,620,821 59,307,000 (Previous year Rs. 13,588,224)] - others [including tax deducted at source Rs. 2,222,243 30,649,636 26,879,109 (Previous year Rs. 5,415,483)] b. Dividend on current investments 55,218 84,727,012 c. Dividend from units in venture capital trust (long term investment) — 95,000,000 d. Dividend on long term investments* 387,154 1,408,085 e. Profit on sale of current investments 30,872,686 67,967,397 f. Profit on sale of long term investments — 5,906,095 g. Profit on sale / disposal of assets — 2,300,466 h. Share in surplus of trust (see note 24) 217,400,000 578,000,000 i. Bad debts/loans recovered (see note 12) — 272,236,876 j. Excess provision written back 822,705 41,554,814 k. Miscellaneous income 2,008,210 111,139 630,866,547 1,319,414,051 *Includes dividend from subsidiary company

41 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 13 PRODUCTION, ADMINISTRATIVE AND OTHER COSTS a. Studio and equipment hire charges 41,372,012 36,696,129 b. Telecast and uplinking fees 27,620,543 27,871,762 c. Tapes consumed 4,393,254 4,485,711 d. Airtime purchased 11,623,282 36,387,252 e. Content and franchise expenses 206,089,225 213,303,108 f. Media professional fees 122,637,890 125,336,322 g. Consumables and spares 1,932,269 3,859,602 h. Other production expenses 3,931,335 5,589,912 i. Rent 76,775,394 75,409,359 j. Electricity expenses 22,403,533 26,618,457 k. Insurance 3,335,906 2,931,094 l. Travelling and conveyance 110,716,886 123,317,327 m. Vehicle running and maintenance 34,225,517 32,012,313 n. Communication expenses 55,614,584 65,518,340 o. Distribution, advertising and business promotion 789,048,651 550,126,811 p. Membership and subscription 1,368,906 1,335,446 q. Repairs and maintenance - plant & machinery 40,323,749 40,858,649 - others 19,981,587 18,226,257 r. Legal and professional expenses 34,323,522 32,137,618 s. Directors sitting fees 412,000 207,500 t. Loss on sale / disposal of assets 1,658,531 — u. Loss on exchange rate fluctuation (net) (see note 3) 108,373,430 114,925,852 v. Bad debts written off / provision for doubtful debts 57,500,000 228,853,834 w. Provision for doubtful advances 26,499,082 — x. Provision for diminution in value of investments 10,250,000 — y. Long term investments written off — 120,555,000 z. Miscellaneous expenses 23,207,776 23,603,638 1,835,618,864 1,910,167,293 SCHEDULE 14 PERSONNEL EXPENSES a. Salaries and bonus* 520,820,932 871,766,508 b. Contribution to provident fund and other funds 30,368,347 31,980,528 c. Employee stock compensation expenses 23,904,325 64,000,936 575,093,604 967,747,972 * Includes employees benefits

SCHEDULE 15 INTEREST AND OTHER FINANCIAL CHARGES a. Interest on: - term loans 625,767,657 555,060,789 - cash credit 67,326,813 99,421,674 - public deposits 163,462,369 54,299,284 - working capital demand loan 10,513,390 — - commercial paper 142,376,041 125,556,843 - others 4,319,536 7,938,547 b. Other financial charges 78,003,762 145,654,871 1,091,769,568 987,932,008

42 Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS

SCHEDULE 16 NOTES FORMING PART OF THE ACCOUNTS

1. Significant Accounting Policies The financial statements are prepared under the historical cost convention on the accrual basis of accounting and in accordance with the Generally Accepted Accounting Principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 to the extent applicable and in accordance with the provisions of the Companies Act, 1956 as adopted consistently by the Company. The significant accounting policies adopted in presentation of the financial statements are: a. Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements and the reporting amounts of income and expenses during the year. Examples of such estimates include provision for doubtful debts, future obligations under employee retirement benefit plans, income taxes, and useful life of fixed and intangible assets. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods. b. Revenue Recognition i. Income from media operations includes:  Advertisement revenue comprising: • Revenue from sale of advertising time, which is recognised on the accrual basis when advertisements are telecast in accordance with contractual obligations. • Revenue from sponsorship contracts, which is recognised proportionately over the term of the sponsorship.  Subscription revenue which is recognised on accrual basis in accordance with the terms of the contract with the distribution and collection agency, for the services rendered.  Program revenue which is accounted for on dispatch of programs to customers in accordance with contractual commitments. ii. Revenue from media related professional and consultancy services is recognised in accordance with contracts on rendering of services. iii. Equipment rental is accounted for on the accrual basis for the period of use of equipment by the customers. iv. Dividend income on investments is accounted for when the right to receive dividend income is established. v. Interest income is recognised on time proportionate basis taking into account the amount outstanding and the rate applicable. c. Fixed Assets Fixed assets are stated at their original cost of acquisition/installation less depreciation. All direct expenses attributable to acquisition/ installation of assets are capitalised. d. Depreciation Depreciation on all assets other than improvement to leasehold properties, computer software and plant & machinery-distribution equipment is charged on straight line basis over the estimated useful lives using rates (including double/ triple shift depreciation rates wherever applicable) prescribed by Schedule XIV of the Companies Act, 1956. Cost of improvements to leasehold premises is being amortised over the remaining period of lease (including renewal options) of the premises. Computer software and Plant & machinery-distribution equipment are being depreciated over a period of 5 years and 8 years respectively. These rates are higher than those prescribed in Schedule XIV of the Companies Act, 1956. News archives are depreciated on straight line basis at the rate of 4.75% per annum. Useful life of news archives is estimated to be more than 10 years as the contents of the same are continuously used in day to day programming and hence the economic benefits from the same arise for a period longer than 10 years. Depreciation on additions is charged proportionately from the date of acquisition/ installation. Assets costing Rs. 5,000 or less individually are fully depreciated in the year of purchase. e. Impairment of Assets At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognised immediately as income in the profit and loss account. f. Investments Long term investments are stated at cost less provision for other than temporary diminution in the carrying value of each investment. Current investments are carried forward at lower of cost or fair value. g. Inventory Valuation Inventories comprise stocks of used and unused tapes, compact discs, work-in-progress and completed pilot programmes and are stated at cost on first in first out basis. Stocks of tapes are written off over their useful life which is estimated to be three years. h. Miscellaneous Expenditure i. Preliminary expenses Preliminary expenses incurred till 31 March, 2003 are being amortised over a period of 10 years. ii. Premium on redemption of debentures Premium on redemption of debentures is written off over the term of the debentures. (Also see note 7 below) i. Foreign Currency Transactions Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences on foreign exchange transactions settled during the year are recognised in the profit and loss account.

43 Television Eighteen India Limited

Monetary items denominated in foreign currency and outstanding at the balance sheet date are translated at the exchange rate prevailing at the date of balance sheet, the resultant exchange differences are recognised in the profit and loss account. In case of forward exchange contracts, the premium or discount arising at the inception of such contract, is amortised as income or expense over the life of contract as well as exchange difference on such contracts i.e. difference between the exchange rate at the reporting/ settlement date and the exchange rate on the date of inception/ last reporting date, is recognised as income/ expense for the period. Any income or expenses on account of exchange difference either on settlement of the contract or on translation of unmatured foreign currency contract at the rate prevailing on the date of balance sheet is recognised in the profit and loss account. j. Employee Benefits i. The Company’s employees’ provident fund scheme is a defined contribution plan. The Company’s contribution to the employees’ provident fund is charged to the profit and loss account during the period in which the employee renders the related service. ii. Short term employee benefits (medical, leave travel allowance etc.) expected to be paid in exchange for the services rendered are recognised on undiscounted basis. iii. The Company provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees. In accordance with the Payment of Gratuity Act, 1972, the Gratuity Plan provides for a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company makes contributions to funds administered and managed by the insurance companies for the amount notified by the said insurance companies. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation is based on the market yields on government securities as at the balance sheet date. Actuarial gains/losses are recognised immediately in the profit and loss account. The liability with respect to the Gratuity Plan is determined based on actuarial valuation done by an independent actuary at the year end and any differential between the fund amount as per the insurer and the actuarial valuation is charged to revenue. iv. Benefits comprising long term compensated absences constitute other long term employee benefits. The liability for compensated absences is provided on the basis of an actuarial valuation done by an independent actuary at the year end. Actuarial gains and losses are recognised immediately in the profit and loss account. k. Income Tax Income tax comprises current tax, deferred tax and fringe benefit tax. Current tax is determined in accordance with the provisions of Income Tax Act, 1961. Advance taxes and provisions for current taxes are presented in the balance sheet after off - setting advance taxes paid and income tax provisions. Deferred tax charge or credit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal, subject to consideration of prudence, in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets on unabsorbed depreciation and carry forward of losses are not recognised unless there is a virtual certainty that there will be sufficient future taxable income available to realise such assets. Minimum alternate tax (MAT) paid in accordance with Income Tax Act, 1961, which gives rise to future economic benefit in the form of adjustment from income tax liability, is recognised when it is reasonably certain that the Company will be able to set off the same and adjust it from the current tax charge for that year. Provision for fringe benefit tax (FBT) is made on the basis of the applicable FBT on the taxable value of eligible expenses of the Company as prescribed under the Income Tax Act, 1961. l. Earnings Per Share The Company reports basic and diluted earnings per equity share in accordance with Accounting Standard 20, Earnings Per Share. Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year except where the result would be anti-dilutive. m. Accounting for Employee Share Based Payments Measurement and disclosure of the employee share based payment plans is done in accordance with the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India (ICAI). The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortised on a straight line basis/graded basis over the vesting period of the stock option/award. Modifications to stock option/ award schemes are effected in line with the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI. n. Provisions and Contingencies A provision is recognised when the Company has a present obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made of the amount of the obligation. A contingent liability is recognised where there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. o. Leases i. Operating Lease Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line basis over the lease term. ii. Finance Lease Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. The lower of fair value of assets and present value of minimum lease rentals is capitalised as fixed assets with the corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease liability and the interest component is charged to the profit and loss account.

44 Television Eighteen India Limited

p. Segment Information i. Business Segments Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Company operates in the media business segment mainly comprising media and related operations. This includes television, internet and print media including publishing. ii. Geographic Segments Secondary segmental reporting is performed on the basis of the geographical location of customers i.e. within India and overseas. q. Barter Transactions Barter transactions are recognised at the fair value of consideration receivable or payable. When the fair value of the transactions cannot be measured reliably, the revenue/expense is measured at the fair value of the goods/services provided/received adjusted by the amount of cash or cash equivalent transferred. r. Derivative Instruments As per the Institute of Chartered Accountants of India announcement on derivative accounting, accounting for derivative contracts other than those covered under Accounting Standard 11 (AS-11) – The Effects of Changes in Foreign Exchange Rates, are marked to market on a portfolio basis and the net loss after considering the offsetting impact on the underlying hedged item is charged to the profit and loss account. Net gains are ignored. 2. Capital commitments, contingent liabilities and litigation a. Estimated amounts of contracts remaining to be executed on capital account (net of advances) Rs. 2.34 million (Previous year Rs. 6.48 million). b. Claims against the Company not acknowledged as debts include demands raised by Income Tax authorities Rs. 84.93 million (Previous year Rs. 82.47 million). Amounts deposited by the Company against these claims – Rs. 82.41 million (Previous year Rs. 69.38 million). No provision has been made in the accounts for these demands as the Company expects a favorable decision in appeal. c. Guarantees given by banks on behalf of the Company outstanding at year end Rs. 37.77 million (Previous year Rs. 14.99 million). d. The Company and its subsidiary iNews.com Limited have extended corporate guarantee amounting to Rs. 50.90 million (Previous year Rs. 50.90 million), in favour of ICICI Home Finance Company Limited in consideration of loan facility extended by ICICI Home Finance Company Limited to the employees of the Company. As at the year end, Rs. 47.92 million (Previous year Rs. 48.28 million) was outstanding in respect of such loan. e. The Company has given corporate guarantee of Rs. 320 million (Previous year Rs. 320 million) towards fund based/non - fund based credit facility given by ICICI Bank Limited to ibn18 Broadcast Limited (formerly Global Broadcast News Limited). As at the year end, Rs. 120 million (Previous year Rs. 200 million) was outstanding in respect of such loan. f. The Company has extended corporate guarantees of USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year USD 25 million i.e. approximately of Rs. 1,273.75 million) to The Hongkong and Shanghai Banking Corporation Limited for loans taken from Kingfisher Capital CLO Limited by Capital 18 Limited, a company incorporated in Mauritius and a step down subsidiary of the Company. As at the year end, USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year Rs. 1,273.75 million) was outstanding in respect of such loan. g. The Company has extended corporate guarantees of USD 85 million i.e. approximately Rs. 3,836.90 million (Previous year Rs. 4,330.75 million) to ICICI Bank Canada for BK Holdings Limited, a company incorporated in Mauritius and a step down subsidiary of the Company. As at the year end, USD 80 million i.e. approximately Rs. 3,611.20 million (Previous year Rs. 4,076 million) was outstanding in respect of such loan. h. The Company has extended corporate guarantee of USD 40 million i.e. approximately Rs. 1,805.60 million (Previous year USD 40 million i.e. approximately Rs. 2,038 million) to Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited) for and on behalf of BK Holdings Limited, Mauritius in respect of investments to be made by BK Holdings Limited. Further, as at the year end USD 10 million i.e. approximately Rs. 451.40 million (Previous year USD 25 million i.e approximately Rs. 1,273.75 million) was outstanding in respect of such committed investments. i. The Company has purchased fixed assets under the ‘Export Promotion Capital Goods Scheme’. As per the terms of the license granted under the scheme, the Company had undertaken to achieve an export commitment of Rs. 398.34 million (Previous year Rs. 398.34 million) over a period of 8 years, which expire over the period 7 August, 2013 to 13 November, 2014 and would have been liable to to pay customs duty of Rs. 23.51 million (Previous year Rs. 26.47 million) and interest on the same at the rate of 15 per cent compounded annually in the event of non fullfilment of the export obligations. The Company has fulfilled its export obligations of Rs. 351.32 million and has made an application to the Director General of Foreign Trade for issuance of the export obligation discharge certificates (EODC), the balance commitment being Rs. 47.02 million as at the year end. Subsequent to the year end, the Company has received EODC aggregating to Rs. 233.77 million. j. Mr. Victor Fernandes and other (“plaintiffs”) had on 25 August, 2006 filed a suit as derivative action on behalf of e-Eighteen.com Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18) and other TV18 group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18, ICICI Global Opportunities Fund and e-Eighteen.com Limited had entered into a subscription cum shareholders agreement dated 12 September, 2000 under which Mr. Raghav Bahl and TV18 had inter alia undertaken that any opportunity offered to them shall only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr. Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have under the aforesaid agreement rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140.60 million and have inter alia prayed that Mr. Raghav Bahl, TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures along with all assets and intellectual property. The plaintiffs had filed a notice of motion on 18 September, 2006 seeking an interim relief. A reply had been filed with the Bombay High Court on 14 November, 2006. The said notice of motion was dismissed on 8 August, 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal is pending for hearing and final disposal. Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to succeed and has accordingly made no provisions in the financial statements. 45 Television Eighteen India Limited

k. The Company has received legal notices of claims, lawsuits and proceedings filed against it which arise in the ordinary course of the business and relating to monetary loss and defamation suits in relation to the news content broadcast by the Company and /or TV18 group entities {the aggregate claim in respect of the latter being Rs. 3,100.00 million, (Previous year Rs. 3,100.00 million)}. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits in relation to its financial position, or results of operations. 3. Based on the Institute of Chartered Accountants of India’s announcement on 29 March, 2008 dealing with the accounting for derivatives and keeping in view the application of “prudence” as enunciated in AS-1, the Company has recognised losses of Rs. 71.87 million (previous year Rs. 87.05 million) for the year ended 31 March, 2010 on derivative transactions. 4. Barter Transactions During the year ended 31 March, 2010, the Company had entered into barter transactions, which were recorded at the fair value of consideration receivable or payable. The profit and loss account for the year ended 31 March, 2010 has been grossed up to reflect revenue from barter transactions of Rs. 57.88 million (previous year Rs. 83.02 million) and expenditure of Rs. 67.73 million (previous year Rs. 83.78 million) being the fair value of barter transactions provided and received. 5. Change in Authorised Share Capital and Rights Issue a. Increase in the Authorised Share capital The Company had given a postal ballot notice dated 13 May, 2009 to its shareholders pursuant to Section 192A of the Companies Act, 1956 for reclassification of the authorised share capital of the Company comprising 20,00,00,000 equity shares of Rs. 5 per share and 5,00,000 preference shares of Rs. 100 each aggregrating to Rs. 1,050,000,000, to 210,000,000 equity shares of Rs. 5 each aggregating to Rs. 1,050,000,000 and for increasing the authorised share capital of the Company from Rs. 1,050,000,000 (comprising 210,000,000 equity shares of Rs. 5 each) to Rs. 2,050,000,000 (comprising 410,000,000 equity shares of Rs. 5 each). The result of the postal ballot was announced on 22 June, 2009 whereby the aforesaid resolutions were duly approved by the shareholders of the Company. b. Rights issue During the current year the Company has made a rights issue of 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the Company. The rights issue opened on 29 September, 2009 and closed on 14 October, 2009. Pursuant to the approval dated 26 October, 2009 of the Right Issue Committee, the Company has allotted 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share. The Company has called Rs. 21 per share on application, Rs. 29.40 per share on first call and Rs. 33.60 per share on final call on the alloted shares. The rights issue resulted in an increase in the equity share capital by Rs. 2,940.16 lakhs and securities premium by Rs. 46,454.50 lakhs. The Company has incurred expenses of Rs. 1,629.58 lakhs (Rs 406.53 lakhs upto 31 March, 2009) in connection with the rights issue of equity shares. This amount has been set off against the securities premium arising from the issue of shares on rights basis, as permitted under Section 78 of the Companies Act, 1956. As on 31 March, 2010, there were 1,979,148 partly paid shares in respect of which calls were in arrears. 6. Equity Warrants The Company, in its extra ordinary general meeting held on 6 October, 2007, approved the issue and allotment of 5,000,000 convertible warrants (the warrants) of Rs. 796 each in accordance with the provisions of Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000 to network18 India Holdings Private Limited (N-18 Holding), a fellow subsidiary of the Company. The Company allotted the warrants on 10 October, 2007 pursuant to which the Company received Rs. 398 million being 10% of the total amount of Rs. 3,980 million in respect thereof. As per the terms of allotment each warrant is convertible into one fully paid up equity share of face value of Rs. 5 each at a premium of Rs. 791 per share on exercise of the option to convert the warrant into an equity share and is to be further adjusted for corporate actions such as bonus issue, right issue etc. Subsequent to the bonus issue of 1:1, declared in the AGM of the Company held on 7 September, 2007 (record date 18 October, 2007), warrants held by N-18 Holding are convertible into two fully paid up equity shares of face value of Rs. 5 each at a premium of Rs. 393 per share on exercise of the option to convert the warrants into equity shares. N-18 Holding had exercised the option to convert 2,500,000 warrants and 50,000 warrants during the year ended 31 March 2008 and 31 March 2009 respectively and the Company had issued 5,100,000 fully paid up equity shares of Rs. 5 each at a premium of Rs. 393. Further, N-18 Holding indicated its unwillingness to exercise the option to convert the balance 2,450,000 warrants into equity shares due to adverse market conditions. Consequently Rs. 195.02 million representing 10% of the amount received pursuant to the allotment of such warrants was forfeited and transferred to capital reserve during the previous year. 7. Zero Coupon Secured Partly Convertible Debentures (ZCSPCD) The Company had, during the year ended 31 March, 2003, issued 895,546 ZCSPCD of face value of Rs. 150 each for cash at par on right basis to the existing equity shareholders of the Company in the ratio of 1 ZCSPCD for every 13 equity shares held. Rs. 20 of the ZCSPCD was to be converted into two equity shares of Rs. 10 each. Accordingly, the Company had allotted 1,791,092 shares to the ZCSPCD holders. The balance of Rs. 130 was to be redeemed together with a premium of 25% of the value redeemed in four annual installments commencing from the end of the third year of the issue date. The premium on debentures is charged to the share premium account. Year Principal amount per Principal Redemption pre- Premium amount per Total redemption ZCSPCD mium ZCSPCD amount per ZCSPCD Rs. % % Rs. Rs. 3 19.50 15 25 4.88 24.38 4 19.50 15 25 4.88 24.38 5 19.50 15 25 4.88 24.38 6 71.50 55 25 17.88 89.38 Total 130.00 32.52 162.52

The ZCSPCDs holder’s interest in respect of redemption thereof, all costs, charges, expenses and other monies were secured by way of an exclusive charge on land and first pari passu charge on the other fixed assets of the Company. 46 Television Eighteen India Limited

The first, second and third installments of redemptions were paid in February 2006, March 2007 and February 2008 respectively. The fourth and final installment of Rs. 80.04 million (comprising principal Rs. 64.03 million and premium Rs. 16.01 million) was paid during the previous year. Further, Rs. 114.01 million was transferred out of the debenture redemption reserve on redemption of debentures during the previous year ended 31 March 2009. 8. Secured Loans a. Cash credit and working capital demand loan of Rs. 498.58 million with banks are secured by first charge on all current assets of the Company on pari passu basis with other working capital lenders. b. Term loans from banks as on 31 March, 2010 amounted to Rs. 1,089.05 million: i. Out of the above, Rs. 12.14 million is secured by first charge on pari passu basis on the Company’s movable fixed assets (except for the fixed assets specifically charged to other lenders); ii. Out of the above, Rs. 500.00 million is secured by subservient charge on movable fixed assets and is also supported by a letter of comfort provided by Mr. Raghav Bahl; iii. Out of the above, Rs. 576.91 million is secured by way of first charge on the assets financed out of the loan and is also supported by way of pledge of shares held by the promoters/ group entities and personal guarantee of Mr. Raghav Bahl. c. Other loans from banks amounting to Rs. 9.60 million are secured by hypothecation of vehicles financed by them. d. Term Loans from others as on 31 March, 2010 amounted to Rs. 776.62 million: i. Out of the above, Rs. 766.60 million is to be secured by hypothecation of equipment purchased out of the loan and is collaterally secured by pledge of shares by the promoters/ group entities, personal guarantee of the Managing Director of the Company and corporate guarantee of Network18 Media & Investments Limited; ii. Out of the above, Rs. 10.02 million is secured by way of a first charge on the buildings financed out of the loans. e. Term loans include amounts aggregating to Rs. 10,820.51 lakhs which are pending utilisation for the purposes for which they were obtained on account of deferment of expansion plans and are held in the current/ deposit accounts with banks. The Company has applied for modification of the purpose for which a term loan of Rs. 6,000 lakhs (amount outstanding Rs. 5,769.07 lakhs as at the year end) was sanctioned, approval of which from the bank was pending as at the year end. 9. Investments a. The details of purchases and sales of current investments made during the year are as follows: Particulars Purchase Sale Units Rs. Units Rs. Birla Sun Life Mutual Fund (Face Value Rs. 10) 25,744,022 374,500,000 18,577,901 270,398,509 DSP Merrill Lynch Mutual Fund (Face Value Rs. 10) 5,505 55,218 533,609 5,352,736 DSP BlackRock Liquidity Fund (Face Value Rs. 1,000) 439,879 569,900,000 310,543 400,768,826 DSP Merrill Lynch Mutual Fund (Face Value Rs. 1,000) 79,879 90,000,000 147,107 167,141,681 Deutche Mutual fund (Face Value Rs. 10) 63,827,872 906,000,000 60,441,155 860,551,048 Fidelity Mutual Fund (Face Value Rs. 10) 16,969,718 200,000,000 842,162 10,000,000 Franklin Templeton Mutul Fund (Face Value Rs. 1000) 371,738 495,642,941 371,738 497,287,484 HDFC Mutual Fund (Face Value Rs. 10) 39,935,576 760,000,000 37,844,695 721,496,020 IDFC Mutual Fund (Face Value Rs. 10) 66,982,300 735,000,000 57,357,061 631,160,154 ICICI Mutual Fund (Face Value Rs. 10) 8,977,802 120,000,000 8,977,802 120,097,855 ICICI Mutual Fund (Face Value Rs. 100) 4,769,951 643,597,855 4,769,951 645,390,768 JM Financial Mutual Fund (Face Value Rs. 10) 34,891,408 466,000,000 26,076,767 341,475,498 Kotak Mutual Fund (Face Value Rs. 10) 33,597,604 620,000,000 19,471,267 361,194,075 Principal Mutual Fund (Face Value Rs. 10) 3,377,990 50,000,000 3,377,990 50,074,654 Reliance Mutual Fund (Face Value Rs. 10) 62,834,539 863,000,000 54,872,930 754,165,528 Religare Mutual Fund (Face Value Rs. 10) 73,941,154 909,100,000 68,279,163 837,734,151 SBI Mutual Fund (Face Value Rs. 10) 10,388,243 150,000,000 2,870,896 57,024,896 Sundram BNP Paribas Mutual Fund (Face Value Rs. 10) 7,333,146 139,000,000 12,440,515 234,429,562 Tata Mutual Fund (Face Value Rs. 1,000) 457,848 770,000,000 405,277 683,105,718 Taurus Mutual Fund (Face Value Rs. 10) 28,972,694 304,500,000 30,417,925 184,500,000 Taurus Mutual Fund (Face Value Rs. 1,000) 126,551 13,4500,000 - - UTI Mutual Fund (Face Value Rs. 1,000) 796,098 1,190,000,000 531,050 792,153,255

47 Television Eighteen India Limited

b. The details of purchases and sales of other investments made during the year are as follows: Particulars Purchase Sale In Numbers Amount (Rs.) In Numbers Amount (Rs.) Equity shares Infomedia18 Limited (Refer. Note 10 (e) and c below) 15,298,078 512,485,613 - - Debentures RVT Investments Private Limited 1,530,800 1,530,800,000 - - Preference shares Television Eighteen Media and Investment Limited 9,218,691 414,462,500 - - Units Media Venture Capital Trust - II 2,394 239,400,000 - - c. Pursuant to the scheme of arrangement {read with note 10(d)} to merge I-Ven into Infomedia, Television Eighteen India Limited had been alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange of 8,227,466 equity shares of Rs. 10 each held in I-Ven Interactive Limited (acquisition cost of Rs. 1,778,548,770). 10. A. Investment in Infomedia 18 Limited a. The Company, I-Ven Interactive Limited (‘I-Ven’), Infomedia 18 Limited (Infomedia) (formerly Infomedia India Limited) (‘Target Company’) and India Advantage Fund – II (‘IAF II’), a trust constituted under the provisions of the Indian Trust Act, 1882, had entered into a Share Purchase, Share Subscription and Warrant Subscription Agreement dated 11 December, 2007 (‘agreement’). As at the date of the agreement, the Target Company was a subsidiary of I-Ven and is listed on the Bombay Stock Exchange Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’). Further, as at the date of the agreement, I-Ven held 12,396,999 equity shares of the Target Company representing 62.73% of the outstanding equity shares of the Target Company. As per the terms of the agreement, subject to statutory and regulatory clearances: i. The Company agreed to purchase from IAF II such number of fully paid up equity shares of I-Ven (‘sale shares’) which would transfer to the Company an economic interest of 40% of the issued and paid up equity shares of the Target Company. In addition, the Company agreed to subscribe to and I-Ven agreed to issue and allot a stipulated number of fully paid up equity shares (‘subscription shares’) of I-Ven. As at the year ended 31 March, 2008, the Company had not purchased/subscribed to the above mentioned shares and had a commitment of Rs. 1,779 million as at the year ended 31 March, 2008, in respect of the above. Pursuant to the agreement, the said consideration was to be placed in an escrow account pending which the Company was to provide for interest, at the rate of 14 % per annum compounded monthly. ii. It was envisaged that the Company would make an offer (‘offer’) as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 to the shareholders of the Target Company for acquiring up to 20% of the voting capital of the Target Company. In the event, the Company is not able to acquire an economic interest of 53% of the issued and paid up equity shares of the Target Company after the offer and purchase of sale shares, IAF II agreed to sell additional equity shares (‘subsequent sale shares’) of I-Ven to the Company to ensure that the Company acquires an economic interest of 53% in the issued and paid up equity capital of the Target Company. The offer closed on 28 April, 2008 and the Company acquired 720,931 equity shares (face value Rs. 10 each) at an aggregate cost of Rs. 170.86 million representing 3.63% of the voting capital of the Target Company pursuant to such offer. iii. The Target Company agreed to issue 5,000,000 warrants (‘warrants’) to the Company, in accordance with Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 – Guidelines for Preferential Issues. The warrant consideration price was fixed at Rs. 237 per warrant. Each warrant was convertible into one fully paid up equity share of Rs. 10 each of the Target Company on exercise of options and on payment of the stipulated warrant exercise price. The option was exercisable during a period of 18 months from the date of allotment of warrants that is 7 February, 2008. During the year ended 31 March, 2008, the Company had paid 10% of the consideration price i.e. Rs. 23.70 per warrant aggregating to Rs. 118.50 million to the Target Company and 5,000,000 warrants were allotted to the Company. b. Further on 21 August, 2008: i. IAF II agreed to transfer 5,451,900 shares of I-Ven held by it to the Company. ii. The Company agreed to subscribe to and pay for 2,775,566 shares of I-Ven, being the subscription shares, at a fair value determined as Rs. 216.17 per share. As at 31 March, 2009, the Company had purchased/subscribed to 8,227,466 shares i.e 63.98% of the issued and paid up equity shares of I-Ven amounting to Rs. 1,778.55 million. Further the Company had taken control of the Board of Directors of Infomedia on 21 August, 2008. The Company had also paid interest amounting to Rs. 98.66 million during the year ended 31 March, 2009 for acquisition of Infomedia. c. The Company had decided to not subscribe to the warrants at the aforementioned consideration price subsequent to the year ended 31 March, 2009, in view of the market conditions, and had accordingly written off its investment in 5,000,000 partly paid convertible equity warrants amounting to Rs. 118.50 million as per the principles laid down under Accounting Standard Contingencies and Events Occurring After Balance Sheet Date’ during the year ended 31 March, 2009. d. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18 Feburary, 2009. The scheme became effective from 25 August, 2009 and I Ven Interactive Limited merged with Infomedia 18 Limited on the effective date. The Company had been alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange of 8,227,466 equity shares of Rs. 10 each held in I-Ven Interactive Limited. Consequently, the Company’s direct holding in Infomedia 18 Limited increased to 43.32% of the equity share capital. e. Infomedia 18 Limited has made a rights issue of equity shares of Rs. 10 each at a premium of Rs. 23.50 per share aggregating to Rs. 9,989.89 lakhs to the existing shareholders of Infomedia 18 Limited. The rights issue opened on 29 December, 2009 and closed on 15 January, 2010. The Company subscribed to 15,298,078 equity shares at Rs. 33.50 per share (face value of Rs 10 per share at a premium of Rs 23.50 per share) amounting to Rs. 5,124.86 lakhs in the right’s issue and its direct holding in Infomedia further increased to 48.11% as at the year end. 48 Television Eighteen India Limited

B. Investment in Media Venture Capital Trust-II (MVCT) The shareholders of the Company vide postal ballot resolutions dated 12 September, 2006 and 16 July, 2007 permitted the Company to take an indirect equity exposure in a venture capital trust structure post which the Company executed a trust deed to form the Media Venture Capital Trust-II (‘MVCT’). The objective of the Trust is to make strategic investments in businesses including in the media and entertainment industry through companies/special purpose vehicles (SPVs). The Company also entered into a co-investment agreement with Mr. Raghav Bahl, the promoter, who has guaranteed a minimum stipulated rate of return on the investment over a specified period. The investment in MVCT as at 31 March, 2010 was Rs. 2,721.20 million (Previous year Rs. 2,481.80 million) as against the limit of Rs. 4,000 million approved by the shareholders. MVCT directly or through companies/ SPVs has invested in various companies which are at different stages of start up/ operations. Management has reviewed the business plans/financial statements/valuations of these companies. Based on management’s evaluation of these companies’ current operations and future business plans management is of the view that these investments will yield reasonable returns post the gestation period. Other income includes Rs. Nil (Previous year Rs. 95.00 million) pertaining to dividends from units of MVCT. 11. Investments in subsidiaries a. The Company has long term investments of Rs. 2,776.89 million (Previous year Rs. 485.86 million) in quoted equity shares . The market value of these quoted investments as at 31 March, 2010 aggregates to Rs. 747.27 million. (Previous year Rs. 133.91 million). Of the above, the Company’s investment in quoted equity shares of its subsidary Infomedia 18 Limited (Infomedia) amounts to Rs. 2,461.89 million. Infomedia has incurred a loss of Rs. 500.34 million during the year ended March 31, 2010. During the year Infomedia has raised equity vide right issue amounting to Rs. 9,98.99 million to augment it’s equity. The management has obtained an independent business valuation which does not indicate any other than temporary dimunition in the value of this investment. New lines of business are also being added by Infomedia, which along with consolidation of existing products and introduction of new products in the publishing segment are expected to improve the revenues of the Infomedia. Further, Infomedia is in the process of introducing new technologies in its product offering, so as to cater to newer markets and de-risk the revenue streams. b. The Company has an investment of Rs. 133.54 million (Previous year Rs. 133.54 million) in a subsidary Newswire18 Limited (formerly NewsWire 18 India Private Limited) (Newswire) as at 31 March, 2010. Newswire has accumulated losses aggregating to Rs. 394.87 million (Previous year Rs. 346.38 million) as at 31 March, 2010 resulting in an erosion of its net worth. However, having regard to the continued long term strategic involvement, management is of the view that no provision is considered necessary for diminution in the value of these investments. 12. Television Eighteen Mauritius Limited (TEML) Pursuant to the issuance of revised guidelines for uplinking of news and current affairs channels from India issued by the Ministry of Information and Broadcasting, the Company had resolved, by means of a special resolution of its shareholders passed in the general meeting on 17 October, 2003 to utilise the securities premium account upto Rs. 550.00 million towards adjustment for diminution in value of investments made by the Company in TEML and loans granted by the Company to TEML. The Company had filed a petition for the above resolution with the Honorable High Court of Delhi on 6 January, 2004. The Honorable High Court of Delhi vide its order dated 23 March, 2004 had approved the above scheme. Consequently, during the year ended 31 March, 2004 the Company’s investments in the equity of TEML had been written down by Rs. 407.50 million to Rs. 160.63 million which was determined by the Company on the basis of an independent valuation. Further, the loan due from TEML had been written down by Rs. 136.83 million (USD 3.00 million) to Nil value. The total write down on this account of Rs. 544.33 million had been adjusted against the securities premium account. The Company had also written off amounts receivable from TEML on account of exports aggregating to Rs. 135.41 million (USD 2.97 million) during the year ended 31 March, 2004. During the year ended 31 March, 2009 TEML repaid the aforesaid loan and receivables amounting to Rs. 272.24 million (USD 5.97 million) on account of its improved cash flows. 13. Current Liabilities Current liabilities include amounts aggregating to 49.88 million (Previous year Rs. 49.88 million) due to Television Eighteen Mauritius Limited, the repatriation of which is subject to clearance from an authorised dealer. 14. Deferred tax a. Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws. b. Break up of deferred tax assets/liabilities and reconciliation of current year’s deferred tax : (Amounts in Rupees) Opening (Charged)/ Credited to Closing balance balance P&L during the year Deferred Tax Liabilities (DTL) Tax impact of difference between carrying amount of fixed as- (89,717,116) 24,696,647 (65,020,469) sets in the financial statements and the income tax return (106,061,794) 16,344,678 (89,717,116) Total A (89,717,116) 24,696,647 (65,020,469) (106,061,794) 16,344,678 (89,717,116) Deferred Tax Assets (DTA) Tax impact of expenses charged in the financial statements 177,612,355 (70,699,612) 106,912,743 but allowable as deductions in future years as per provisions of 54,271,609 123,340,746 177,612,355 Section 40, 43B etc. of the Income Tax Act, 1961. Provision for doubtful debts 37,079,742 (4,412,186) 32,667,556 17,212,876 19,866,866 37,079,742 Total B 214,692,097 (75,111,798) 139,580,299 71,484,485 143,207,612 214,692,097 Net DTA/(DTL)A+B 124,974,981 (50,415,151) 74,559,830 (34,577,309) 159,552,290 124,974,981 Note: Previous year figures are in italics. 49 Television Eighteen India Limited

15. Employee Benefits a. Description of the Gratuity Plan The gratuity liability arises on retirement, withdrawal, resignation or death of an employee. The aforesaid liability is calculated on the basis of fifteen days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service subject to completion of five years of service. b. Defined Benefit Plans/Compensated absences The present value of defined benefit obligations/compensated absences and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as under: (Amounts in Rupees) Particulars 31.03.2010 31.03.2009 Gratuity Benefits Compensated Gratuity Benefits Compensated Absences Absences Change in benefit obligations: Present value of obligation at the beginning 37,702,960 37,222,927 20,277,481 18,337,902 of the year Current service cost 5,843,237 4,280,262 8,421,708 10,470,846 Interest cost 3,016,237 2,977,834 1,419,424 1,283,653 Actuarial (gain)/loss (10,894,451) (5,133,884) 9,264,419 11,507,021 Benefits paid (3,038,025) (21,655,613) (1,680,072) (4,376,495) Present value of obligation at the year end 32,629,958 17,691,526 37,702,960 37,222,927 Change in plan assets: Fair value of plan assets at the beginning 12,123,970 - 12,445,507 - of the year Expected return on plan assets 1,030,537 - 995,641 - Employer’s contributions 1,229,874 - 934,683 - Benefits paid (1,881,559) - (1,564,572) - Actuarial gain/ (loss) 873,925 - (687,289) - Fair value of plan assets at the year end* 13,376,747 - 12,123,970 - *compensated absences not funded Net liability: Present value of obligation at the year end 32,629,958 17,691,526 37,702,960 37,222,927 Fair value of plan assets at the year end 13,376,747 - 12,123,970 - Net liability 19,253,211 17,691,526 25,578,990 37,222,927

Particulars Year ended Year ended 31.03.2010 31.03.2009 Gratuity Benefits Compensated Gratuity Benefits Compensated (Rs.) Absences (Rs.) Absences (Rs.) (Rs.) Expenses recognised in the profit and loss account: Current service cost 5,843,237 4,280,262 8,421,708 10,470,846 Interest cost 3,016,237 2,977,834 1,419,424 1,283,653 Net actuarial (gain)/loss (11,768,376) (5,133,884) 9,951,708 11,507,021 Expected return on plan assets (1,030,537) - (995,641) - Net cost (3,939,439) 2,124,212 18,797,199 23,261,520

50 Television Eighteen India Limited

Particulars 31.03.2010 31.03.2009 Gratuity Benefits Compensated Gratuity Benefits Compensated Absences Absences Actuarial assumptions used: Discount rate 8% 8% 7% 7% Expected salary escalation rate 6% 6% 6% 6% Expected rate of return 8.5% - 8% - Mortality table LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96) Duly modified duly modified duly modified duly modified Retirement age 60 Yrs 60 Yrs 60 Yrs 60 Yrs Withdrawal rates Age Percentage Age Percentage Upto 30 years 3 Upto 30 years 3 Upto 44 years 2 Upto 44 years 2 Above 44 years 1 Above 44 years 1

Notes: 1. The discount rate is based on the prevailing market yield of Indian Government Securities as at the balance sheet date for the estimated term of obligations. 2. The expected return is based on the expectation of the average long term rate of return on investments of the fund during the estimated term of the obligations. 3. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. 4. Plan assets mainly comprise funds managed by the insurer i.e. ING Vysya Life Insurance Company Limited. 20% of the plan assets are invested in the Liquid Fund while 80% are invested in the Secure Fund. The portfolio composition of these funds is as follows: Liquid fund Secure fund Liquid fund Secure fund % % % % 31.03.10 31.03.10 31.03.09 31.03.09 Corporate debt 99.98% - 99.64% Mutual fund / cash 0.02% - 0.36% Government securities - 13.40% 23.54% Corporate bonds - 62.99% 53.21% Equity - 16.56% 15.75% Money market - 7.05% 7.50% Total 100% 100% 100% 100%

16. Earnings Per Share Basic earnings/(loss) per equity share has been computed by dividing net profit/(loss) after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings/(loss) per equity share has been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year. The reconciliation between basic and diluted earnings per equity share is as follows: Particulars Units Year ended Year ended 31.03.2010 31.03.2009 a. Net profit/(loss) after tax Rs. (324,755,400) 198,223,022 b. Weighted average number of equity shares used in computing basic No. of shares 132,399,190 119,777,128 earnings per share c. Basic earnings/(loss) per share (a/b) Rs. (2.45) 1.65 d. Weighted average of the number of shares under options No. of shares - 5,132,757 e. Adjustment for weighted average number of shares that would have No. of shares 1,213,690 (1,774,664) been issued at fair value f. Weighted average number of equity shares used in computing diluted No. of shares 133,612,880 123,135,221 earnings per share (b+d+e) (see note below) g. Diluted earnings per share Rs. (2.45) 1.61 (see note below) h. Effect of potential equity shares (c-g) Rs. - 0.04 (see note below) Note: Potential equity shares have not been considered for the purpose of computing diluted earnings per share as the result is anti- dilutive.

51 Television Eighteen India Limited

17. Employee Stock Option and Stock Purchase Plan a. Television Eighteen India Limited Employee Stock Option Plans The Company has established several employee stock option plans (ESOPs) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been approved by the Board of Directors and the shareholders. The details are as given below:  Television Eighteen India Limited Stock Option Plan 2002 (ESOP 2002)  Television Eighteen India Limited Employees Stock Option Plan 2003 (ESOP 2003)  Television Eighteen India Limited Employee Stock Option Plan 2004 (ESOP 2004)  Television Eighteen India Limited Senior Employee Stock Option Plan 2004 (Senior ESOP 2004)  Television Eighteen India Limited Long Term Retention Employee Stock Option Plan 2005 (Long Term Retention ESOP 2005)  Television Eighteen India Limited Employee Stock Option Plan 2005 (ESOP 2005)  Television Eighteen India Limited Strategic Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005)  Television Eighteen India Limited Employees Stock Option Plan 2006 (ESOP 2006)  Television Eighteen India Limited Employees Stock Option Plan A 2007 (ESOP (A) 2007)  Television Eighteen India Limited Employees Stock Option Plan B 2007 (ESOP (B) 2007)  Television Eighteen India Limited Employees Stock Option Plan 2007 (ESOP 2007) A compensation committee comprising independent members of the Board of Directors administers the ESOPs. All options under the ESOPs are exercisable for equity shares. The Company had declared a bonus issue of 1:1 in the AGM of the Company on 7 September, 2007 with record date of 18 October, 2007. Prior to the bonus issue, each option was exercisable for one Rs. 5 fully paid up equity share of the Company on payment of the exercise price. Subsequent to the bonus issue each option is exercisable for two Rs. 5 fully paid up equity shares of the Company on payment of the exercise price. The Company had given a postal ballot notice dated 19 December, 2008 to its shareholders pursuant to Section 192A of the Companies Act, 1956 for the approval of modifications relating to exercise price and vesting of options under the ESOP (A) 2007, ESOP 2005, ESOP 2004 and Senior ESOP 2004 plans. Further the number of options authorised to be granted under the ESOP 2007 were proposed to be increased from 2,542,438 to 10,000,000 options. The result of the postal ballot was announced on 2 February, 2009 whereby the aforesaid modifications were duly approved by the shareholders of the Company. Consequent to the modifications that occurred after the vesting date of certain options the deferred employee compensation amount increased by Rs. 35.41 million which is being amortised over the additional vesting period. This incremental intrinsic value granted had been determined based on the intrinsic value of the modified stock options and that of the original stock options both estimated as on the date of the modifications. The impact of the modifications as on the date of modification is summarised below: Plans As per original plan As per modified plan ESOP 2004 Weighted average price of options outstanding 51.94 27.58 Weighted average remaining contractual life 1.38 3.55 Senior ESOP 2004 Weighted average price of options outstanding 55.23 49.24 Weighted average remaining contractual life 2.24 3.62 ESOP 2005 Weighted average price of options outstanding 214.31 20.00 Weighted average remaining contractual life 1.89 2.85 ESOP (A) 2007 Weighted average price of options outstanding 221.31 5.00 Weighted average remaining contractual life 2.51 3.85

b. Senior Employee Stock Awards (Stock Appreciation Right) Plan 2005 During 2005-2006 the Company had established the Stock Appreciation Right Plan 2005 (Senior Employee Stock Award Plan) (‘SAR’) for compensation to the employees whereby the Company in its extraordinary general meeting held on 25 July, 2005 had approved a grant of upto 300,000 awards to eligible employees. During the earlier years, the Company had granted 299,995 awards representing 140,998 options which had vested as on 31 March, 2007. Pursuant to the scheme, the employees have a right to receive such numbers of fully paid up equity shares of Rs. 5 of the Company whose market value matches with the amount of increase due to appreciation in share price during the date of grant and date of exercise of the awards. Upto 31 March, 2008, of the 140,998 options the Company issued 91,650 shares to employees on the exercising of the options. During the year ended 31 March, 2009 the Company had issued 36,808 shares under this scheme, and the balance 12,540 options had lapsed during the previous year.

52 Television Eighteen India Limited

The salient terms of ESOPs schemes/ revised ESOPs schemes and SAR of the Company are set out hereunder: Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004 Year in which scheme 2002-03 2003-04 2004-05 2004-05 was established Number of options 700,000 700,000 700,000 840,000 authorised to be 700,000 700,000 700,000 840,000 granted Exercise price* (See Rs. 5 per 95% of market The exercise price is to be The exercise price is to be decided note 1) option. value on grant decided by the compensation by the compensation committee, and date. committee, such that the is not to be less than the par value of exercise price is not less than the shares of the Company and not the par value of the shares of the more than the price prescribed under Company and not more than the Chapter XIII of SEBI (Disclosure price prescribed under Chapter and Investor Protection) Guidelines, XIII of SEBI (Disclosure and 2000. The relevant date will be the Investor Protection) Guidelines, date of grant 2000. The relevant date will be the date of grant. Vesting date* After one year After one year Option to vest after one year from Option to vest after one year from the (See note 1) from the date from the date the date of grant within such pe- date of grant within such period not of grant of op- of grant of riod not exceeding ten years as exceeding ten years as may be de- tions. options. may be determined by the com- termined by the compensation com- pensation committee. mittee. Vesting requirements One year’s One year’s Three years of service from the Two to four years of service from the service from service from date of grant of option date of grant of option the date the date of grant of of grant of option. option. Exercise period During two During one During two years after vesting During a period of two/three years years after year after vest- date. from the vesting date vesting date. ing date. Un-granted options can- - - - - celled during the year - - - - *Note 1: The details of exercise price and vesting period prior to modifications are given below: Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004 Exercise price before N.A. N.A. 1. 50% of options granted at 90% 1. 50% of options granted at 90% of modification of market value on grant date; market value on grant date; 2. Remaining 50% of the options 2. Remaining 50% of the options granted at a discount of Rs. 125 granted at a discount of Rs. 100 on on market value on grant date. market value on grant date. Vesting date before N.A. N.A. After three years of service from 1. One third of options granted will modification the date of grant of options. vest after two years from the date of grant of option ; 2. Remaining two third of options granted will vest after four years from the date of grant of options.

Particulars Long Term Retention ESOP 2005 Strategic Acquisition ESOP 2006 ESOP 2005 ESOP 2005 Year in which scheme 2005-06 2005-06 2005-06 2006-07 was established Number of options 350,000 1,260,000 840,000 1,000,000 authorised to be 350,000 1,260,000 840,000 1,000,000 granted Exercise price* (See Market value on grant The exercise price is to be decided Rs. 100 per option. Rs. 5 per op- note 2) date. by the compensation committee, such tion. that the exercise price is not less than the par value of the shares of the Company and not more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000. The relevant date will be the date of grant. Vesting date* (See note After four years from Option to vest after one year from the After one year from the After two 2) the date of grant of op- date of grant within such period not date of grant of options. years from tions. exceeding ten years as may be de- the date of termined by the compensation com- grant of op- mittee. tions.

53 Television Eighteen India Limited

Particulars Long Term Retention ESOP 2005 Strategic Acquisition ESOP 2006 ESOP 2005 ESOP 2005 Vesting requirements Four years of service Three years of service from the date of One year’s service from Two years of from the date of grant grant of option. the date of grant of op- service from of option. tion. the date of grant of option. Exercise period During two years after During one year after vesting date. During one year after During one vesting date. vesting date. year after vesting date. Un-granted options can- - - - - celled during the year - - - - *Note 2: The details of exercise price and vesting period prior to modifications are given below: Exercise price before N.A. 90% of market value on grant date. N.A. N.A. modification Vesting date before N.A. 1. One third of options granted will vest N.A. N.A. modification after one year from the date of grant of options; 2. One third options granted will vest after two years from the date of grant of options; and 3. One third options granted will vest after three years from the date of grant of options. Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR Year in which scheme 2006-07 2006-07 2007-08 2005-06 was established Number of options/ 1,000,000 1,000,000 10,000,000 300,000 awards authorised to be 1,000,000 1,000,000 10,000,000 300,000 granted Exercise price* (see The exercise price is to Rs. 5 per option. The exercise price will Rs. 5 note 3) be decided by the com- be decided by the com- pensation committee, pensation committee such that the exercise such that the exercise price is not less than price is not less than the par value of the the par value of the eq- shares of the Company uity shares of the Com- and not more than the pany and not more than price prescribed under the price prescribed Chapter XIII of SEBI under Chapter XIII of (Disclosure and Inves- SEBI (Disclosure and tor Protection) Guide- Investor Protection) lines, 2000. The rel- evant date will be the Guidelines, 2000. date of grant. Vesting date* (See Option to vest after one 1. One sixth options granted will vest After a minimum period Cliff vesting note 3) year from the date of after one year from the date of grant of one year from the period of grant within such pe- of options; date of Grant. The vest- three years riod not exceeding ten 2. One sixth options granted will vest ing shall happen in one years as may be deter- after two years from the date of grant or more tranches as mined by the compen- of options; may be decided by the sation committee. 3. One sixth options granted will vest ESOP Compensation after three years from the date of grant Committee. of options; 4. One sixth options granted will vest after four years from the date of grant of options; 5. One sixth options granted will vest after five years from the date of grant of options; and 6. One sixth options granted will vest after six years from the date of grant of options. Vesting requirements One to four years of One to six years of service from the Option to vest over One to four service from the date date of grant of option. such period, in such years of ser- of grant of option. manner and subject to vice from the conditions as may be date of grant decided by the com- of SAR pensation committee provided the employee continues in service.

54 Television Eighteen India Limited

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR Exercise period During four years after During four years after vesting date. Exercise period will One year vesting date. commence from the after vesting vesting date and extend date upto the expiry period of the option as may be decided by the com- pensation committee. Un-granted options can- - - - - celled during the year - - - - Un-granted options ------8,330,000 - *Note 3: The details of exercise price and vesting period prior to modifications are given below: Exercise price before 75% of market value N.A. N.A. N.A. modification on grant date. Vesting date before 1. One fourth options N.A. N.A. N.A. modification granted will vest after one year from the date of grant of options; 2. One fourth options granted will vest after two years from the date of grant of options; 3. One fourth options granted will vest after three years from the date of grant of op- tions; and 4. One fourth options granted will vest after four years from the date of grant of options. c. Television Eighteen India Limited Employee Stock Purchase Plans (ESPP) i. Television Eighteen India Limited Stock Purchase Plan 2003 (ESPP 2003) During 2003-2004 the Company had established an Employee stock purchase plan (ESPP 2003) for compensation to employees whereby the Company’s plan was to issue upto 700,000 shares to eligible employees. The offer price per share was 95% of the market value of the shares as at the date of the offer. The Company had issued 667,016 shares under ESPP 2003 upto 31 March, 2007. During the year ended 31 March, 2008, pursuant to the approval of the shareholders it was decided to cancel the issue of the remaining balance of the proposed 32,984 equity shares. ii. Television Eighteen Employee Stock Purchase Plan 2007 (ESPP 2007) During 2007-2008 the Company established an Employee stock purchase plan (ESPP 2007) for compensation to employees whereby the Company’s plan was to issue upto 532,984 shares to eligible employees. The offer price shall be decided by the compensation committee provided that the offer price shall not be less than the par value of the equity shares of the Company and shall not be more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000. d. Details of option numbers and weighted average exercise prices The details of options and weighted average prices are as given below Particulars ESOP 2002 ESOP 2004 Options Weighted Average Options Weighted Average Price Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning 53,690 2.50 562,800 27.58 of the year 53,690 2.50 749,000 48.89 b. granted during the year ------c. exercised during the year - - 206,500 20.00 - - 72,800 25.65 d. forfeited during the year - - 8,400 20.00 - 113,400 48.66 e. expired during the year ------f. additions pursuant to bonus issue ------

55 Television Eighteen India Limited

Particulars ESOP 2002 ESOP 2004 Options Weighted Average Options Weighted Average Price Price (Numbers) (Rs.) (Numbers) (Rs.) g. outstanding at the end of the year 53,690 2.50 347,900 32.26 53,690 2.50 562,800 27.58 h. exercisable at the end of the year 53,690 2.50 113,400 57.61 53,690 2.50 21,000 99.88 i. number of equity shares of Rs. 5 each See note 1 N.A. 347,900 N.A. fully paid up to be issued on exercise See note 1 N.A. 562,800 N.A. of option j. weighted average share price at the - N.A. 206,500 76.81 date of exercise - N.A. 72,800 244.80 k. weighted average remaining - N.A. 2.36 N.A. contractual life (years) - N.A. 3.55 N.A.

Particulars Senior ESOP 2004 Long Term Retention ESOP 2005 Options Weighted Average Options Weighted Average (Numbers) Price (Rs.) (Numbers) Price (Rs.) a. outstanding at the beginning 998,226 49.24 700,000 75.61 of year 1,091,498 52.96 700,000 75.61 b. granted during the year - - - - 62 52.96 - - c. exercised during the year 163,325 16.76 - - 93,330 33.24 - - d. forfeited during the year ------e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the Year 834,901 55.60 700,000 75.61 998,230 49.24 700,000 75.61 h. exercisable at the end of the year 391,329 50.81 ------i. number of equity shares of Rs. 5 each 834,901 N.A. 700,000 N.A. fully paid up to be issued on exercise 998,230 N.A. 700,000 N.A. of option j. weighted average share price at the 163,325 76.81 - N.A. date of exercise 93,330 243.70 - N.A. k. weighted average remaining 2.51 N.A. 1.56 N.A. contractual life (years) 3.62 N.A. 2.56 N.A.

Particulars ESOP 2005 Strategic Acquisition ESOP 2005 Options Weighted Average Options Weighted Average (Numbers) Price (Rs.) (Numbers) Price (Rs.) a. outstanding at the beginning 492,864 20.00 10,000 22.15 of the year 533,064 208.84 55,000 22.15 b. granted during the year ------c. exercised during the year 201,667 20.00 - - - - 45,000 22.15 d. forfeited during the year 23,800 20.00 - - 40,200 141.72 - - e. expired during the year ------f. additions pursuant to bonus Issue ------

56 Television Eighteen India Limited

Particulars ESOP 2005 Strategic Acquisition ESOP 2005 Options Weighted Average Options Weighted Average (Numbers) Price (Rs.) (Numbers) Price (Rs.) g. outstanding at the end of the year 267,397 20.00 10,000 22.15 492,864 20.00 10,000 22.15 h. exercisable at the end of the year 267,397 20.00 10,000 22.15 - N.A. 10,000 22.15 i. number of equity shares of Rs. 5 each 267,397 N.A. 10,000 N.A. fully paid up to be issued on exercise 492,864 N.A. 10,000 N.A. j. weighted average share price 201,667 76.81 - N.A. at the date of exercise N.A. N.A. 45,000 244.80 k. weighted average remaining 1.85 N.A. - N.A. contractual life (years) 2.85 N.A. 0.01 N.A.

Particulars ESOP 2006 ESOP (A) 2007 Options Weighted Average Options Weighted average (Numbers) Price (Rs.) (Numbers) Price (Rs.) a. outstanding at the beginning of the 361,480 2.50 1,287,400 5.00 year 509,280 2.50 1,490,500 221.31 b. granted during the year ------c. exercised during the year - - 780,375 5.00 100,000 2.50 - - d. forfeited during the year 58,460 2.50 65,550 5.00 47,800 2.50 203,100 221.31 e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the year 303,020 2.50 441,475 5.00 361,480 2.50 1,287,400 5.00 h. exercisable at the end of the year 303,020 2.50 136,012 5.00 312,080 2.50 - - i. number of equity shares of Rs. 5 303,020 N.A. 441,475 N.A. each fully paid up to be issued on exercise of option 361,480 N.A. 1,287,400 N.A. j. weighted average share price at the - N.A. 780,375 76.81 date of exercise 100,000 58.60 - N.A. k. weighted average remaining 0.00 N.A. 2.85 N.A. contractual life (years) 0.79 N.A. 3.85 N.A.

Particulars ESOP 2007 SAR Options Weighted Average Options Weighted Average (Numbers) Price (Rs.) (Numbers) Price (Rs.) a. outstanding at the beginning of the 1,670,000 42.45 - - year - - 49,348 5 b. granted during the year - - - - 1,670,000 42.45 - - c. exercised during the year ------36,808 5 d. forfeited during the year ------12,540 5 e. expired during the year ------f. additions pursuant to bonus issue ------57 Television Eighteen India Limited

Particulars ESOP 2007 SAR Options Weighted Average Options Weighted Average (Numbers) Price (Rs.) (Numbers) Price (Rs.) g. outstanding at the end of the year 1,670,000 42.45 - - 1,670,000 42.45 - - h. exercisable at the end of the year ------i. number of equity shares of Rs. 5 1,670,000 42.45 - N.A. each fully paid up to be issued on 1,670,000 42.45 - N.A. exercise of option j. weighted average share price - N.A. - N.A. at the date of exercise - N.A. 36,808 56.10 k. weighted average remaining 5.63 N.A. - - contractual life (years) 6.63 N.A. - - There were no reportable details in respect of ESOP 2003, ESOP (B) 2007 and ESPP 2007. Previous year figures are in italics. Note: The equity shares pursuant to options granted under this scheme were allotted in the past and were administered through the TV18 Employee Welfare Trust. Accordingly, there has been no further allotment of equity shares pursuant to the exercise of these options. e. Proforma Accounting for Stock Option Grants The Company applies the intrinsic value-based method of accounting for determining compensation cost for its stock-based compensation plans. Had the compensation cost been determined using the fair value approach, the Company’s net profit and basic and diluted earnings per share as reported would have reduced to the proforma amounts as indicated: (Amounts in Rs. Million) Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Net Profit/(Loss) after tax as reported (324.75) 198.22 i. Add: Stock based employee compensation expense debited to Profit and Loss account 23.90 64.00 ii. Less: Stock based employee compensation expense based on fair value 77.73 176.51 b. Difference between (i) and (ii) (53.83) 112.51 c. Adjusted proforma profit (378.58) 85.71 d. Difference between (a) and (c) 53.83 112.51 e. Basic earnings per share as reported (2.45) 1.65 f. Proforma basic earnings per share (2.86) 0.71 g. Diluted earnings per share as reported (2.45) 1.61 h. Proforma diluted earnings per share (2.86) 0.69

i. The fair value of the options, calculated by an external valuer, was estimated on the date of grant using the Black-Scholes model with the following significant assumptions: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Risk free interest rates (in %) 5.51 7.34 b. Expected life (in years) 4.23 9.00 c. Volatility (in %) 71.80 67.44 d. Dividend yield (in %) 2.99 3.07 The volatility of the options is based on the historical volatility of the share price since the Company’s equity shares are publicly traded and has been calculated on the basis of the share price and trading volume data. ii. Details of weighted average exercise price and fair value of the stock options granted during the year at price below market price: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Total options granted (in Nos) - 535,000 b. Weighted average exercise price (in Rs.) - 5.00 c. Weighted average fair value (in Rs.) - 47.30

58 Television Eighteen India Limited

iii. Details of weighted average exercise price and fair value of the stock options granted during the year at market price: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Total options granted (in Nos) - 1,135,000

b. Weighted average exercise price (in Rs.) - 60.10

c. Weighted average fair value (in Rs.) - 29.43

18. The Company had entered into a Shareholders’ Agreement with Newswire18 Limited (Newswire) and three employees of Newswire pursuant to which the Company provided finance, by means of a loan of Rs. 7,777,430 to the individual shareholders and a ‘Senior Stock Trust’, set up pursuant this agreement, for subscribing to a fresh allotment of 777,743 shares of Newswire. Further, the Company has a commitment to transfer 259,248 equity shares of Newswire to an ESOP trust to be established by Newswire. 19. Transfer Pricing The Transfer Pricing study for the transactions related to the year ended 31 March, 2010 is currently in progress and hence, adjustments, if any, which may arise from the study have not been taken into account in the financial statements for the year ended 31 March, 2010 and will be effected in the financial statements for the year ending 31 March, 2011, which in the opinion of the Company are not expected to be material. 20. Prior period adjustments The components of prior period adjustments are as follows: Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) Income from media operations (net) 8,562,176 16,268,391 Less: Content and franchise expenses - 11,961,404 Less : Airtime purchased 6,138,720 - Less: Legal and professional expenses - 1,785,127 Less: Travelling and conveyance 2,192,196 - Add : Exchange rate fluctuation - 3,200,000 Total 231,260 5,721,860

21. Additional information required to be given pursuant to Part II of Schedule VI to the Companies Act, 1956 Year ended Year ended Particulars 31.03.2010 31.03.2009 (Rs.) % (Rs.) % a. Consumption of tapes

i. Imported 724,083 16 533,605 12 ii. Indigenous 3,669,171 84 3,952,106 88 Total 4,393,254 100 4,485,711 100

Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) b. Remuneration paid to Directors (See note below) i. Salary 4,344,658 4,200,000 ii. Contribution to provident and other funds 288,000 288,000 iii. Other perquisites - 213,777 Total 4,632,658 4,701,777 Note: Excludes provision for compensated absences and gratuity since the provision is based on an actuarial valuation for the Company as a whole. Computation of net profits in accordance with Section 349 of the Companies Act, 1956: i. Net profit/(loss) before tax from ordinary activities (274,192,875) 48,201,182 Add: ii. Whole-time Directors’ remuneration 4,632,658 4,701,777 iii. Directors’ sitting fees 412,000 207,500 iv. Provision for doubtful debts 57,500,000 87,149,149

59 Television Eighteen India Limited

Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) v. Depreciation as per books of account 171,880,641 189,572,914 vi. Long term investments written off - 120,555,000 vii. Loss on sale of fixed assets 1,658,531 - Total (38,109,045) 450,387,522 Less: viii. Depreciation as envisaged under Section 350 of the Companies Act, 171,880,641 189,572,914 1956* ix. Profit on sale / disposal of assets - 2,300,466 x. Profit on sale of long term investment - 5,906,095 xi. Profit on sale of current investments 30,872,689 67,967,397 xii. Bad debts written off out of provision 84,903,136 28,700,000 xiii. Reversal of provision for diminution in the value of investment - 3,263,359 xiv. Net profit/(loss) for calculation on which remuneration is payable. 325,765,511 152,677,291 Maximum permissible managerial remuneration {Current year- Rs. 4,800,000 7,633,865 400,000 per month (Previous year 5% of Net profit)} Managerial remuneration paid 4,632,658 4,701,777 *The Company depreciates fixed assets based on estimated useful lives that are equal to or higher than those implicit in Schedule XIV of the Companies Act, 1956. Accordingly the rates of depreciation used by the Company are higher than the minimum rates prescribed by Sched- ule XIV. c. Auditors’ remuneration * i. Audit fees: a. Statutory audit fee 2,800,000 2,800,000 b. quarterly limited reviews/interim Audits 2,520,000 3,200,000 c. Relating to previous years - 1,400,000 ii. Certification matters 250,000 730,000 iii. Relating to Rights Issue** 4,500,000 - iv. Other services 2,800,000 - v. Reimbursement of expenses 86,512 79,687 Total 12,956,512 8,209,687 * Exclusive of service tax ** Represents fee relating to Rights Issue adjusted against securities pre- mium account d. CIF Value of imports i. Capital goods 12,072,799 132,547,233 ii. Others 2,646,799 429,215 Total 14,719,598 132,976,448 e. Expenditure in foreign exchange i. Travelling 359,103 9,027,016 ii. Telecast and uplinking expenses 23,202,590 21,809,897 iii. Content and franchise expenses 147,188,911 173,256,036 iv. Other services 21,402,838 37,590,780 Total 196,571,395 241,683,729 f. Earnings in Foreign Exchange i. Income from media operations 39,809,934 434,371,395 ii. Others - 272,236,876 Total 39,809,934 706,608,271

60 Television Eighteen India Limited

22. Related party disclosures a. List of related parties Name Relationship 1. Network18 Media & Investments Limited (Network 18) Holding (formerly Network 18 Fincap Limited) (by virtue of control) 2. Television Eighteen Mauritius Limited, Mauritius (TEML) Subsidiary 3. iNews.com Limited (iNews) Subsidiary 4. Newswire18 Limited (Newswire) (formerly NewsWire18 Private Limited- name changed w.e.f 27 Subsidiary February, 2009, formerly News Wire 18 India Private Limited) 5. RVT Investments Private Limited (RVT) Subsidiary 6. Television Eighteen Media and Investment Limited, Mauritius (TEMIL) w.e.f 26 November, 2007 Subsidiary (formerly BK Events Limited) 7. Mobile NXT Online Private Limited (Mobile NXT Online) w.e.f. 14 January, 2008 till 29 September, Subsidiary 2008 8. I-Ven Interactive Limited (I-Ven)w.e.f. 21 August, 2008 upto 25 August, 2009 (See note 10.d of Subsidiary Schedule 16) 9. Web 18 Holdings Limited, Cayman Islands (Web 18 Holding) Subsidiary1 10. BK Holdings Limited, Mauritius (BKH) w.e.f 17 May, 2007 Subsidiary1 See note 10 11. Capital 18 Limited, Mauritius (Capital 18) w.e.f 6 June, 2007 Subsidiary1 See note 10 12. Namono Investments Limited (Namono) w.e.f 19 November, 2007 Subsidiary1 13. TV18 UK Limited (TV 18 UK) Subsidiary1 14. E-18 Limited, Cyprus (E 18, Cyprus) (formerly Tadcaster Holdings Limited) Subsidiary2 15. Capital18 Acquisition Corp., Cayman Islands (C18 AC) w.e.f 28 November, 2007 Subsidiary3 16. Colosceum Media Private Limited (Colosceum) w.e.f 15 February, 2008 Subsidiary3 (formerly RVT Software Private Limited) 17. Stargaze Entertainment Private Limited (Stargaze) w.e.f 18 February, 2008 Subsidiary3 18. Webchutney Studio Private Limited (Webchutney) w.e.f. 10 December,2007 upto 13 March,2009 Subsidiary3 19. Juxt Consult Research and Consulting Private Limited w.e.f. 10 December, 2007 upto 13 March, Subsidiary3.1 2009 20. Goosefish Media Ventures Private Limited (Goosefish) w.e.f. 10 December, 2007 upto 13 March, Subsidiary3.1 2009 21. Blue Slate Media Private Limited w.e.f. 10 December,2007 upto 13 March,2009 Subsidiary3.2 22. e-Eighteen.com Limited (E-18) Subsidiary4 23. Television Eighteen Commoditiescontrol.com Limited (TECCL) Subsidiary4 24. Web18 Software Services Limited (Web 18) Subsidiary4 25. Big Tree Entertainment Private Limited w.e.f 3 April, 2007 Subsidiary4 26. Care Websites Private Limited (Care) w.e.f 14 February, 2008 Subsidiary4 27. Moneycontrol Dot Com India Limited (MCD) Subsidiary5 28. Keyword Publishing Services w.e.f. 21 August 2008 Subsidiary12 29. Keyword Typesetting Services Limited w.e.f. 21 August, 2008 Subsidiary12 30. Glyph International Private Limited w.e.f. 21 August, 2008 (formerly Amercian Devices India Private Subsidiary11 Limited) (name changed w.e.f.30 July, 2009) (See 33 below) 31. Infomedia 18 Limited (Infomedia 18) w.e.f 21 August, 2008 Subsidiary (Refer Note 10 of Schedule 16) 32. Cepha Imaging Private Limited w.e.f 21 August, 2008 Subsidiary11 33. Glyph International Limited (formerly Glyph International Private Limited) (name changed w.e.f. 11 Subsidiary11 September, 2009) 34. Glyph International UK Limited w.e.f.21 August, 2008 (formerly Keyword Group Limited) (name Subsidiary11 changed w.e.f.27 April, 2009) 61 Television Eighteen India Limited

Name Relationship 35. Glyph International US LLC w.e.f.21 August, 2008 (formerly Software Services LC) (name changed Subsidiary11 w.e.f. 31 December, 2009) 36. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) (name changed w.e.f. 2 Fellow Subsidiary April, 2008) (See 51 below) 37. Network 18 Holdings Limited, Cayman Islands (NHL) (formerly TV18 Holdings Limited) Fellow subsidiary 38. network18 India Holdings Private Limited (N-18 Holding) w.e.f 14 August, 2007 Fellow subsidiary 39. Setpro18 Distribution Limited (Setpro) (formerly Setpro Holdings Private Limited) Fellow subsidiary 40. RVT Media Private Limited (RVT Media) w.e.f 1 January, 2008 Fellow subsidiary6 41. TV18 HSN Holdings Limited (TV18 HSN Holding) (formerly 18 Holdings Cyprus Limited) Fellow subsidiary7 42. TV18 Home Shopping Network Limited (TV18 HSN) (formerly TV18 Home Shopping Network Pri- Fellow subsidiary8 vate Limited) (name changed w.e.f 10 June, 2008 ) 43. The Indian Film Company, Guernsey (TIFC) w.e.f. 7 September, 2009 Fellow subsidiary18 44. The Indian Film Company (Cyprus) Limited (TIFC, Cyprus) w.e.f. 7 September, 2009 Fellow subsidiary14 45. IFC Distribution Private. Limited. w.e.f.7 September, 2009 Fellow subsidiary15 46. Jagran 18 Publications Limited (Jagran) w.e.f 10 March, 2008 Joint venture (JV) 47. JobStreet.Com India Private Limited (Jobstreet) JV9 48. Viacom 18 Media Private Limited (Viacom) w.e.f 6 November 2007 upto 30 September, 2008 JV16 (formerly MTV Networks India Private Limited) 49. Reed Infomedia India Private Limited w.e.f 21 August, 2008 JV13 50. Mobilenxt Teleservices Private Limited (Mobilenxt Tele) w.e.f. 11 November,2007 till 29 Associate September,2008 51. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 22 January, 2009 Associate17 (name changed w.e.f. 2 April, 2008) 52. Raghav Bahl (RB) Also exercises control by virtue of having a substantial indirect interest in the Key Managerial voting power of the Company Person (KMP) 53. Sanjay Ray Chaudhuri (SRC) KMP 54. Haresh Chawla (HC) KMP 55. Subhash Bahl (SB) Relative of KMP (RB) 56. Janhavi Chawla (JC) Relative of KMP (HC) 57. Ritu Kapur (RK) Relative of KMP (RB) 58. Vandana Malik (VM) Relative of KMP (RB) 59. SGA News Limited (SGA-N) w.e.f. 15 January, 2006 upto 18 December, 2008 Entity under significant influence of KMP (RB) 60. RRB Holdings Private Limited (RRB Holding) Entity under significant influence of KMP (RB) 61. BK Media Private Limited (BKM) Entity under significant influence of KMP (RB) 62. Network18 Publications Limited (N18 PPL) w.e.f. 11 July, 2007 (formerly network18 Publications Entity under Private Limited) (name changed w.e.f 11 December, 2008) significant influence of KMP (RB) 63. IBN Lokmat News Private Limited (IBN Lokmat) w.e.f 11 June, 2007 Entity under (formerly RVT Finhold Private Limited) significant influence of KMP (RB) 64. Greycells18 Media Limited (Greycells) Entity under (formerly, greycells18 Media Private Limited) (name changed w.e.f. 8 April, 2009) significant influence of KMP (RB)

62 Television Eighteen India Limited

Name Relationship 65. India International Film Advisors Private Limited (IIFA) Entity under (formerly RB Fincap Private Limited) significant influence of KMP (SRC) 66. VT Softech Private Limited (VT Softech) w.e.f 13 August, 2007 Entity under significant influence of KMP (RB) 67. Capital18 Media Advisors Private Limited (C 18 Media) w.e.f 30 July, 2007 Entity under significant influence of KMP (SRC) 68. Tangerine Digital Entertainment Private Limited (Tangerine) Entity under significant influence of KMP (RB) 69. VT Investments Private Limited (VT Investments) Entity under significant influence of KMP (RB) 70. VT Holdings Private Limited (VT Holdings) Entity under significant influence of KMP (RB) 71. Media Venture Capital Trust – II (MVCT) Entity under significant influence of KMP (SRC) 72. Digital18 Media Limited w.e.f.16 April, 2007 (Digital18) (formerly Digital 18 Media Private Limited) Entity under (name changed w.e.f.10 June, 2009) significant influence of KMP (RB & SRC) 73. The Network18 Trust (N 18 Trust) Entity under significant influence of KMP (RB) 74. Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited ) w.e.f.1 Entity under October, 2008 significant influence of KMP (RB) 75. RVT Holdings Private Limited (RVT Holdings) Entity under significant influence of KMP (RB)

Notes : 1. Subsidiary of TEML 2. Subsidiary of Web 18 Holding 3. Subsidiary of Capital 18. Capital 18 is held for disposal by TEML. 3.1 Subsidiary of Webchutney 3.2 Subsidiary of Goosefish 4. Subsidiary of E 18, Cyprus 5. Subsidiary of E-18 6. Subsidiary of Fellow subsidiary (IBN) 7. Subsidiary of Fellow subsidiary (NHL) 8. Subsidiary of Fellow subsidiary (TV18 HSN Holding) 9. Joint Venture of step down subsidiary (E 18, Cyprus) 10. Held for disposal by TEML 11. Subsidiary of Infomedia 18 (formerly Infomedia India Limited) 12. Subsidiary of Glyph International UK Limited 13. Joint Venture of Infomedia 18 (formerly Infomedia India Limited) 14. Subsidiary of fellow Subsidiary (TIFC) 15. Subsidiary of fellow Subsidiary (TIFC, Cyprus) 16. Joint Venture of step down subsidiary (BKH). BKH is held for disposal by TEML 17. Associate of RVT 18. Subsidiary of Network 18

63 Television Eighteen India Limited b. Transactions/balances outstanding with related parties Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (i) Transactions during the year Income from operations and other income 1. Network 18 27,215,504 - - - - - (28,710,241) - - - - - 2. TEML ------(602,579,876) - - - - 3. TECCL - 8,182,237 - - - - - (7,409,951) - - - - 4. Web 18 - 116,042,482 - - - - - (91,330,602) - - - - 5. TV18 HSN - - 21,621,044 - - - - - (55,712,633) - - - 6. IBN - - - 77,764,195 - - - - (52,049,829) (10,409,966) - - 7. Viacom - - - - 97,081,045 - - - - (62,077,088) (35,334,409) - 8. Mobilenxt ------Tele - - - (16,928,162) - - 9. SGA-N - - - - 3,138,081 - - - - - (1,200,000) - 10. N18 PPL - - - - 5,000,000 - - - - - (7,750,080) - 11. MVCT ------(95,000,000) - 12. N 18 Trust - - - - 217,400,000 - - - - - (578,000,000) - 13. RVT - 105,592,172 ------14. Infomedia - 143,538,718 - - - - 18 - (56,037,819) - - - - 15. Digital18 - - - - 41,632,015 - - - - - (150,000) - 16. E-18 - 24,334,641 - - - - - (52,473,367) - - - - 17. Others - 13,851,885 7,305 1,315,800 26,176,378 - - (27,447,067) (35,472) - (45,768,150) - Total 27,215,504 411,542,135 21,628,349 79,079,995 390,427,519 - (28,710,241) (837,278,682) (107,797,934) (89,415,216) (763,202,639) - 64 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Interest Expense 1. E-18 ------(150,968) - - - - 2. TEML ------(47,830) - - - - 3. SGA-N ------(127,523) - 4. Network 18 133,271 ------Total 133,271 ------(198,798) - - (127,523) - Reimburse- ment of expenses (received) 1. Network 18 30,574,152 - - - - - (136,346,125) - - - - - 2. Newswire - 2,790,280 - - - - - (2,184,514) - - - - 3. E-18 - 2,100,429 - - - - - (3,390,814) - - - - 4. Web 18 - 54,406,253 - - - - - (64,501,009) - - - - 5. Infomedia - 26,365,703 - - - - 18 - (9,200,000) - - - - 6. Setpro - - 1,020,933 - - - - - (712,037) - - - 7. TV18 HSN - - 12,360,327 - - - - - (13,405,893) - - - 8. IBN - - - 158,403,726 - - - - (127,480,663) (25,496,133) - - 9. SGA-N ------(27,275,741) - 10. IBN - - - - 25,424,220 - Lokmat - - - - (22,562,452) - 11. Greycells - - - - 3,970,702 - - - - - (4,048,592) - 12. Digital18 - - - - 29,857,083 - - - - - (1,797,045) -

65 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 13. Others - 250,949 - - 493,614 - - (502,471) - (3,502,848) (1,966,166) - Total 30,574,152 85,913,614 13,381,260 158,403,726 59,745,619 - (136,346,125) (79,778,808) (141,598,593) (28,998,981) (57,649,996) - Reimburse- ment of ex- penses (paid) 1. Network 18 73,335,830 - - - - - (85,892,358) - - - - - 2. Newswire ------(1,141,740) - - - - 3. E-18 - 7,783,013 - - - - - (18,901,699) - - - - 4 Web 18 - 10,798,315 - - - - - (10,784,380) - - - - 5 TECCL - 1,052,659 - - - - - (3,757,847) - - - - 6. TV18 HSN - - 200,505 - - - - - (6,673) - - - 7. IBN - - - 64,475,004 - - - - (138,067,563) (27,613,513) - - 8. SGA-N ------(1,352,197) - 9. IBN Lokmat - - - - 404,800 - - - - - (126,367) - 10. Viacom - - - - 781,426 ------11. Digital18 - - - - 375,000 ------12. Setpro - - 333,000 ------13. Others ------(28,777) (56,104) - Total 73,335,830 19,633,987 533,505 64,475,004 1,561,226 - (85,892,358) (34,585,666) (138,074,236) (27,642,290) (1,534,668) - Expenditure for services received 1. Network 18 31,866,014 - - - - - (14,194,787) - - - - - 2. E-18 - 12,583,179 - - - - - (36,330,670) - - - -

66 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 3. Web 18 - 1,127,974 - - - - - (7,902,896) - - - - 4. TEML - 5,691,300 - - - - - (7,339,253) - - - - 5. TV 18 UK - 7,540,004 - - - - - (11,215,031) - - - - 6. Infomedia - 10,195,877 - - - - 18 - (450,000) - - - - 7. Setpro - - 517,413,346 - - - - - (298,471,687) - - - 8. IBN - - - 4,450,667 - - - - (10,464,663) (2,092,933) - - 9. Viacom - - - - 1,546,585 - - - - - (3,763,527) - 10. Raghav ------Bahl - - - - - (213,777) 11. Ritu Kapur - - - - - 2,016,583 - - - - - (1,886,327) 12. Sanjay Ray - - - - - 4,632,658 Chaudhuri - - - - - (4,701,777) 13. Haresh - - - - - 4,199,634 Chawla - - - - - (8,844,600) 14. Janhavi - - - - - 1,438,800 Chawla - - - - - (1,438,800) 15. C 18 Media ------(6,123,020) - 16. Tangerine ------(5,500,000) - 17. Digital18 - - - - 7,500,692 ------18. N18 PPL - - - - 3,654,000 ------19. Newswire - 5,529,477 - - - - - (5,446,366) - - - - 20. Others - - 207,355 - - - - - (197,340) - - - Total 31,866,014 42,667,811 517,620,701 4,450,667 12,701,277 12,287,675 (14,194,787) (68,684,216) (309,133,690) (2,092,933) (15,386,547) (17,085,281) 67 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Dividend paid 1. Network 18 ------(40,881,830) - - - - - Total ------(40,881,830) - - - - - Loans/ad- vances given during the year 1. Network 18 ------(36,000,000) - - - - - 2. Web 18 - 59,161,561 - - - - - (546,120,000) - - - - 3. Infomedia - 180,000,000 - - - - 18 - (405,000,000) - - - - 4. Jagran ------(11,100,000) - - 5. N18 PPL ------(10,000,000) - 6. RVT - 2,284,700,000 ------7. Others - 109,079,708 - - - - - (75,200,000) - - (1,000,000) -

Total - 2,632,941,269 - - - - (36,000,000) (1,026,320,000) - (11,100,000) (11,000,000) - Loans/advanc- es received back/ settled during the year 1. N18 PPL - - - - 3,800,000 - - - - - (3,400,000) - 2. Viacom ------(26,010,657) - - 3. Infomedia 18 - 405,000,000 ------4. Network 18 36,000,000 ------5. Web 18 - 454,925,598 ------6. Jagran - - - 2,784,208 ------7. RVT - 1,923,100,000 - - - -

68 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 8. Others - 23,968,750 ------Total 36,000,000 2,806,994,348 - 2,784,208 3,800,000 - - - - (26,010,657) (3,400,000) - Investments made in equity shares during the year 1. I-Ven ------(1,778,548,770) - - - - 2. Infomedia - - - - - 18 (also see 2,291,034,383 note 9.b and 9.c - (170,860,647) - - - - 3. Jagran ------(10,000,000) - - 4. VT Invest------ments - - - - (36,000) - Total - 2,291,034,383 - - - - - (1,949,409,417) - (10,000,000) (36,000) - Investments made in preference shares during the year 1. TEMIL - 414,462,500 ------2. VT Invest------ments - - - - (290,000,000) - Total - 414,462,500 ------(290,000,000) - Investments made in units of MVCT dur- ing the year 1. MVCT - - - - 239,400,000 - - - - - (1,607,800,000) - 2. N 18 Trust ------(270,000,000) - Total - - - - 239,400,000 - - - - - (1,877,800,000) - Sale of invest- ments during the year to 69 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 1. E-18 ------(28,053,596) - - - - 2. VT Holdings ------(470,039,500) - Total ------(28,053,596) - - (470,039,500) - Sale of equity shares during the year of 1. Mobile NXT ------Online - (28,813,500) - - - - 2. Mobilenxt ------Tele - - - (151,190,000) - - 3. VT Invest------ments - - - - (36,000) - Total ------(28,813,500) - (151,190,000) (36,000) - Equity shares extinguished (see note 9.c) 1. I-Ven - 1,778,548,770 ------Total - 1,778,548,770 ------Sale of preference shares during the year of 1. VT Invest------ments - - - - (290,000,000) - Total ------(290,000,000) - Equity warrants c o n v e r t e d during the year (Including share premium) 1. N-18 ------Holding - - (39,800,000) - - - Total ------(39,800,000) - - -

70 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Warrant appli- cation money written off dur- ing the year 1. Infomedia ------18 - (118,500,000) - - - - Total ------(118,500,000) - - - - Share/ debenture application money paid during the year 1. Infomedia - 512,485,613 - - - - 18 - (405,000,000) - - - - 2. TEMIL - 231,412,500 - - - - - (400,000,000) - - - - 3. RVT ------(1,530,800,000) - - - - 4. VT ------Investments - - - - (54,000,000) - 5. N-18 ------Holding - - (1,685,000,000) - - - Total - 743,898,113 - - - - - (2,335,800,000) (1,685,000,000) - (54,000,000) - Share application money-refunded during the year 1. TEMIL ------(216,950,000) - - - - 2. N-18 - - 2,263,000 - - - Holding - - (1,685,000,000) - - - 3. VT ------Investment - - - - (54,000,000) - Total - - 2,263,000 - - - - (216,950,000) (1,685,000,000) - (54,000,000) - Payments made on redemption of debentures during the year

71 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 1. Network 18 ------(4,827,823) - - - - - Total ------(4,827,823) - - - - - Share application money converted to loan during the year 1. Infomedia 18 ------1. I - (405,000,000) - - - - Total ------(405,000,000) - - - - Debentures alloted during the year 1. RVT - 1,530,800,000 ------Total - 1,530,800,000 ------Equity warrant application- money refunded / (received) 1. N-18 Hold------ing - (1,791,000,000) - - - - Total ------(1,791,000,000) - - - - (ii) Balances at the year end Debtors outstanding at the year end 1. Network 18 6,943,958 - - - - - (13,038,941) - - - - - 2. TEML - 218,672,216 - - - - - (221,291,000) - - - - 3. E-18 - 5,765,886 - - - - - (43,455,841) - - - - 4. Infomedia 18 - 141,347,408 - - - - - (58,591,739) - - - - 5. TV18 HSN - - 13,545,052 - - - - - (67,862,850) - - -

72 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 6. Viacom - - - - 33,076,314 - - - - - (50,015,209) - 7. IBN Lokmat - - - - 12,379,133 - - - - - (15,074,972) - 8. Greycells - - - - 27,095,243 - - - - - (19,324,297) - 9. N18 PPL - - - - 13,373,316 - - - - - (8,409,816) - 10. IBN - - 11,461,866 ------11. Digital 18 - - - - 44,644,776 ------12. Others - 3,884,247 - - - - - (11,951,588) - - - - Total 6,943,958 369,669,757 25,006,918 - 130,568,782 - (13,038,941) (335,290,168) (67,862,850) - (92,824,294) - Loans /ad- vances at the year end 1. Network 18 ------(210,042,800) - - - - - 2. TEML - 48,766,771 - - - - - (49,977,967) - - - - 3. iNews - 5,819,963 - - - - - (4,783,373) - - - - 4. Newswire - 131,987,062 - - - - - (59,559,389) - - - - 5. TECCL - 65,586,587 - - - - - (54,623,931) - - - - 6. Web 18 - 639,699,401 - - - - - (934,804,122) - - - - 7. Infomedia - 245,402,531 - - - - 18 - (414,525,103) - - - - 8. TV18 HSN - - 1,586,418 - - - - - (374,224) - - - 9. IBN - - - 27,186,108 - - - - - (49,443,085) - - 10. RVT - 362,687,450 ------11. Jagran - - - 8,315,792 - -

73 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) - - - (8,303,629) - - 12. N18 PPL - - - - 13,437,532 - - - - - (13,137,532) - 13. SGA-N - - - - 46,197,417 - - - - - (41,771,890) - 14. IBN - - - - 7,466,968 - Lokmat - - - - (27,897,644) - 15. Digital 18 - - - - 11,107,195 ------16. Others - 67,855,851 7,913 - 7,248,059 - - (177,184) - - (10,118,379) -

Total - 1,567,805,616 1,594,331 35,501,900 85,457,171 - (210,042,800) (1,518,451,069) (374,224) (57,746,714) (92,925,445) - Creditors/ Advances outstanding at the year end 1. TEML - 50,345,235 - - - - - (50,345,235) - - - - 2. E-18 - 1,106,993 - - - - - (21,994,199) - - - - 3. TV18 UK - 2,854,267 ------4. Setpro - - 76,316,293 - - - - - (25,063,411) - - - 5. Viacom - - - - 219,862 - - - - - (6,409,611) - 6. IBN - - - 1,553,108 ------7. Network 18 12,466,504 ------8. Infomedia 18 - 4,538,870 ------9. Web 18 - 4,299,686 ------

10. N18 PPL - - - - 2,554,000 ------11. Others - 7,042 - - 18,200 ------Total 12,466,504 63,152,093 76,316,293 1,553,108 2,792,062 -

74 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) - (72,339,434) (25,063,411) - (6,409,611) - Application money paid for equity/ prefer- ence shares/ debentures as at the year end 1. TEMIL ------(183,050,000) - - - - 2. RVT ------(1,530,800,000) - - - - 3. NHL ------(2,263,000) - - - Total ------(1,713,850,000) (2,263,000) - - - Application money paid for units as at the year end 1. MVCT ------(50,000) - Total ------(50,000) - Corporate guarantees (given for/to) 1. BKH ------(4,330,750,000) - - - - 2. Capital 18 ------3. Viacom ------(439,200,000) -

Total ------(4,330,750,000) - - (439,200,000) - Corporate guarantees (given by) 1. Network 18 ------(3,300,000,000) - - - - - 2. N-18 - - 1,000,000,000 - - - Holding ------

75 Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key Company Subsidiaries # Ventures** Significant Influ- Management/ ence @ Relativesof Key Management Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Total - - 1,000,000,000 - - - (3,300,000,000) - - - - - Total corporate guarantees as at the year end (given for/to) 1. IBN - - - 320,000,000 - - - - - (320,000,000) - - 2. Capital 18 - - - - - 1,128,500,000 - (1,273,750,000) - - - - 3. BKH - 3,836,900,000 - - - - - (4,330,750,000) - - - - 4. Viacom - - - - 1,805,600,000 - - - - - (2,038,000,000) - Total - 4,965,400,000 - 320,000,000 1,805,600,000 - - (5,604,500,000) - (320,000,000) (2,038,000,000) - Total corporate guarantees as at the year end (given by) 1. Network 18 3,800,000,000 - - - - - (4,800,000,000) - - - - - 2. N-18 - - 2,000,000,000 - - - Holding - - (2,000,000,000) - - - Total 3,800,000,000 - 2,000,000,000 - - - (4,800,000,000) - (2,000,000,000) - - -

Notes: 1. Figures in brackets indicate amounts pertaining to the previous year ended 31 March, 2009. * Includes step down subsidiaries # Includes subsidiary of fellow subsidiary @ Includes entities over which key managerial person and their relatives exercise significant influence. ** Includes joint ventures of step down subsidiaries. 23. During the year ended 31 March, 2010, the stake of RVT Investments Private Limited, a wholly owned subsidiary of Television Eighteen India Limited, in the paid up capital of its associate ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited, further increased to 21.17% (previous year – 20.07%) of the paid up capital of the ibn18 Broadcast Limited (IBN), a listed company. 24. Pursuant to the Scheme of Arrangement between the Company, SGA News Limited and Network 18 Fincap Private Limited (now known as ‘Network18 Media & Investments Limited’) as approved by the Hon’ble High Court of Delhi in 2006, shares of Network18 Media & Investments Limited (formerly Network 18 Fincap Private Limited) held by the promoter were transferred to the trust for the benefit of the Company. Other income for the year ended 31 March, 2010 includes Rs. 217.4 million (previous year Rs. 578 million) relating to distribution of surplus from the trust. 25. a. Utilisation of preferential issue proceeds The Company has utilised the gross issue proceeds on issue of 5,000,000 equity shares of Rs. 5 each at a premium of Rs. 791 per share in the following manner: Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) i. Preferential issue proceeds - 1,201,558,345

76 Television Eighteen India Limited

Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) ii. Less: Utilised for expanding business through strategic - 1,201,558,345 acquisition and alliances i.e. long term investments iii. Closing balance of unutilised proceeds - - iv. Unutilised preferential issue proceeds invested in mutual funds - -

b. Utilisation of Right Issue Proceeds The Company had utilised the gross issue proceeds received during the year ended 31 March, 2010 on issue of 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share in the following manner: Particulars Year ended 31.03.2010 (Rs.) i. Rights Issue proceeds* 4,943,931,408 ii. Less: Utilised for expanding business through strategic acquisition and alli- 800,000,000 ances i.e. long term investments iii. Repayment of term loan 750,000,000 iv. Right issue expenses 162,958,402 v. Closing balance of unutilized proceeds as at the year end 3,230,973,006 vi. Details of Unutlised proceeds are given below: -Investments in mutual funds 2,085,973,038 - Balance in current accounts 1,144,999,968 3,230,973,006 * Includes Rs. 4,465,819 refundable as at the year end. 26. Foreign Currency Exposure and Derivative Contract The Company’s foreign currency exposure not hedged by a derivative instrument or otherwise as on 31 March, 2010 is as follows: Currency Payables Rupee equivalent Receivables Rupee equivalent (Rs.) (Rs.) USD 4,373,524 197,420,868 5,994,957 270,612,357 GBP 43,759 2,977,015 550 37,418 EURO 1,772 107,312 - -

27. Segmental reporting The Company is engaged in the media business and operations include production and telecast of business news and operations. Secondary segmental reporting is performed on the basis of the geographical location of customers. The Company provides services overseas primarily in Mauritius, United Kingdom, Singapore and others. Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognised. (Amounts in Rupees)

Details Within India Overseas Total Mauritius Others Segment revenue 3,360,128,608* - 39,809,934 3,399,938,542 (3,489,950,323)* (602,579,876) (104,028,395) (4,196,558,594) Segment assets 19,193,912,903 2,18,672,216 51,977,559 19,464,562,678 (15,238,740,607) (271,268,967) (142,661,581) (15,652,671,155) Additions to fixed assets 28,678,352 - - 28,678,352 (230,494,829) - - (230,494,829)

* excludes prior period revenue of Rs. 8.56 million (previous year Rs. 16.27 million).

28. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED) Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006. 29. Obligation on long term, non-cancellable operating leases The Company has taken various residential/ commercial premises under cancellable/non cancellable operating leases. The cancellable 77 Television Eighteen India Limited

lease agreements are normally renewed on expiry. Rent amounting to Rs. 76,775,394 (Previous year Rs. 75,409,359) has been debited to the profit and loss account during the year. The future minimum lease payments under these operating leases are as follows: (Amounts in Rupees) Particulars As at As at 31.03.2010 31.03.2009 Not later than one year 114,316,662 111,742,455 Later than one year but not later than five years 224,926,782 300,921,633 More than five years 15,141,548 58,922,451

30. During the previous years the Company had entered into transactions of income and expenditure aggregating to Rs. 47,803,131 and Rs. 12,399,403 respectively with companies listed in the register maintained under Section 301 of the Companies Act, 1956. The Company had made an application to the Central Government for compounding of defaults in respect of obtaining prior Central Government approval of these transactions as per the requirements of section 297 of the Companies Act, 1956. The compounding order from the Company Law Board was subsequently received on 6 October, 2009.

31. Interest in Joint Venture The Company’s interest in jointly controlled entities is: Name Country of Incorporation Percentage of ownership Percentage of ownership interest as at 31.03.2010 interest as at 31.03.2009 Jagran 18 Publication Limited India 50% 50% (Jagran)

The Company’s interest in this Joint Venture is reported as Unquoted Long Term Investment (Schedule 7) and stated at cost less provision for diminution other than temporary, if any, in the value of such investment. The Company’s share of each of the assets, liabilities, income and expenses, etc. (each without elimination of the effect of transactions between the Company and the Joint Venture) related to its interest in this joint venture is: Particulars As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) A. Assets Fixed assets 329,668 403,973 Current Assets, Loans and Advances: - Cash and bank balance 294 43,697 - Account receivable 900,000 900,000 - Loans and advances 10,214 1,336,036 Profit and loss account (Debit balance) 17,286,928 15,824,973 B. Liabilities Current liabilities and provisions 51,817 39,472 Unsecured loans 8,225,288 8,219,207 C. Expenditure Preoperative /Preliminary expenses written off 1,461,955 14,651,923 D. Other Matters Capital commitments Nil Nil

32. Previous year’s figures have been regrouped /reclassified, wherever necessary to conform to the current year’s presentation.

As per our report of even date attached

For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director

ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA Partner Chief Financial Officer Senior VP - Corporate Affairs (Membership No. 93474) & Company Secretary Noida Noida 28 May, 2010 28 May, 2010 78 Television Eighteen India Limited

(Currency : Indian Rupees in Thousands) Additional Information pursuant to Part IV of Schedule VI to the Companies Act, 1956 ,of India Balance Sheet Abstract & Company’s General Business Profile :

I. Registration Details Registration No. 5 5 3 5 1 State code 5 5

Balance sheet Date : 3 1 0 3 2 0 1 0 Date Month Year II. Capital Raised During the year

Public Issue Right Issue N I L 2 9 4 0 1 6 Bonus Issue Private Placement N I L N I L Equity Warrants Others N I L 6 7 5 9

III. Position of Mobilisation and Deployment of Funds Total Liabilities (including Shareholders’ Funds) Total Assets 1 8 0 5 4 3 8 4 1 8 0 5 4 3 8 4 Sources of Funds Paid up Capital Reserves & Surplus 9 0 0 8 4 6 8 9 1 0 5 1 1 Secured Loan Unsecured Loan 2 3 7 3 8 5 4 5 7 2 0 9 5 0 ESOP outstanding 1 4 8 2 2 2 Application of Funds Net Fixed Assets Investment 7 3 1 0 7 3 1 2 1 9 8 9 3 3 Net Current Assets Miscellaneous Expenditure 5 0 4 9 8 1 8 N I L

Deferred Tax Assets 7 4 5 6 0

IV. Performance of Company\ Turnover Total Expenditure 3 3 9 9 9 3 8 3 6 7 4 3 6 3 Prior Period Adjustment Profit/Loss Before Tax (+) 2 3 1 (-) 2 7 4 1 9 3 Profit/Loss After Tax (-) 3 2 4 7 5 5 Dividend Rate % Earning per Share N I L (+) 2 . 4 5

V. Generic Names of Three Principal Product/Services of the Company (as per monetary term) The Company is engaged in broadcasting services for which no item code has been prescribed. For and on behalf of the Board RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director Noida R.D.S. BAWA ANIL SRIVASTAVA 28 May, 2010 Chief Financial Officer Senior VP - Corporate Affairs & Company Secretary 79 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OF TELEVISION EIGHTEEN INDIA LIMITED

1. We have audited the attached Consolidated Balance Sheet statements have been audited by other auditors whose reports of Television Eighteen India Limited (“the Company”), its have been furnished to us and our opinion in so far as it relates subsidiaries and jointly controlled entities (the Company, to the amounts included in respect of these subsidiaries and its subsidiaries and jointly controlled entities constitute “the joint ventures is based solely on the reports of other auditors. Group”) as at 31 March, 2010, the Consolidated Profit and Loss 4. We report that the Consolidated Financial Statements have Account and the Consolidated Cash Flow Statement of the been prepared by the Company in accordance with the Group for the year ended on that date, both annexed thereto. requirements of Accounting Standard 21 (Consolidated The Consolidated Financial Statements include investments in Financial Statements), Accounting Standard 23 (Accounting an associate accounted on the equity method in accordance for Investments in Associates in Consolidated Financial with Accounting Standard 23 (Accounting for Investments Statements) and Accounting Standard 27 (Financial Reporting in Associates in Consolidated Financial Statements) and of Interests in Joint Ventures) as notified under the Companies the jointly controlled entities accounted in accordance with (Accounting Standards) Rules, 2006. Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting 5. Based on our audit and on consideration of the separate Standards) Rules, 2006. These financial statements are the audit reports on the individual financial statements of the responsibility of the Company’s Management and have been Company, and the aforesaid subsidiaries, joint ventures and prepared on the basis of the separate financial statements and associate, and to the best of our information and according to other information regarding components. Our responsibility the explanations given to us, in our opinion, the Consolidated is to express an opinion on these Consolidated Financial Financial Statements give a true and fair view in conformity Statements based on our audit. with the accounting principles generally accepted in India: 2. We conducted our audit in accordance with the auditing i. in the case of the Consolidated Balance Sheet, of the standards generally accepted in India. Those Standards state of affairs of the Group as at 31 March, 2010; require that we plan and perform the audit to obtain reasonable ii. in the case of the Consolidated Profit and Loss Account, assurance about whether the financial statements are free of of the loss of the Group for the year ended on that date; material misstatements. An audit includes examining, on a test and basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the iii. in the case of the Consolidated Cash Flow Statement, of accounting principles used and the significant estimates made the cash flows of the Group for the year ended on that by the Management, as well as evaluating the overall financial date. statement presentation. We believe that our audit provides a reasonable basis for our opinion. For DELOITTE HASKINS & SELLS Chartered Accountants 3. We did not audit the financial statements of certain subsidiaries, (Registration No. 015125N) joint ventures, whose financial statements reflect total assets of Rs. 7,968,130,750, as at 31 March, 2010, total revenues ALKA CHADHA of Rs. 2,220,790,559 and net cash inflows amounting to Noida Partner Rs. 137,002,660 for the year ended on that date as considered 28 May, 2010 (Membership No. 93474) in the Consolidated Financial Statements. These financial

80 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2010 Schedule As at As at Reference 31.03.2010 31.03.2009 (Rs.) (Rs.) SOURCES OF FUNDS 1. Shareholders' Funds a. Share capital 1 900,846,371 600,071,210 b. Employee stock options outstanding 2 162,228,703 223,317,363 c. Reserves and surplus 3 10,070,967,107 5,029,926,269 2. MINORITY INTEREST 310,649,055 28,555,696 3. LOAN FUNDS a. Secured loans 4 3,019,150,139 3,138,202,997 b. Unsecured loans 5 7,848,514,545 6,643,640,831 4. DEFERRED TAX LIABILITY (see note 22) 9,996,100 36,552,673 22,322,352,020 15,700,267,039 APPLICATION OF FUNDS 5. FIXED ASSETS 6 a. Gross block 4,010,590,565 4,037,708,199 b. Less: Depreciation 2,636,361,848 2,236,418,079 c. Net block 1,374,228,717 1,801,290,120 d. Capital work in progress 14,105,711 6,875,435 1,388,334,428 1,808,165,555 6. GOODWILL ON CONSOLIDATION 4,870,780,178 4,096,608,315 7. INVESTMENTS 7 8,103,070,862 5,880,131,447 8. DEFERRED TAX ASSETS (see note 22) 88,641,066 142,089,113 9. CURRENT ASSETS, LOANS AND ADVANCES 8 a. Inventories 69,618,653 86,298,467 b. Sundry debtors 1,831,845,486 1,659,851,598 c. Unbilled revenues 75,887,843 37,400,000 d. Cash and bank balances 2,653,057,403 1,636,477,570 e. Loans and advances 4,099,319,962 1,944,989,035 8,729,729,347 5,365,016,670 10. LESS: CURRENT LIABILITIES AND PROVISIONS 9 a. Current liabilities 2,560,931,972 2,787,945,277 b. Provisions 125,082,893 136,718,810 2,686,014,865 2,924,664,087 11. NET CURRENT ASSETS 6,043,714,482 2,440,352,583 12. MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) 10 45,526,172 121,616,929 13. PROFIT AND LOSS ACCOUNT (Debit balance) 1,782,284,832 1,211,303,097 22,322,352,020 15,700,267,039 Notes forming part of the accounts 17 The above schedules form an integral part of the Balance Sheet As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI Partner Managing Director Whole Time Director (Membership No. 93474) R.D.S. BAWA ANIL SRIVASTAVA Noida Chief Financial Officer Senior VP - Corporate Affairs 28 May, 2010 Noida & Company Secretary 28 May, 2010 81 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2010 Schedule Year ended Year ended Reference 31.03.2010 31.03.2009 (Rs.) (Rs.) 1. INCOME a. Income from operations 11 5,198,089,279 4,848,954,396 b. Other income 12 767,362,590 1,112,463,030 5,965,451,869 5,961,417,426 2. EXPENDITURE a. Materials consumed 13 263,636,819 305,681,911 b. Production, administrative and other costs 14 3,396,529,888 3,904,466,538 c. Personnel expenses 15 1,695,879,146 1,927,716,964 d. Interest and other financial charges 16 1,231,979,091 1,091,057,514 e. Interest for acquisition of long term investment (see note 8) — 98,659,085 f. Depreciation 486,265,339 481,351,371 7,074,290,283 7,808,933,383 3. Profit/ (Loss) before tax and prior period adjustments (1,108,838,414) (1,847,515,957) Prior period adjustments (net) (see note 29) (5,505,176) (16,977,554) Profit/ (Loss) before taxation (1,114,343,590) (1,864,493,511) 4. Provision for taxes a. Current income tax [net of MAT credit entitlement Rs. 8,124,661 21,076,912 32,324,418 (Previous year Rs. 19,938,482 relating to earlier years) and excess provision written back Rs. Nil (Previous year Rs. 34,636,486)] b. Deferred tax 47,012,888 (145,789,657) c. Fringe benefit tax 147,179 27,043,173 d. Wealth tax 147,374 147,914 68,384,353 (86,274,152) 5. Profit/ (Loss) for the year before minority interest (1,182,727,943) (1,778,219,359) and share in loss of associates a. Minority shareholders interest- loss/(profit) 242,589,118 185,393,089 b. Share in loss of associates (231,929,502) (70,814,230) 6. Profit/ (Loss) for the year (1,172,068,327) (1,663,640,500) a. Profit and Loss account balance of I-Ven Interactive 134,543,042 — Limited transferred as per Scheme of Arrangement (see note 35) b. Amount adjusted as per Scheme of Arrangement (see note 35) (104,269,847) — 7. Profit and loss account balance brought forward (1,211,303,097) 206,142,697 (2,353,098,229) (1,457,497,803) 8. APPROPRIATIONS a. Transferred to debenture redemption reserve — 14,552,622 b. Transferred from debenture redemption reserve — (114,015,476) c. Tax on proposed/ interim dividend 7,647,750 — d. Short provision of earlier year's proposed dividend and tax thereon — 130,157 relating to a subsidiary acquired during the year e. Adjustment on account of minority interest (578,461,147) (146,862,009) Balance carried to the Balance Sheet (1,782,284,832) (1,211,303,097) Earnings/ (Loss) per equity share (see note 16) (Face value of Rs. 5 per share) Basic (8.85) (13.89) Diluted (8.85) (13.89) Notes forming part of the accounts 17 The above schedules form an integral part of the Profit and Loss account

As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI Partner Managing Director Whole Time Director (Membership No. 93474) R.D.S. BAWA ANIL SRIVASTAVA Noida Chief Financial Officer Senior VP - Corporate Affairs 28 May, 2010 Noida & Company Secretary 28 May, 2010 82 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2010 Year Ended Year Ended 31.03.2010 31.03.2009 (Rs.) (Rs.) A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax (1,114,343,590) (1,864,493,511) Adjustments for : Depreciation 486,265,339 481,351,371 Loss on sale/disposal of assets 20,616,348 392,225 Loss on disposal of investments 11,072,579 — Preliminary expenses written off 3,269,075 2,842,875 Employee stock compensation expenses 37,910,925 64,000,936 Interest and other financial charges 1,231,979,091 1,091,057,514 Interest for acquisition of long term investment — 98,659,085 Bad debts written off/ provision for doubtful debts 108,939,397 694,430,317 Provision for doubtful advances 36,792,853 — Loss on exchange rate fluctuation (net) 98,035,227 352,615,751 Dividend on current investments (372,718) (87,515,945) Dividend on long term investments (387,154) (687,154) Profit on sale of current investments (35,040,830) (68,489,345) Profit on sale of long term investments — (31,553,284) Excess provisions written back (234,091,600) (41,554,814) Dividend from units in venture capital trust (long term investment) — (95,000,000) Share in surplus of trust (217,400,000) (578,000,000) Interest income (185,071,713) (131,451,827) Prior period adjustments (net) (5,505,176) (16,977,554) Operating profit before working capital changes 242,668,053 (130,373,360) Adjustments for : Decrease/(Increase) in current assets (2,107,048,769) (1,086,333,566) Increase/(Decrease) in current liabilities 878,964,673 1,094,698,797 Cash generated from/ (used in) operations (985,416,043) (122,008,129) Tax on operational income (including fringe benefit tax) (175,026,042) (343,273,469) Prior period adjustments (net) 5,505,176 16,977,554 Net cash from/ (used in) operating activities (1,154,936,909) (448,304,044) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (including capital advances) (121,372,572) (512,677,205) Additions to assets on acquisition of subsidiary — (319,292,284) Sale of assets 9,106,569 69,022,180 Sale of long term investments: - in associates — 170,285,835 - in other companies — 312,183,500 Sale of current investments: - in mutual funds 8,803,646,116 19,452,027,092 Purchase of current investments: - in mutual funds (10,995,384,744) (14,371,775,596) Purchase of long term investments: - in venture capital trust (239,350,000) (1,877,800,000) - in other companies — (2,562,482,621) Application money paid - shares (355,363,788) — - units — (50,000) Interest received 197,160,111 122,788,968 Dividend received on current investments 372,718 87,515,945 Share in surplus of venture capital trust - long term investment — 95,000,000 Dividend received on long term investments 387,154 687,154 Share in surplus of trust 217,400,000 578,000,000 Increase in goodwill (774,171,863) (2,740,752,578) Foreign exchange translation adjustment (arising on consolidation) (59,837,397) 183,935,243 Net cash from/ (used in) investing activities (3,317,407,696) (1,313,384,367) C. CASH FLOW FROM FINANCING ACTIVITIES Dividend paid (including dividend distrubution tax) — (104,914,948) Interest paid (1,265,113,731) (1,088,154,878) Interest for acquisition of long term investment — (155,878,678) Proceeds from issue of equity shares (net) 5,832,330,931 629,490,291 Redemption of Zero coupon secured partly convertible debentures — (80,043,901) Share issue expenses (143,630,306) (91,393,168) Equity warrants issued and subscribed/ application money — — Equity warrants refundable application money received/ (paid) — (1,767,300,000) Proceeds / (Repayment) of secured loans (119,052,858) 1,688,581,480 Proceeds of unsecured loans 1,204,873,714 2,699,849,217 Net cash from/ (used in) financing activities 5,509,407,750 1,730,235,415 Effect of exchange differences on translation of foreign currency cash and cash equivalents (20,483,312) (60,881,849) Net increase/ (decrease) in cash and cash equivalents 1,016,579,833 (92,334,845) Cash and cash equivalents as at the beginning of the year 1,636,477,570 1,728,812,415 Cash and cash equivalents as at the end of the year 2,653,057,403 1,636,477,570 Note: Cash and cash equivalents as at 31 March, 2010 include restricted cash 165,673,026 166,888,895 As per our report of even date attached For DELOITTE HASKINS & SELLS For and on behalf of the Board Chartered Accountants ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI Partner Managing Director Whole Time Director (Membership No. 93474) R.D.S. BAWA ANIL SRIVASTAVA Noida Chief Financial Officer Senior VP - Corporate Affairs 28 May, 2010 Noida & Company Secretary 28 May, 2010 83 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 1 SHARE CAPITAL (See note 4 and 5) AUTHORISED: 410,000,000 (Previous year 200,000,000) equity shares of Rs. 5 each 2,050,000,000 1,000,000,000 Nil (Previous year 500,000) preference shares of Rs. 100 each — 50,000,000 2,050,000,000 1,050,000,000 ISSUED, SUBSCRIBED AND PAID UP: 181,373,230 (Previous year 120,014,242) equity shares of Rs. 5 each fully paid up* 906,866,150 600,071,210 Less: Calls in arrears 6,019,779 — Total paid up share capital 900,846,371 600,071,210 Of the above: a. 23,113,829 (Previous year 23,113,829) equity shares of Rs. 5 each have been alloted as fully paid up without payments being received in cash b. 62,022,906 (Previous year 62,022,906) equity shares of Rs. 5 each have been alloted as fully paid up as bonus shares by capitalising securities premium * 84,028,954 (Previous year 53,959,106) equity shares of Rs. 5 each are held by Network18 Media & Investments Limited, the holding company and 5,100,000 (Previous year 5,100,000) equity shares held by network18 India Holdings Private Limited, a wholly owned subsidiary of the Holding company

SCHEDULE 2 EMPLOYEE STOCK OPTIONS OUTSTANDING a. Employee stock options outstanding 199,610,982 307,149,556 b. Less: Deferred employee compensation 37,382,279 83,832,193 c. Net balance 162,228,703 223,317,363 SCHEDULE 3 RESERVES AND SURPLUS 1. Securities premium a. Opening balance 4,638,728,653 3,945,252,587 b. Add: Amounts received pursuant to issue of equity shares 5,630,555,356 697,718,205 c. Add: Securities premium of I-Ven Interactive Limited accounted as per 783,540,429 — Scheme of Arrangement (see note 35) d. Less: Securities premium utilised as per Scheme of Arrangement (see note 35) 819,413,066 — e. Less: Adjustment on account of merger of a subsidiary 85,275,479 — f. Less: Provision for premium on redemption of Zero — 4,242,139 coupon secured partly convertible debentures g. Less: Minority Interest 352,570,824 — h. Less: Utilisation for right issue expenses 184,283,644 — i. Closing balance 9,611,281,425 4,638,728,653 2. General reserve a. Opening balance 58,825,177 58,825,177 b. Add: Adjustment on account of merger of a subsidiary 1,931,209 — c. Less : Set off against the I-Ven Interactive Limited Merger Add: General Reserve of I-Ven Interactive Limited accounted as per 22,655,458 — Scheme of Arrangement (see note 35) d. Less : Set off against the I-Ven Interactive Limited Merger Less: Utilised as per Scheme of Arrangement (see note 35) 24,586,667 — e. Closing balance 58,825,177 58,825,177 3. Debenture redemption reserve a. Opening balance — 99,462,854 b. Add: Transfer from Profit and loss account — 14,552,622 c. Less: Transfer to Profit and loss account (see note 13) — 114,015,476 d. Closing balance — — 4. Capital reserve a. Opening balance 195,020,000 195,020,000 b. Less: Minority interest 73,788,546 — c. Add: Amount transferred on forfeiture of equity warrants 208,988,041 — d. Closing balance 330,219,495 195,020,000 5. Exchange translation reserve (arising on consolidation) a. Opening balance 137,352,439 (46,582,804) b. Adjustment for the year (59,837,398) 183,935,243 c. Less: Minority interest 6,874,031 — d. Closing balance 70,641,010 137,352,439 10,070,967,107 5,029,926,269 84 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 4 SECURED LOANS a. Loans from banks (see note 14) i. Cash credit 99,539,883 906,205,430 ii. Term loans 1,530,781,565 1,150,714,286 iii. Working capital demand loan 596,221,100 82,891,944 iv. Other loans 11,328,369 10,388,750 v. Interest accrued and due 4,659,193 2,902,636 b. Term loans from others (see note 14) 776,620,029 985,099,951 3,019,150,139 3,138,202,997 SCHEDULE 5 UNSECURED LOANS a. Public deposits 1,770,733,557 950,330,693 b. Other loans i. from banks 2,250,243,818 3,000,000,000 ii. from others 626,044,619 436,660,423 c. Commercial paper i. from banks — 800,000,000 ii. from others 1,700,000,000 1,450,000,000 d. Book overdraft 1,501,492,551 6,649,715 7,848,514,545 6,643,640,831

SCHEDULE 6 FIXED ASSETS (All amounts in Rupees) G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K Particulars As at Assets of Additions Sales / As at Accumulated Accumulated For the Impairment Sale/ As at As at As at 01.04.2009 companies during adjustments 31.03.2010 as at depreciation year adjustments 31.03.2010 31.03.2010 31.03.2009 acquired the year 01.04.2009 on assets during the of companies year acquired during the year (See note c) (See note d) Tangible Freehold land 636,200 - - 380,000 256,200 ------256,200 636,200 Leasehold land 1,873,125 - - - 1,873,125 749,253 - 31,219 - - 780,472 1,092,653 1,123,872 Leasehold improvements 209,532,906 - 11,610 866,964 208,677,552 96,269,867 - 46,716,427 - 123,062 142,863,232 65,814,320 113,263,039 Building 75,003,436 - 1,315,518 3,772,213 72,546,741 35,812,818 - 4,005,918 332,642 3,772,213 36,379,165 36,167,576 39,190,618 Ownership flats (See note a) 23,741,895 - - - 23,741,895 5,172,289 - 387,052 - - 5,559,341 18,182,554 18,569,606 Plant & machinery 2,796,460,763 - 62,189,402 51,099,371 2,807,550,794 1,619,591,106 - 301,335,366 4,158,656 38,329,920 1,886,755,208 920,795,586 1,176,869,657 Furniture & fixtures 218,375,179 - 16,027,433 40,178,717 194,223,895 107,709,455 - 16,390,566 3,067,859 21,007,887 106,159,993 88,063,902 110,665,724 Vehicles 61,875,876 - 14,484,438 15,715,170 60,645,144 25,770,719 - 6,257,728 - 9,005,701 23,022,746 37,622,398 36,105,157 Intangible Brand 209,169,310 - 13,269,600 14,525,083 207,913,827 42,287,310 - 40,990,749 - 4,521,237 78,756,822 129,157,005 166,882,000 Goodwill 196,714,831 - 14,426,454 182,288,377 118,507,335 - 39,894,624 - 14,423,501 143,978,458 38,309,919 78,207,496 News archives 20,498,422 - - - 20,498,422 11,275,554 - 973,675 - - 12,249,229 8,249,193 9,222,868 Computer software 223,826,256 - 6,652,087 103,750 230,374,593 173,272,373 - 26,584,809 - - 199,857,182 30,517,411 50,553,883 Total 4,037,708,199 - 113,950,088 141,067,722 4,010,590,565 2,236,418,079 - 483,568,133 7,559,157 91,183,521 2,636,361,848 1,374,228,717 1,801,290,120 Capital work in progress 6,875,435 9,699,082 2,468,806 14,105,711 ------14,105,711 6,875,435 Grand total 4,044,583,634 - 123,649,170 143,536,528 4,024,696,276 2,236,418,079 - 483,568,133 7,559,157 91,183,521 2,636,361,848 1,388,334,428 1,808,165,555 Previous year 2,355,525,480 1,256,013,088 637,011,638 203,966,572 4,044,583,634 832,703,281 936,080,804 466,611,582 20,010,941 (18,988,529) 2,236,418,079 1,808,165,555 1,522,822,199

Note: a) Includes Rs. 3,500 (Previous year Rs. 3,500) being the face value of shares in co-operative housing societies. b) Additions to fixed assets include foreign exchange translation difference of Rs. 46,425,000 (Previous year Rs. 78,916,180). c) Depreciation for the year includes adjustments of Rs. 4,861,951 (Previous year Rs. 5,271,152) pertaining to transfer to pre-operative expenses. d) Adjustments related to accumulated depreciation include foreign exchange translation difference of Rs. 26,263,716 (Previous year Rs. 28,566,263).

85 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.)

SCHEDULE 7 INVESTMENTS [Other than trade, (see note 8 and 9)]

A. Quoted - Long term in equity shares - at cost a. of other companies 592,885 (Previous year 592,885) equity shares Rs. 4 each fully 149,999,905 149,999,905 paid up in KSL and Industries Limited 275,000 (Previous year 275,000) equity shares of Rs. 10 each fully 55,000,000 55,000,000 paid up in Refex Refrigerants Limited 500,000 (Previous year 500,000) equity shares of Rs. 2 each fully paid 110,000,000 110,000,000 up in Provogue (India) Limited 38,454,495 (Previous year 35,954,495) equity shares of Rs. 2 each fully 798,775,089 paid up in ibn18 Broadcast Limited Add: Goodwill (Previous year Rs. 1,264,274,211) 1,264,274,211 Less: Share in loss of associate (see note 9A) (Previous year Rs. 57,156,434) 231,929,502 1,831,119,798 1,750,892,866 Aggregate of quoted - long term investments in equity shares 2,146,119,703 2,065,892,771 B. Quoted - Current investments in units of mutual funds - at lower of cost or fair value 7,166,121 (Previous year Nil) units of Rs. 10 each in Birla Sun Life Mutual Fund 104,694,395 — 3,386,717 (Previous year Nil) units of Rs. 10 each in Deutsche Mutual Fund 48,959,397 — Nil (Previous year 528,104) units of Rs. 10 each in DSP Merrill Lynch Mutual Fund — 5,297,519 165,479 (Previous year 67,228) units of Rs. 1,000 each in 217,288,392 75,122,515 DSP Merrill Lynch Mutual Fund 3,180,461 (Previous year Nil) units of Rs. 10 each in DWS Mutual Fund 45,697,750 — 16,127,556 (Previous year Nil) units of Rs. 10 each in Fidelity Mutual Fund 190,074,531 — 10,561,084 (Previous year Nil) units of Rs. 10 each in HDFC Mutual Fund 170,252,787 — Nil (Previous year 98,536) units of Rs. 10 each in Prudential ICICI Mutual Fund — 1,591,105 9,625,239 (Previous year Nil) units of Rs. 10 each in 107,051,006 — IDFC Mutual Fund 13,819,175 (Previous year Nil) units of Rs. 10 each in JM Financial Mutual Fund 176,071,861 — 17,106,802 (Previous year Nil) units of Rs. 10 each in Kotak Mutual Fund 289,584,091 — 3,005,581 (Previous year Nil) units of Rs. 10 each in LIC Mutual Fund 30,055,814 — 13,121,952 (Previous year 6,324,488) units of Rs. 1,000 each in Religare Mutual Fund 164,051,044 75,600,000 10,305,121 (Previous year Nil) units of Rs. 10 each in Reliance Mutual Fund 150,217,155 — 10,388,243 (Previous year 2,870,896) units of Rs. 10 each in SBI Mutual Fund 150,000,000 55,962,692 Nil (Previous year 5,107,369) units of Rs. 10 each in Sundaram BNP Paribas Mutual Fund — 94,000,000 55,935 (Previous year 3,364) units of Rs. 1,000 each in Tata Mutual Fund 94,829,498 5,335,790 Nil (Previous year 1,445,231) units of Rs. 10 each in Taurus Mutual Fund — 14,500,000 187,270 (Previous year Nil) units of Rs. 1,000 each in Taurus Mutual Fund 199,500,020 — 11,811 (Previous year Nil) units of Rs. 1000 each in Templeton Mutual Fund 15,861,338 — 265,048 (Previous year Nil) units of Rs. 1,000 each in UTI Mutual Fund 400,000,000 — Aggregate of quoted - current investment in units of mutual funds 2,554,189,079 327,409,621 C. Unquoted - Long term in equity shares - at cost a. of subsidiary companies (see note 9) 5,000 equity shares (Previous year 5,000) of USD 1 [approximately Rs. 45 225,700 254,750 (previous year Rs. 51)] each fully paid up in BK Holdings Limited, Mauritius 1 equity share (Previous year 1) of USD 1 [approximately Rs. 45 45 51 (previous year Rs. 51)] fully paid up in Capital 18 Limited, Mauritius 225,745 254,801 b. of other companies 898,500 (Previous year 898,500) equity shares of Rs. 10 each fully 62,895,000 62,895,000 paid up in Delhi Stock Exchange Association Limited 1 equity share (Previous year 1) of USD 1 [approx Rs. 45 45 51 (Previous year Rs. 51)] fully paid up in Network18 Holdings Limited 3,192 (Previous year 3,192) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000 up in Skorydove Systems Private Limited 83,763 (Previous year 83,763) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000 up in Ensemble Infrastructure India Limited 2,700,000 (Previous year 2,700,000) ordinary shares of USD 0.0001 100,526,780 113,465,650 [approx Rs. 0.0045 (previous year Rs. 0.0051)] each of Yatra Online Inc. Aggregate of unquoted - long term investments in equity shares 283,421,825 296,360,701 D. Unquoted - Long term in preference shares - at cost a. of other companies 437,459 (Previous year 437,459) Series C Preference Shares of 63,585,062 65,863,043 USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each 86 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) fully paid up in Yatra Online Inc. 975,700 (Previous year 975,700) Series B Preference shares of 56,425,000 63,687,500 USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each fully paid up in Yatra Online Inc. 1,500,015 (Previous year 1,500,015) Series A Preference Shares of 29,628,948 33,442,510 USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each fully paid up in Yatra Online Inc. Aggregate of unquoted - long term investment in preference shares 149,639,010 162,993,053 E. Unquoted - Long term in units of venture capital trust - at cost 27,212 (Previous year 24,818) units of Rs. 100,000 each in 2,721,200,000 2,481,800,000 Media Venture Capital Trust - II (MVCT) 2,721,200,000 2,481,800,000 F. Unquoted- Long term in convertible warrants - at cost Nil (Previous year 2,500,000) convertible warrants of Rs. 102 — 255,000,000 each fully paid up in ibn18 Broadcast Limited (see note 9A) G. Unquoted- Long term in other Investments 6 years National Savings Certificates 5,500 5,500 55 (Previous year 57) Loan Bonds of USD 100,000 [(approximately 248,270,000 290,415,000 Rs. 4,500,000 (Previous year Rs. 5,100,000)] each 248,275,500 545,420,500 8,103,070,862 5,880,131,447 Aggregate of unquoted investments 3,402,762,080 3,486,829,055 Aggregate of quoted investments (net of provision for diminution in value of investments) 4,700,308,782 2,393,302,392 Market value of quoted investments 6,167,676,369 3,059,704,708

SCHEDULE 8 CURRENT ASSETS, LOANS & ADVANCES a. Inventories Raw materials 48,440,234 66,429,528 Stores and spare parts 12,501,027 12,818,954 Work in progress 3,778,624 709,047 Finished goods 6,298,768 6,340,938 Less: Provision for obsolete stock 1,400,000 — 69,618,653 86,298,467 b. Sundry debtors Debts outstanding for more than 6 months Secured - considered good 1,708,659 2,558,201 Unsecured - considered good 398,617,388 244,670,675 - considered doubtful 278,869,169 291,375,847 Other debts - considered good Secured 368,130,603 6,285,743 Unsecured 1,063,388,836 1,406,336,979 2,110,714,655 1,951,227,445 Less: Provision for doubtful debtors 278,869,169 291,375,847 1,831,845,486 1,659,851,598 c. Unbilled revenues 75,887,843 37,400,000 d. Cash and bank balances Cash on hand 6,197,740 2,413,427 Cheques in hand 12,561,708 1,354,067 Balance with scheduled banks: - in current accounts* 2,288,936,755 470,762,381 - in deposit accounts** 345,225,432 1,161,940,525 Balances with other banks: - in current accounts*** 135,768 7,170 2,653,057,403 1,636,477,570 * Includes balance in unclaimed dividend account, unclaimed 23,106,227 16,685,844 interest account and due to debenture holders. ** Includes amount held as per Rule 3A of Companies (Acceptance of deposits) Rules, 1975 142,566,799 150,203,051 *** Bank balance with other Bank includes balance with Municipal Co-op. Bank, Navi Mumbai [Maximum amount outstanding during the year Rs. 428,003 (Previous year Rs. 921,509)]

87 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS As at As at 31.03.2010 31.03.2009 (Rs.) (Rs.) e. Loans and advances (Unsecured) i. Application money paid - for shares 357,626,788 2,263,000 - for units — 50,000 ii. Advance to vendors* 25,057,563 31,563,786 iii. Advances recoverable in cash or in kind or for value to be received - considered good 2,974,465,235 1,349,308,238 - considered doubtful 36,792,853 — iv. Security and other deposits 224,045,271 193,155,692 v. Interest accrued on deposits 3,473,010 15,561,408 vi. Income tax paid [net of provision Rs. 635,403,353 (Previous year Rs. 656,480,265)] 506,527,434 353,086,911 vii. MAT credit entitlement 8,124,661 — 4,136,112,815 1,944,989,035 Less: Provision for doubtful advances 36,792,853 — 4,099,319,962 1,944,989,035

* Includes capital advances 6,669,241 6,477,033

SCHEDULE 9 CURRENT LIABILITIES & PROVISIONS

a. Current liabilities i. Sundry creditors - micro and small enterprises 2,301,901 611,488 - others 1,468,035,457 1,942,899,825 ii. Advance from customers 806,176,674 565,302,534 iii. Sundry deposits 9,125,366 8,866,706 iv. Equity warrants refundable application money — 23,700,000 v. Investor Education and Protection Fund - unclaimed dividend 3,353,467 3,569,472 - unclaimed debenture redemption money 602,961 793,978 - unclaimed interest and matured public deposits 88,883,915 41,731,199 vi. Other liabilities 175,610,830 160,494,034 vii. Interest accured but not due 6,841,401 39,976,041 2,560,931,972 2,787,945,277 b. Provisions i. Fringe benefit tax [net of advance tax Rs. 73,263,341 2,962,157 3,176,110 (Previous year Rs. 76,299,322)] ii. Wealth tax [net of advance tax of Rs. 1,519,698 (Previous year Rs. 1,372,223)] 133,985 134,086 iii. Proposed/Interim dividend [Including corporate dividend tax 7,647,750 379,907 payable Rs. 7,647,750 (Previous year Rs. Nil)] iv. Provision for rebates, returns etc 10,886,086 5,697,817 v. Employees benefits (see note 23) 103,452,915 127,330,890 125,082,893 136,718,810 2,686,014,865 2,924,664,087

SCHEDULE 10 MISCELLANEOUS EXPENDITURE (To the extent not witten off or adjusted)

i. Preliminary expenses 10,304,784 15,923 ii. Pre-operative expenses 35,221,388 30,207,838 iii. Share issue expenses 91,393,168 45,526,172 121,616,929

88 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 11 INCOME FROM OPERATIONS

a. Income from media operations 5,012,051,109 4,697,607,809 b. Equipment rentals and other receipts 186,038,170 151,346,587 5,198,089,279 4,848,954,396

SCHEDULE 12 OTHER INCOME a. Interest on - fixed deposits [including tax deducted at source Rs. 4,437,753 39,983,357 60,171,987 (Previous year Rs. 13,606,217)] - others [including tax deducted at source Rs. 2,222,243 145,088,356 71,279,840 (Previous year Rs. 6,427,298)] b. Dividend on current investments 372,718 87,515,945 c. Dividend from units in venture capital trust (long term investment) — 95,000,000 d. Dividend on long term investments 387,154 687,154 e. Profit on sale of current investments 35,040,830 68,489,345 f. Profit on sale of long term investments — 31,553,284 g. Share in surplus of trust (see note 39) 217,400,000 578,000,000 h. Scrap sales 13,860,455 7,537,058 i. Excess provision written back 234,091,600 41,554,814 j. Net income from option premium 47,360,000 46,480,000 k. Miscellaneous income 33,778,120 24,193,603 767,362,590 1,112,463,030

SCHEDULE 13 MATERIALS CONSUMED a. Opening balance - Raw materials 66,429,528 81,900,385 - Work-in-progress 709,047 31,494,842 - Finished goods 6,340,938 5,978,004 b. Add: Purchases of paper ink, binding materials and other products 247,274,932 259,788,193 c. Less: Closing balance - Raw materials 48,440,234 66,429,528 - Work-in-progress 3,778,624 709,047 - Finished goods 4,898,768 6,340,938 263,636,819 305,681,911

89 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) SCHEDULE 14 PRODUCTION, ADMINISTRATIVE AND OTHER COSTS a. Studio and equipment hire charges 41,372,012 24,827,958 b. Telecast and uplinking fees 27,620,543 27,871,762 c. Tapes consumed 4,393,254 4,485,711 d. Airtime purchased 11,623,282 36,387,252 e. Content and franchise expenses 325,149,833 296,950,973 f. Media professional fees 124,316,328 128,538,412 g. Consumables and spares 18,713,006 15,796,844 h. Other production expenses 91,411,892 80,111,139 i. Rent 280,406,936 299,965,272 j. Electricity expenses 85,657,165 94,926,933 k. Insurance 9,402,722 13,967,555 l. Travelling and conveyance 167,271,629 190,013,511 m. Vehicle running and maintenance 36,694,034 33,245,240 n. Communication expenses 82,187,701 155,561,916 o. Distribution, advertising and business promotion 1,062,821,297 869,868,958 p. Membership and subscription 2,234,928 1,553,217 q. Repairs and maintenance - plant & machinery 41,668,252 50,592,754 - others 76,305,032 44,058,337 r. Legal and professional expenses 226,210,146 175,239,529 s. Directors sitting fees 762,000 497,500 t. Loss on sale / disposal of assets 20,616,348 392,225 u. Preliminary expenses written off 3,269,075 787,875 v. Loss on exchange rate fluctuation (net) 57,390,631 263,167,639 w. Bad debts written off / provision for doubtful debts 108,939,397 694,430,317 x. Provision for doubtful advances 36,792,853 — y. Loss on disposal of investments 11,072,579 — z. Long term investments written off — 2,055,000 a. Site support costs 224,255,946 289,268,838 b. Rebate and returns — 17,875,074 c. Miscellaneous expenses 217,971,067 92,028,797 3,396,529,888 3,904,466,538

SCHEDULE 15 PERSONNEL EXPENSES

a. Salaries and bonus 1,448,042,622 1,628,322,615 b. Contribution to provident and other funds 85,211,498 69,536,121 c. Staff welfare expenses 107,381,796 100,953,768 d. Employees benefits 17,332,305 64,903,524 e. Employee stock compensation expenses 37,910,925 64,000,936 1,695,879,146 1,927,716,964

SCHEDULE 16 INTEREST AND OTHER FINANCIAL CHARGES

a. Interest on: - term loans 685,523,465 604,731,765 - cash credit 113,976,354 132,960,927 - public deposits 163,462,369 54,299,284 - working capital demand loan 16,735,100 — - commercial paper 142,376,041 125,556,843 - others 24,485,385 17,424,321 b. Other financial charges 85,420,377 156,084,374 1,231,979,091 1,091,057,514

90 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS SCHEDULE 17 NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

1. These financial statements comprise a consolidation of the accounts of Television Eighteen India Limited (TV 18), the Parent/Company, its subsidiaries, joint ventures and associates collectively referred to as the ‘TV18 Group’/’Group’: Company Country of Percentage incorporation shareholding as at 31.03.2010 A. Held Directly a. Subsidiaries Television Eighteen Mauritius Limited, Mauritius (TEML) Mauritius 100.00 iNews.com Limited (iNews) India 99.15 Newswire18 Limited (Newswire) (formerly NewsWire18 Private Limited- name changed India 77.50 w.e.f 27 February, 2009, formerly News Wire 18 India Private Limited) RVT Investments Private Limited (RVT) India 100.00 Television Eighteen Media and Investment Limited, Mauritius (TEMIL) w.e.f. 26 November, Mauritius 100.00 2007 (formerly BK Events Limited) Infomedia 18 Limited (Infomedia) (see note 8 below) India 48.11 b. Joint venture (JV) Jagran 18 Publications Limited (Jagran) w.e.f 10 March, 2008 India 50.00 B. Held Indirectly a. Subsidiaries Web 18 Holdings Limited, Cayman Islands (Web 18 Holding) - Subsidiary of TEML* Cayman Islands 57.30 Namono Investments Limited (Namono) w.e.f. 19 November, 2007 – Subsidiary of TEML Mauritius 100.00 TV18 UK Limited (TV 18 UK) - Subsidiary of TEML UK 100.00 E-18 Limited, Cyprus (E-18, Cyprus) (formerly Tadcaster Holdings Limited) - Subsidiary Cyprus 100.00 of Web 18 Holding e-Eighteen.com Limited (E-18)– Subsidiary of E-18 , Cyprus India 91.95 Television Eighteen Commoditiescontrol.com Limited (TECCL) – Subsidiary of E-18 , Cyprus India 79.97 Web18 Software Services Limited (Web 18) - Subsidiary of E-18 , Cyprus India 100.00 Big Tree Entertainment Private Limited w.e.f. 3 April, 2007– Subsidiary of E-18 , Cyprus India 60.00 Care Websites Private Limited (Care) w.e.f. 14 February, 2008 – Subsidiary of E-18 , Cyprus India 90.00 Moneycontrol Dot Com India Limited (MCD)– Subsidiary of E-18 India 100.00 Cepha Imaging Private Limited (Cepha) w.e.f 21 August, 2008 - Subsidiary of Infomedia India 100.00 Glyph International UK Limited (Formerly Keyword Group Limited)(GIUL) w.e.f 21 August, UK 100.00 2008 - Subsidiary of Infomedia Keyword Publishing Services Limited (KPSL) w.e.f 21 August, 2008 - Subsidiary of UK 100.00 Infomedia Keyword Typesetting Services Limited (KTSL) w.e.f 21 August, 2008- Subsidiary of GIUL UK 100.00 Glyph International Limited (Formerly American Devices India Private Limited) w.e.f 21 India 100.00 August, 2008 - Subsidiary of GIUL Glyph International US LLC (Formerly Software Services LC) w.e.f 21 August, 2008 - USA 100.00 Subsidiary of Infomedia b. Associate ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) name changed India 21.17 w.e.f. 2 April, 2008-Associate of RVT w.e.f 22 January, 2009 c. Joint venture (JV) Jobstreet.com India Private Limited (Jobstreet)– JV of E-18, Cyprus till 30 March 2010. India 50.00 Reed Infomedia India Private Limited (Reed) w.e.f 21 August, 2008 - JV of Infomedia India 49.00 * The Company holds additional 26.97% of the capital in Web 18 Holding through its wholly owned subsidiary TEMIL. Shares of Web 18 comprise Class A and Class B equity shares. Holders of Class A ordinary shares are entitled to ten votes for every Class A ordinary shares held and the holders of Class B ordinary shares are entitled to one vote for every Class B ordinary shares held. TV18 holds Class A equity shares through its subsidiaries. Its voting power in Web 18 Holding is 88.20% which is different from the percentage of shareholding. (Also refer to note 2 below)

91 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Investments held for Disposal The following investments held by Television Eighteen Mauritius Limited for disposal have been disclosed separately and the financials of these Companies have not been consolidated: Company Country Percentage shareholding of incorporation as at 31.03.2010 B K Holdings Limited (BKH) w.e.f 17 May, 2007-Subsidiary of TEML Mauritius 100.00 Capital 18 Limited (Capital 18) w.e.f 6 June, 2007-Subsidiary of TEML Mauritius 100.00

2. Background Television Eighteen India Limited (the Company/Parent) was incorporated in 1993 and is primarily engaged in content production and broadcasting. Television Eighteen Mauritius Limited (TEML) was incorporated in 1996 in the Republic of Mauritius under the Mauritius Offshore Business Activities Act, 1992 with production of television programmes as its principal business activity. The said Act has since been repealed and replaced by the Companies Act, 2001 under which TEML is a company holding Category 1 Global Business License and is regulated by the Financial Services Commission of Mauritius. e–Eighteen.com Limited (E-18) was incorporated on 28 March, 2000 as a subsidiary of the Company with the primary objective of setting up of business and finance internet portal. E-18 acquired the business of an established personal finance portal Moneycontrol Dot Com India Limited (MCD) on 21 May, 2000. Shares of E-18 were sold to E-18 Limited, Cyprus (E-18, Cyprus) on 15 June 2006 and subsequent to the sale E-18 became a subsidiary of E-18 Limited, Cyprus. iNews.com Limited was incorporated on 28 August, 2000 as a subsidiary of the Parent and is yet to commence operations. RVT Investments Private Limited was incorporated on 9 July, 2006 as the subsidiary of the Parent with the primary objective of dealing or trading in shares, securities and debentures. Newswire18 Limited (Newswire) (formerly News Wire 18 India Private Limited) was incorporated on 18 September, 2006 as Livewire Motion Pictures Private Limited. Newswire became a subsidiary of the Company consequent to the transfer of the entire share capital of the promoters of Livewire Motion Pictures Private Limited i.e. Raghav Bahl, Sanjay Ray Chaudhuri and Vandana Malik, to the Company on 15 November, 2006. The name change was effective from 1 December, 2006 pursuant to a resolution passed by the members for the same. During the year ended 31 March, 2007 Newswire acquired the staff and business of Crisil Market Wire Limited, India’s first real-time financial news agency and market data platform Company. Mobilenxt Teleservices Private Limited (Mobilenxt Tele) was incorporated in February 2006 with the primary objective of retailing of mobile handsets, accessories and related products and services. Mobilenxt Tele became an associate of the Company in March 2008 and it was subsequently sold on 29 September, 2008. MobileNXT Online Private Limited (MobileNXT Online) was incorporated on 27 August, 2007 with the objective of engaging in the business of online marketing and selling of electronic products, mobile phones etc. MobileNXT Online was an associate w.e.f from 7 September, 2007 upto 13 January, 2008 and became a subsidiary of the Company w.e.f 14 January, 2008. MobileNXT Online had not commenced operations and the holding in this company was disposed off on 29 September, 2008. Television Eighteen Media and Investment Limited (TEMIL) was incorporated in Mauritius under the Companies Act 2001, on 28 November, 2007 and is a wholly owned subsidiary of the Company. The Company has been incorporated with the primary objective of engaging in media business and investing in media undertakings. The Company acquired a majority stake in I-Ven Interactive Limited during the year ended 31 March, 2009. Further, the Company acquired control of the Board of Directors of Infomedia 18 Limited (formerly Infomedia India Limited), a listed company which is a subsidiary of I-Ven, on 21 August, 2008. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18 February, 2009. The scheme became effective from 25 August, 2009 (see note 8 and 35). Infomedia, its subsidiaries and its joint venture company are engaged in print media operations including publishing of business directories and special interest magazines in India, printing, E-publishing services and agency services. Jagran 18 Publications Limited was incorporated on 10 March, 2008 as a 50:50 Joint Venture between Television Eighteen India Limited and Jagran Prakashan Limited. The Company had not yet commenced its business operations as at the year end. 3. Significant accounting policies The financial statements are prepared under the historical cost convention on the accrual basis of accounting and in accordance with the Generally Accepted Accounting Principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 to the extent applicable. The significant accounting policies adopted in presentation of the financial statements are: a. Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements and the reporting amounts of income and expenses during the year. Examples of such estimates include provision for doubtful debts, future obligations under employee retirement benefit plans, income taxes, and useful life of fixed and intangible assets. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods. b. Basis of consolidation These consolidated financial statements are prepared in accordance with the principles and procedures prescribed by Accounting Standard (AS 21) Consolidated Financial Statements, Accounting Standard (AS 23) Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard (AS 27) Financial Reporting of Interests in Joint Ventures prescribed by the Companies (Accounting Standards) Rules 2006 for the purpose of preparation and presentation of consolidated financial statements.

92 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

The financial statements of the subsidiary companies, joint ventures and associates used in the consolidation are drawn up to the same reporting date as that of the Parent. The consolidated financial statements have been prepared on the following basis: i. The financial statements of the Company and its subsidiary companies have been consolidated on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits or losses have been fully eliminated. ii. Interest in jointly controlled entities is reported using proportionate consolidation. iii. The consolidated financial statements include the share of profit/loss of associate companies, which are accounted under the ‘Equity method’ as per which the share of profit/loss of the associate company has been added/adjusted to the cost of investment. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a joint venture. iv. The excess of cost to the Company of its investments in subsidiary companies over its share of the equity of the subsidiary companies at the dates, on which the investments in the subsidiary companies are made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment, is in excess of cost of investment of the Company, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial statements. v. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments. c. Revenue Recognition i. Revenue from media operations includes advertising income, sponsorship income, income from portal operations, publishing of business directories, special interest magazines, printing services, E-publishing services and agency services and other related income and is recognised as follows: • Revenue from sale of advertising time is recognised on the accrual basis when advertisements are telecast in accordance with contractual obligations. • Advertising revenue from business directories is recognised in the period in which the directories are given for pagination (printing) and are accounted net of commissions and discounts. • Advertising revenue from special interest magazines is recognised in the period in which the magazines are published and are accounted net of commissions and discounts. • Advertisement revenue earned from displaying banner advertisements on the portal is recognised proportionately on the number of impressions achieved. • Revenues from sponsorship contracts is recognised proportionately over the term of the sponsorship. • Subscription revenue is recognised on the accrual basis in accordance with the terms of the contract with the distribution and collection agency for the services rendered. • Subscription revenue from the Group’s print publications is recognised as earned, pro rata on a per issue basis over the subscription period. • Circulation revenue includes sales to retail outlets/newsstands, which are subject to returns. The Group records these retail sales upon delivery, net of estimated returns. These estimated returns are based on historical return rates and are revised as necessary based on actual returns. • Revenue from media related professional and consultancy services is recognised in accordance with contracts on rendering of services. • Revenue from sponsor buttons placed on specific areas of the Group’s websites which provide users with direct link to sponsor’s websites is recognised ratably over the period during which the advertisement is displayed. • Revenue from content licensing is recognised proportionately over the period of the contract for sale of content. • Income from online trading, comprising exclusivity fees received from customers for displaying their logos on the portal is recognised proportionately based on the volume of online trading generated or at the end of the contract period, whichever is earlier. • Revenue from printing jobs is recognised on completion basis and is accounted net of taxes. • Revenue from traded products is recognised when the significant risks and rewards of ownership of the products has passed to the buyer and is stated net of taxes and discounts. • Revenue from event sale is recognised on the completion of the event and on the basis of the related service performed. • Revenue from E-publishing for projects undertaken is recognised at the time when invoice is raised as per the terms settled with the customers. • Program revenue is accounted for on dispatch of programs to customers in accordance with contract on rendering services. • Agency commission revenue is recognised as per the terms of agreement with the principals, on rendering of relevant services. ii. Interest income is recognised on time proportionate basis taking into account the amount outstanding and the rate applicable. iii. Equipment rental is accounted for on the accrual basis for the period of use of equipment by the customer. Other receipts are recognised on rendering of services or accrual basis in accordance with contracts with customers. iv. Dividends on investments are accounted for when the right to receive dividend is established. d. Fixed Assets Fixed assets are stated at their original cost of acquisition/installation less depreciation. All direct expenses attributable to acquisition/ installation of assets are capitalised. 93 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

e. Depreciation Depreciation on all assets is charged on straight line basis over the estimated useful lives using rates (including double / triple shift depreciation rates wherever applicable) prescribed by Schedule XIV of the Companies Act, 1956, except in respect of: i. Cost of improvements to leasehold premises which is amortised over the remaining period of lease (including renewal options) of the premises. ii. Computer software which is depreciated over a period of 5 years in case of Television Eighteen India Limited (TV18) and Newswire18 Limited and 4 years in case of Infomedia and 3 years in case of Web 18 Holding and its subsidiaries (Web Group). iii. Furniture and fixtures which are depreciated over a period 10 years in case of TEML and 5 years in case of the Web Group. iv. Vehicles which are depreciated over a period of 4 years in case of Web Group. v. Vehicles of Infomedia and its subsidiaries, which are depreciated on the written down value method at the rates specified in Schedule XIV of the Companies Act, 1956 vi. Plant & machinery - distribution equipment which is depreciated over a period of 8 years in case TV18. vii. Plant & machinery which is depreciated over a period of 5 years in case of TEML and 2-5 years in case of the Web Group. viii. Computer hardware which is depreciated over a period of 3 years in case of the Web Group. ix. Web site development costs that provide additional functions or features to the Web Group’s website are capitalised and amortised over the estimated life of two years. x. Major reconditioning expenses on plant, machinery and equipment of Infomedia Group are depreciated over a period of three years or life of the assets, whichever is lower. Cost of leasehold land is amortised over the period of lease. News archives are depreciated on a straight line basis at the rate of 4.75% per annum. Useful life of news archives is estimated for a period longer than 10 years as the contents of the same are continuously used in day to day programming and hence the economic benefits from the same arise in a period longer than 10 years. Goodwill arising on acquisition of assets and acquired brands are amortised over a period of five years. Depreciation on additions is charged proportionately from the date of acquisition/ installation except in case of TEML where the assets are depreciated for the full year in the year of acquisition. Assets costing Rs. 5,000 or less individually are fully depreciated in the year of purchase. Depreciation on assets disposed-off during the year is charged proportionately till the date of sale except in the case of TEML where no depreciation is charged in the year of disposal. f. Goodwill on consolidation The Group accounts for goodwill arising on consolidation at cost and recognises where applicable, any impairment. g. Impairment of assets At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognised immediately as income in the profit and loss account. h. Inventory valuation Inventories comprising stocks of used and unused tapes, work-in-progress and completed pilot programmes are stated at cost on first in first out basis. Stocks of tapes are written off over their useful life which is estimated to be three years. Other inventories of raw materials like paper and binding material, work in progress and finished goods are valued at lower of cost or net realisable value. Cost is determined on a weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and to make the sale. i. Investments Long term investments are stated at cost less provision for other than temporary diminution in the carrying value of each investment. Current investments are carried forward at lower of cost or fair value. j. Employee Benefits i. The employees’ provident fund scheme is a defined contribution plan. Contribution to the employees’ provident fund is charged to the profit and loss account during the period in which the employee renders the related service. ii. Short term employee benefits (medical, leave travel allowance etc.) expected to be paid in exchange for the services rendered are recognised on undiscounted basis. iii. The Group provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees. In accordance with the Payment of Gratuity Act, 1972, the Gratuity Plan of the Group provides for a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Group makes contributions to funds administered and managed by the insurance companies for the amount notified by the said insurance companies. The present value of the obligation under such defined benefit plans for the Group is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation is based on the market yields on government securities as at the balance sheet date. Actuarial gains/losses are recognised immediately in the profit and loss account.

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The liability with respect to the Gratuity Plans is determined based on actuarial valuations done by independent actuaries at the year end and any differential between the fund amount as per the insurer and the actuarial valuation is charged to revenue. iv. Benefits comprising long term compensated absences constitute other long term employee benefits. The liability for compensated absences is provided on the basis of an actuarial valuation done by an independent actuary at the year/period end. Actuarial gains and losses are recognised immediately in the profit and loss account. v. In case of Infomedia, voluntary retirement compensation is fully charged off in the year of severance of service of the employee k. Miscellaneous Expenditure i. Preliminary expenses Preliminary expenses of the parent incurred till 31 March, 2003 are amortised over a period of 10 years. For the subsidiaries, preliminary expenses are either written off when incurred or amortised over 2 to 10 years. ii. Premium on redemption of debentures Premium on redemption of debentures is written off over the term of the debentures. l. Foreign Currency Translation Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences on foreign exchange transactions settled during the year are recognised in the profit and loss account. Monetary items denominated in foreign currency and outstanding at the balance sheet date are translated at the exchange rate prevailing at the date of balance sheet, the resultant exchange differences are recognised in the profit and loss account. In case of forward exchange contracts, the premium or discount arising at the inception of such contract, is amortised as income or expense over the life of contract as well as exchange difference on such contracts i.e. difference between the exchange rate at the reporting/ settlement date and the exchange rate on the date of inception/ last reporting date, is recognised as income/ expense for the period. Any income or expense on account of exchange differences either on settlement of the contract or on translation of the unmatured foreign currency contract at the rate prevailing on the balance sheet date is recognised in the profit and loss account. In respect of foreign integral operations, monetary assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. Non-monetary items are translated at the historical rate, the items in the profit and loss account are translated at the average rate during the year. The differences arising out of the translation are recognised in the profit and loss account. In respect of foreign non integral operations, asset and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. The items in the profit and loss account are translated at the average exchange rate during the year. The differences arising out of the translation are transferred to the exchange translation reserve. m. Income Tax Income tax comprises current income tax and deferred tax. Current tax is determined in accordance with the provisions of the Income Tax Act, 1961. Advance taxes and provisions for current taxes are presented in the balance sheet after off - setting advance taxes paid and income tax provisions. Deferred tax charge or credit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal, subject to consideration of prudence, in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. If there are carry forward of unabsorbed depreciation and tax losses, deferred tax assets are recognised only if there is virtual certainty that such deferred tax assets can be realised against future taxable profits. Unrecognised deferred tax assets of earlier years are reassessed and recognised to the extent that it has become virtually/reasonably certain that future taxable income will be available against which such deferred tax assets can be realised. Minimum alternate tax (MAT) paid in accordance with the provisions of the Indian Income Tax Act, 1961, which gives rise to future economic benefit in the form of adjustment from income tax liability, is recognised when it is reasonably certain that the same will be set off and adjusted from the current tax charge for that year. Tax provisions for overseas subsidiaries/ joint ventures are determined in accordance with the tax laws of their respective country of incorporation. Provision for fringe benefit tax (FBT) is made on the basis of the applicable FBT on the taxable value of eligible expenses as prescribed under the Indian Income Tax Act, 1961. n. Website development costs Costs incurred in the planning or conceptual development of websites are expensed as incurred. Once the planning or conceptual development of a web site has been achieved, and the project has reached the application development stage, the Group capitalises all costs related to web site application and infrastructure development including costs relating to the graphics and content development stages. Training and routine maintenance costs are expensed as incurred. o. Accounting for Employee Share Based Payments Measurement and disclosure of the employee share based payment plans is done in accordance with the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India (ICAI). The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortised on a straight line basis/graded basis over the vesting period of the stock option/award. Modifications to stock option/ award schemes are effected in line with the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI. p. Provisions and Contingencies A provision is recognised when the Group has a present obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made of the amount of the obligation. A contingent liability is recognised where there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

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q. Leases i. Operating Lease Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line basis over the lease term. ii. Finance Lease Leases under which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. The lower of fair value of assets and present value of minimum lease rentals is capitalised as fixed assets with the corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease liability and the interest component is charged to the profit and loss account. r. Earnings Per Share The Group reports basic and diluted earnings per equity share in accordance with Accounting Standard 20, Earnings Per Share. Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year except where the result would be anti dilutive. s. Segment Information i. Business segments Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Group operates in the media business segment mainly comprising media and related operations. This includes television, internet and print media including publishing. ii. Geographic segments Secondary segmental reporting is performed on the basis of the geographical location of customers i.e. within India and overseas. t. Barter Transactions Barter transactions are recognised at the fair value of consideration receivable or payable. When the fair value of the transactions cannot be measured reliably, the revenue/expense is measured at the fair value of the goods/services provided/received adjusted by the amount of cash or cash equivalent transferred. u. Derivative Instruments As per the Institute of Chartered Accountants of India announcement on derivative accounting, accounting for derivative contracts other than those covered under Accounting Standard 11 (AS-11) – The Effects of Changes in Foreign Exchange Rates, are marked to market on a portfolio basis and the net loss after considering the offsetting impact on the underlying hedged item is charged to the profit and loss account. Net gains are ignored. 4. Increase in the Authorised Share capital The Company had given a postal ballot notice dated 13 May, 2009 to its shareholders pursuant to Section 192A of the Companies Act, 1956 for reclassification of the authorised share capital of the Company comprising Rs. 20,00,00,000 equity shares of Rs. 5 per share and 5,00,000 preference shares of Rs. 100 each aggregating to Rs. 1,050,000,000, to 210,000,000 equity shares of Rs. 5 each aggregating to Rs. 1,050,000,000 and for increasing the authorised share capital of the Company from Rs. 1,050,000,000 (comprising 210,000,000 equity shares of Rs. 5 each) to Rs. 2,050,000,000 (comprising 410,000,000 equity shares of Rs. 5 each). The result of the postal ballot was announced on 22 June, 2009 whereby the aforesaid resolutions were duly approved by the shareholders of the Company. 5. Rights issue i. During the current year the Company has made a rights issue of 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the Company. The rights issue opened on 29 September, 2009 and closed on 14 October, 2009. Pursuant to the approval dated 26 October, 2009 of the Right Issue Committee, the Company has allotted 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share. The Company has called Rs. 21 per share on application, Rs. 29.40 per share on first call and Rs. 33.60 per share on final call on the allotted shares. The rights issue resulted in an increase in the equity share capital by Rs. 2,940.16 lakhs and securities premium by Rs. 46,454.50 lakhs. As on 31 March, 2010, there were 1,979,148 partly paid shares in respect of which calls were in arrears ii. The Company has incurred expenses of Rs. 1,629.58 lakhs (Rs 406.53 lakhs upto 31 March, 2009) in connection with the rights issue of equity shares. This amount has been set off against the securities premium arising from the issue of shares on rights basis, as permitted under Section 78 of the Companies Act, 1956. iii. The proceeds from the rights issue of equity shares aggregated to Rs. 49,439.31 Lakhs. Of these, Rs. 17,129.58 Lakhs have been utilised for the purposes stated in the “Letter of Offer”. The balance of Rs. 32,309.73 Lakhs has been deployed in mutual funds/ banks and an amount of Rs. 44.66 Lakhs was refundable as at the year end.

6. Equity Warrants The Company, in its extra ordinary general meeting held on 6 October, 2007, approved the issue and allotment of 5,000,000 convertible warrants (the warrants) of Rs. 796 each in accordance with the provisions of Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000 to network18 India Holdings Private Limited (N-18 Holding), a fellow subsidiary of the Company. The Company allotted the warrants on 10 October, 2007 pursuant to which the Company received Rs. 398 million being 10% of the total amount of Rs. 3,980 million in respect thereof. As per the terms of allotment each warrant is convertible into one fully paid up equity share of face value of Rs. 5 each at a premium of Rs. 791 per share on exercise of the option to convert the warrant into an equity share and is to be further adjusted for corporate actions such as bonus issue, right issue etc. Subsequent to the bonus issue of 1:1, declared in the AGM of the Company held on 7 September, 2007 (record date 18 October,

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2007), warrants held by N-18 Holding are convertible into two fully paid up equity shares of face value of Rs. 5 each at a premium of Rs. 393 per share on exercise of the option to convert the warrants into equity shares. N-18 Holding had exercised the option to convert 2,500,000 warrants and 50,000 warrants during the year ended 31 March 2008 and 31 March 2009 respectively and the Company had issued 5,100,000 fully paid up equity shares of Rs. 5 each at a premium of Rs. 393. Further, N-18 Holding indicated its unwillingness to exercise the option to convert the balance 2,450,000 warrants into equity shares due to adverse market conditions. Consequently Rs. 195.02 million representing 10% of the amount received pursuant to the allotment of such warrants was forfeited and transferred to capital reserve during the previous year. 7. Operational outlook The Group has incurred operating losses of Rs. 1,172.07 million during the year ended 31 March, 2010. These losses mainly arose due to losses in the Infomedia Group, Web Group and in Newswire. During the year, the Infomedia has raised equity vide rights issue to augment its equity. The Infomedia Group is in the process of restructuring its businesses. Accordingly, new lines of business are being added, which along with consolidation of existing products and introduction of new products in the publishing segment are expected to improve the revenues of Infomedia Group. Further, the Infomedia Group is also in the process of introducing new technologies in its product offering, so as to cater to newer markets and de-risk the revenue streams. Infomedia has also entered in to a Share Purchase Agreement (‘SPA’) with Knowledgeworks Global Private Limited, a Cenveo Inc. company, in May 2010 to sell its entire equity stake in its four subsidiaries carrying on the Publishing BPO business which would result in significant cash flows to Infomedia during the year to end 31 March, 2011. The SPA is subject to necessary approvals. The Web Group is currently implementing a plan to increase turnover, improve profitability and the financial position of the Web Group. The Web Group has been in investment mode in last few years and has incurred substantial product development and promotional expenses. Further, there has been an infusion of equity during the current year. Newswire has incurred operating losses during the year ended 31 March, 2010 and there has been an erosion in its net worth. Management expects to achieve operational break even and to generate profits in due course. 8. A. Investment in Infomedia 18 Limited a. The Company, I-Ven Interactive Limited (‘I-Ven’), Infomedia 18 Limited (Infomedia) (formerly Infomedia India Limited) (‘Target Company’) and India Advantage Fund – II (‘IAF II’), a trust constituted under the provisions of the Indian Trust Act, 1882, had entered into a Share Purchase, Share Subscription and Warrant Subscription Agreement dated 11 December, 2007 (‘agreement’). As at the date of the agreement, the Target Company was a subsidiary of I-Ven and is listed on the Bombay Stock Exchange Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’). Further, as at the date of the agreement, I-Ven held 12,396,999 equity shares of the Target Company representing 62.73% of the outstanding equity shares of the Target Company. As per the terms of the agreement, subject to statutory and regulatory clearances: i. The Company agreed to purchase from IAF II such number of fully paid up equity shares of I-Ven (‘sale shares’) which would transfer to the Company an economic interest of 40% of the issued and paid up equity shares of the Target Company. In addition, the Company agreed to subscribe to and I-Ven agreed to issue and allot a stipulated number of fully paid up equity shares (‘subscription shares’) of I-Ven. As at the year ended 31 March, 2008, the Company had not purchased/subscribed to the above mentioned shares and had a commitment of Rs. 1,779 million as at the year ended 31 March, 2008, in respect of the above. Pursuant to the agreement, the said consideration was to be placed in an escrow account pending which the Company was to provide for interest, at the rate of 14 % per annum compounded monthly. ii. It was envisaged that the Company would make an offer (‘offer’) as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 to the shareholders of the Target Company for acquiring up to 20% of the voting capital of the Target Company. In the event, the Company is not able to acquire an economic interest of 53% of the issued and paid up equity shares of the Target Company after the offer and purchase of sale shares, IAF II agreed to sell additional equity shares (‘subsequent sale shares’) of I-Ven to the Company to ensure that the Company acquires an economic interest of 53% in the issued and paid up equity capital of the Target Company. The offer closed on 28 April, 2008 and the Company acquired 720,931 equity shares (face value Rs. 10 each) at an aggregate cost of Rs. 170.86 million representing 3.63% of the voting capital of the Target Company pursuant to such offer. iii. The Target Company agreed to issue 5,000,000 warrants (‘warrants’) to the Company, in accordance with Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 – Guidelines for Preferential Issues. The warrant consideration price was fixed at Rs. 237 per warrant. Each warrant was convertible into one fully paid up equity share of Rs. 10 each of the Target Company on exercise of options and on payment of the stipulated warrant exercise price. The option was exercisable during a period of 18 months from the date of allotment of warrants that is 7 February, 2008. During the year ended 31 March, 2008, the Company had paid 10% of the consideration price i.e. Rs. 23.70 per warrant aggregating to Rs. 118.50 million to the Target Company and 5,000,000 warrants were allotted to the Company. b. Further on 21 August, 2008: i. IAF II agreed to transfer 5,451,900 shares of I-Ven held by it to the Company. ii. The Company agreed to subscribe to and pay for 2,775,566 shares of I-Ven, being the subscription shares, at a fair value determined as Rs. 216.17 per share. As at 31 March, 2009, the Company had purchased/subscribed to 8,227,466 shares i.e 63.98% of the issued and paid up equity shares of I-Ven amounting to Rs. 1,778.55 million. Further the Company had taken control of the Board of Directors of Infomedia on 21 August, 2008. The Company had also paid interest amounting to Rs. 98.66 million (Previous year Rs. 57.22 million) during the year ended 31 March, 2009 for acquisition of Infomedia. c. The Company had decided to not subscribe to the warrants at the aforementioned consideration price subsequent to the year ended 31 March, 2009, in view of the market conditions, and had accordingly written off its investment in 5,000,000 partly paid convertible equity warrants amounting to Rs. 118.50 million as per the principles laid down under Accounting Standard Contingencies and Events Occurring After Balance Sheet Date’ during the year ended 31 March, 2009. 97 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

d. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18 February, 2009. The scheme became effective from 25 August, 2009 and I Ven Interactive Limited merged with Infomedia 18 Limited on the effective date. The Company had been allotted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange of 8,227,466 equity shares of Rs. 10 each held in I-Ven Interactive Limited. Consequently, the Company’s direct holding in Infomedia 18 Limited increased to 43.32% of the equity share capital. e. Infomedia 18 Limited has made a rights issue of equity shares of Rs. 10 each at a premium of Rs. 23.50 per share aggregating to Rs. 9,989.89 lakhs to the existing shareholders of Infomedia 18 Limited. The rights issue opened on 29 December, 2009 and closed on 15 January, 2010. The Company subscribed to 15,298,078 equity shares at Rs. 33.50 per share (face value of Rs 10 per share at a premium of Rs 23.50 per share) amounting to Rs. 5,124.86 lakhs in the right’s issue and its direct holding in Infomedia further increased to 48.11% as at the year end.

B. Investment in Media Venture Capital Trust-II (MVCT) The shareholders of the Company vide postal ballot resolutions dated 12 September, 2006 and 16 July, 2007 permitted the Company to take an indirect equity exposure in a venture capital trust structure post which the Company executed a trust deed to form the Media Venture Capital Trust-II (‘MVCT’). The objective of the Trust is to make strategic investments in businesses including in the media and entertainment industry through companies/special purpose vehicles (SPVs). The Company also entered into a co-investment agreement with Mr. Raghav Bahl, the promoter, who has guaranteed a minimum stipulated rate of return on the investment over a specified period. The investment in MVCT as at 31 March, 2010 was Rs. 2,721.20 million (Previous year Rs. 2,481.80 million) as against the limit of Rs. 4,000 million approved by the shareholders. MVCT directly or through companies/ SPVs has invested in various companies which are at different stages of start up/ operations. Management has reviewed the business plans/financial statements/valuations of these companies. Based on management’s evaluation of these companies’ current operations and future business plans management is of the view that these investments will yield reasonable returns post the gestation period. Other income includes Rs. Nil (Previous year Rs. 95 million) pertaining to dividends from units of MVCT.

9. A. Investment in ibn18 Broadcast Limited The Company through its subsidiary RVT Investments Private Limited (RVT) had acquired 15,000,000 convertible warrants of Rs. 102 each in ibn18 Broadcast Limited (IBN) on a preferential basis in accordance with Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. Each warrant is convertible into one fully paid equity share of Rs. 2 each. RVT had paid Rs. 153 million being 10% of the total consideration as per the terms of allotment. During the year ended 31 March, 2009, subsequent to payment of balance 90% consideration of Rs. 1,377 million, 12,500,000 warrants were converted into 12,500,000 fully paid equity shares of Rs. 2 each. The option to convert the balance 2,500,000 warrants into equity shares of Rs. 2 each was yet to be exercised as on 31 March, 2009. During the current year, RVT exercised the option to convert the balance 2,500,000 warrants into equity shares of Rs. 2 each. This has resulted in an increase in the stake of RVT in the paid up share capital of IBN to 21.17% (Previous year 20.07%). Further, RVT has applied for issue of 11,536,848 equity shares of Rs. 2 each of ibn18 Broadcast Limited at a premium of Rs. 91.50 on rights basis. RVT has paid Rs. 357,626,788 towards application money at Rs. 31 per share. Of the 12,500,000 equity shares received on conversion of warrants during the previous year 8,502,131 equity shares have a lock in period of three years from the date of allotment.

B. Acquisition of Big Tree Entertainment Private Limited On 1 March, 2007, Web Group had entered into a business purchase agreement with Big Tree Entertainment Private Limited (Big Tree) and the promoters of Big Tree to acquire 60% post issue equity share capital in Big Tree. The said share capital was acquired by way of subscription of 8,548 partly paid up equity shares issued by Big Tree and purchase of 2,581 fully paid up equity shares from the promoters for Rs. 145 million (USD 3.21 million). The agreement also provided for a further consideration of Rs. 50 million (USD 1.11 million) to be paid to Big Tree for the partly paid up shares if Big Tree’s current account bank balance fell below Rs. 10 million (USD 0.22 million). Of this Rs. 36.5 million (USD 0.81 million) has been paid until 31 March, 2010. Further, as per the business purchase agreement, the promoters of Big Tree have the following options to require the Group to subscribe for: a. Additional 5% post issue equity shares on the expiry of 18 months from the completion date for a consideration amounting to Rs. 37.5 million (USD 0.83 million); and b. Additional 5% post issue equity shares on the expiry of 24 months from the completion date. for a consideration amounting to Rs. 37.5 million (USD 0.83 million). The above options have not been exercised and accordingly there has been no further subscription in the equity share capital of Big Tree as at the year end.

C. Acquisition of Care Websites Private Limited Web Group had purchased 90% equity shares of Care Websites Private Limited on 18 August 2006 from the existing shareholders on that date for a consideration of Rs. 17 million (USD 0.37 million). The balance 10% shares have a put / call option after 30 months from 18 August, 2006 at higher of the following: Rs. 2,222,222 (USD 0.05 million) or proportionate value of the balance interest based on an enterprise valuation computed as higher of the following valuation bases: i) 2.5 times of net revenues of the business for the 12 month period immediately preceding the month in which the option is exercised. ii) 15 times of net profits after taxes of the business for the 12 month period immediately preceding the month in which the option is exercised. The above put/ call options have not been exercised as at the year end.

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D. Acquisition of Cricketnext.com On 2 December, 2006, the Web Group entered in to a Business Transfer Agreement (BTA) and acquired the brand cricketnext.com for a consideration of Rs 10 million (USD 221,533), which has been capitalised as an intangible asset. The Group is required to pay additional consideration at the end of 24 months and 48 months from the date of acquisition, based on specified revenue and earning targets. The future payments are recorded as additional purchase pricewhen the contingency is resolved and amortised over the remaining useful life of the brand. Such additional consideration as at 31 March, 2010 was Rs. 4,483,569 (USD 99,325). E. Joint Venture Web Group had invested in 50% of the equity share capital of JobStreet.com India Private Limited on 15 November, 2006. During the current year, the Group entered into an agreement dated 11 March, 2010 for sale of its investment in JobStreet.Com India Private Limited to the joint venture partner, Jobstreet.Com Pte Limited, Singapore. The sale consideration comprises of: a. Cash consideration of USD 126,501 i.e. approximately Rs. 5,710,255; and b. 25% of the account receivable and tax deducted at source (TDS) balances as at 31 December 2009 that will be collected by 30 June, 2010. Collections made in respect of account receivable and TDS balances from 1 January, 2010 to 31 March, 2010 aggregate to USD 28,831 i.e. Rs. 1,301,431. Accordingly, 25% of such collections amounting to USD 7,207 i.e. approximately Rs. 325,324 have also been considered as a part of the sales consideration. Future collections in respect of the above mentioned balances will be recorded in the books of account when the contingency pertaining to such collections is resolved. F. Acquisition and Disposal of Ambit Capital Private Limited On 24 July, 2007, the Web Group acquired 35% equity stake in Ambit Capital Private Limited for a consideration of USD 1,263,482 i.e. approximately Rs. 50.50 million. On 20 March 2008, the Group sold 34.5% of its stake in Ambit Capital Private Limited for a consideration of USD 1,019,944 i.e. approximately Rs. 40.77 million. On 5 January, 2009 the Group sold the remaining stake in Ambit Capital Private Limited for a consideration of USD 276,756 i.e. approximately Rs. 13.39 million. The investment in Ambit Capital Private Limited has been accounted for under the equity method from the date of allotment of shares i.e. 24 July 2007 to the date of divestment of equity shares below 20% i.e. 20 March, 2008. G. Business Transfer Agreement with Burrp! Software Private Limited Infomedia entered into a Business Transfer Agreement with Burrp! Software Private Limited (“Burrp”) for acquiring the specified business of Burrp as a going concern on a slump sale basis for a lump sum consideration of Rs. 42,550,000 from 15 March, 2009. The said consideration was allocated on an estimated basis as under:

Particulars Amount (Rs.)

1. Intangible assets 40,422,500 2. Computers 2,127,500 42,550,000 H. Investments held for disposal Television Eighteen Mauritius Limited, Mauritius incorporated two wholly owned subsidiaries B K Holdings Limited, Mauritius and Capital 18 Limited, Mauritius for making investments in certain media companies. Investment made by TEML in B K Holdings Limited, and Capital 18 Limited, were intended for subsequent disposal. TEML entered into separate agreements to dispose off its entire holding in these two entities. In view of the temporary control of TEML in these two entities, financials of these entities have not been included for consolidation. 10. i) During the year, Infomedia 18 Limited (Infomedia) has made an issue of equity shares on rights basis in the ratio of three equity shares for every two equity shares held on the record date. The rights issue consisted of 29,827,655 equity shares issued at a premium of Rs.23.50 per equity share aggregating to Rs. 998,989,062. The issue opened on 29 December, 2009 and closed on 15 January, 2010 and was fully subscribed. ii) Infomedia has utilised an aggregate sum of Rs. 778,989,062 towards the purposes as stated in the prospectus filed for the offer of shares on rights basis, from the proceeds of the rights issue of equity shares of Rs. 33.50 each. The unutilised funds of approximately Rs. 220,000,000 are deployed in Liquid Mutual Funds disclosed as Current Investments in the Balance sheet. iii) Infomedia has incurred expenses of Rs. 213.25 lakhs in connection with the rights issue of equity shares. This amount has been set off against the securities premium arising from the issue of shares on rights basis, as permitted under Section 78 of the Companies Act, 1956. 11. Pre-operative expenses Miscellaneous expenditure includes Pre-operative expenses aggregating to Rs. 35.93 million (Previous year Rs. 30.21 million) relating to iNews.com Limited as the Company had not commenced operations until 31 March, 2010. 12. Capital commitments, contingent liabilities and litigation a. Estimated amounts of contracts remaining to be executed on capital account (net of advances) Rs. 24.82 million (Previous year Rs. 20.94 million). b. Claims against the Parent, Infomedia and its subsidiaries (Infomedia Group) not acknowledged as debts include demands raised by Income Tax authorities Rs. 84.93 million (Previous year Rs. 82.47 million) and Rs. 40.46 million (Previous year Rs. 158.63 million) respectively. Amounts deposited by the Parent against claims - Rs. 82.41 million (Previous year Rs. 69.38 million). No provision has been made in the accounts for these demands as the Group expects a favourable decision in appeal. c. Sales tax / Works contract tax matters disputed by the Infomedia Group relating to issues of applicability, allowability, etc. aggregate to Rs. 6.62 million (Previous year Rs. 4.84 million). No provision has been made in the accounts for these demands as in the opinion of management no material liability is likely to arise on account of such matters.

99 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited d. Value Added Tax (VAT) matters disputed by the Infomedia Group with VAT authorities relating to issues of allowability aggregating to Rs. 1.78 million (Previous year Nil). The Infomedia Group has made an appeal on this issue with appellate authorities. e. In respect of Infomedia Group, third party claims relating to compensation before Monopolies and Restrictive Trade Practices Commission aggregate to Rs. 20 million (Previous year Rs. 20 million) net of tax Rs. 13.27 million (Previous year Rs. 13.27 million). The matter is pending for final hearing. No provision has been made in the accounts for these demands as in the opinion of management no material liability is likely to arise on account of such claims. f. In respect of the Infomedia Group a standby Letter of Credit has been issued for GBP Nil (Previous year GBP 0.02 million), in favour of Barclays Bank Plc, towards banking facilities used by Glyph International UK Limited (formerly Keyword Group Limited). g. Guarantees given by banks on behalf of the Parent outstanding at year end Rs. 37.77 million (Previous year Rs. 14.99 million). Bank guarantee given by Infomedia Group to Bombay Stock Exchange (‘BSE’) towards issue of Equity shares on rights basis amounting to Rs. 5 million (Previous year Nil). Share in corporate guarantees given by an associates amounts to Rs. 57.69 million (Previous year 54.66 million). h. The Parent and its subsidiary iNews.com Limited have extended corporate guarantee amounting to Rs. 50.90 million (Previous year Rs. 50.90 million), in favour of ICICI Home Finance Company Limited in consideration of loan facility extended by ICICI Home Finance Company Limited to the employees of the Parent. As at the year end, Rs. 47.92 million (Previous year Rs. 48.28 million) was outstanding in respect of such loans. i. The Parent has given corporate guarantee of Rs. 320 million (Previous year Rs. 320 million) towards fund based/non - fund based credit facility given by ICICI Bank Limited to ibn18 Broadcast Limited (formerly Global Broadcast News Limited). As at the year end, Rs. 120 million (Previous year Rs. 200 million) was outstanding in respect of such loans. j. The Parent has extended corporate guarantees of USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year USD 25 million i.e. approximately Rs. 1,273.75 million) to The Hongkong and Shanghai Banking Corporation Limited for loans taken from Kingfisher Capital CLO Limited, by Capital 18 Limited, a company incorporated in Mauritius and a step down subsidiary of the Company. As at the year end, USD 25 million, i.e., approximately Rs. 1,128.50 million (Previous year Rs. 1,273.75 million) was outstanding in respect of such loans. k. The Parent has extended corporate guarantee of USD 85 million, i.e., approximately Rs. 3,836.90 million (Previous year Rs. 4,330.75 million) to ICICI Bank Canada for BK Holdings Limited, a company incorporated in Mauritius and a step down subsidiary of the Company. As at the year end, USD 80 million, i.e., Rs. 3,611.20 million (Previous year Rs. 4,076 million) was outstanding in respect of such loans. l. The Company has extended corporate guarantee of USD 40 million, i.e., approximately Rs. 1,805.60 million (Previous year USD 40 million, i.e., approximately Rs. 2,038 million) to Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited) for and on behalf of BK Holdings Limited, Mauritius in respect of investments to be made by BK Holdings Limited. Further, as at the year end USD 10 million, i.e., approximately Rs. 451.40 million (Previous year USD 25 million, i.e., approximately Rs. 1,273.75 million) was outstanding in respect of such committed investments. m. The Parent and an associate have purchased fixed assets under the ‘Export Promotion Capital Goods Scheme’. As per the terms of the license granted under the scheme, the Company/ associate have undertaken to achieve an export commitment of Rs. 398.34 million (Previous year Rs. 398.34 million) and Rs. 156.79 million (Previous year Rs. 148.57 million) respectively over a period of 8 years, which expire over the period 7 August, 2013 to 13 November, 2014. In the event the Company/associate are unable to execute the export obligations, the Company shall be liable to pay customs duty of Rs. 23.51 million (Previous year Rs. 26.47 million) and share in the customs duty liability of the associate would be Rs. 19.60 million (Previous year Rs. 18.57 million) along with interest on the same at the rate of 15 per cent compounded annually in the event of non fulfillment of the export obligations. The Company has fulfilled its export obligations of Rs. 351.32 million and has made an application to the Director General of Foreign Trade for issuance of the export obligation discharge certificates (EODC). Subsequent to the year end, the Company has received EODC aggregating to Rs. 233.77 million and approval for the balance was awaited. The associate is hopeful of meeting the export obligation of Rs. 24.41 million (Previous year Rs. 23.13 million). n. Mr. Victor Fernandes and other (“plaintiffs”) had on 25 August, 2006 filed a suit as derivative action on behalf of e-Eighteen.com Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18) and other TV18 group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18, ICICI Global Opportunities Fund and e-Eighteen.com Limited had entered into a subscription cum shareholders agreement dated 12 September, 2000 under which Mr. Raghav Bahl and TV18 had inter alia undertaken that any opportunity offered to them shall only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr. Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have under the aforesaid agreement rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140.60 million and have inter alia prayed that Mr. Raghav Bahl, TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures along with all assets and intellectual property. The plaintiffs had filed a notice of motion on 18 September, 2006 seeking ad interim relief. A reply had been filed with the Bombay High Court on 14 November, 2006. The said notice of motion was dismissed on 8 August, 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal is pending for hearing and final disposal. Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to succeed and has accordingly made no provisions in the financial statements. o. The Group has received legal notices of claims, lawsuits and proceedings filed against it which arise in the ordinary course of the business and relating to monetary loss and defamation suits in relation to the news content broadcast by the Company and /or TV18 group entities (the aggregate claim in respect of the latter being Rs. 3,100 million) (Previous year Rs. 3,100 million). Further, the share in the contingent liability of an associate amounted to Rs. 5.10 million (Previous year Rs. 1,151.27 million). In the opinion of the management, no material liability is likely to arise on account of such claims/law suits in relation to its financial position, or results of operations.

100 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

p. The Group’s share in the contingent liability of a joint venture of an associate in respect of claims not acknowledged as debts amounted to Rs. 0.20 million and guarantees amounted to Rs. 0.11 million as at the year end.

13. Zero Coupon Secured Partly Convertible Debentures (ZCSPCD) The Company had, during the year ended 31 March, 2003, issued 895,546 ZCSPCD of face value of Rs. 150 each for cash at par on right basis to the existing equity shareholders of the Company in the ratio of 1 ZCSPCD for every 13 equity shares held. Rs. 20 of the ZCSPCD was to be converted into two equity shares of Rs. 10 each. Accordingly, the Company had allotted 1,791,092 shares to the ZCSPCD holders. The balance of Rs. 130 was to be redeemed together with a premium of 25% of the value redeemed in four annual installments commencing from the end of the third year of the issue date. The premium on debentures is charged to the share premium account. Year Principal amount per Principal Redemption pre- Premium amount Total redemption ZCSPCD % mium per ZCSPCD amount per ZCSPCD (Rs.) % (Rs.) (Rs.) 3 19.50 15 25 4.88 24.38 4 19.50 15 25 4.88 24.38 5 19.50 15 25 4.88 24.38 6 71.50 55 25 17.88 89.38 Total 130.00 32.52 162.52 The ZCSPCDs holder’s interest in respect of redemption thereof, all costs, charges, expenses and other monies were secured by way of an exclusive charge on land and first pari passu charge on the other fixed assets of the Company. The first, second and third installments of redemptions were paid in February 2006, March 2007 and February 2008 respectively. The fourth and final installment of Rs. 80.04 million (comprising principal Rs. 64.03 million and premium Rs. 16.01 million) was paid during the year. Further, Rs. 114.01 million was transferred out of the debenture redemption reserve on redemption of debentures during the previous year ended 31 March 2009.

14. Secured Loans a. Cash credit/Working capital demand loan (WCDL) of Rs. 695.76 million with banks are secured by: i. Out of the above, Rs. 498.58 million is secured by first charge on all current assets of the Parent, on pari passu basis with others working capital lenders; ii. Out of the above, Rs. 93.74 million is secured by pari passu first charge on all current assets and second pari passu charge on all Fixed assets of the Infomedia Group, further secured by corporate guarantee from Network18 Media & Investments Limited (‘Network 18’); iii. Out of the above, Rs. 54.60 million is secured by first pari passu charge on all current assets (present and future) and on movable and immovable fixed assets of the Infomedia Group; iv. Out of the above, Rs. 48.84 million is secured by first charge on all current assets of e-Eighteen.com Limited and by personal guarantee of Managing Director of the Parent; b. Term loans from banks as on 31 March, 2010 amounted to Rs. 1,530.78 million: i. Out of the above, Rs. 12.14 million is secured by first charge on pari passu basis on the Company’s movable fixed assets (except for the fixed assets specifically charged to other lenders); ii. Out of the above, Rs. 500.00 million is secured by subservient charge on movable fixed assets and is also supported by a letter of comfort provided by Mr. Raghav Bahl; iii. Out of the above, Rs. 576.91 million is secured by way of first charge on the assets financed out of the loan and is also supported by way of pledge of shares held by the promoters/ group entities and personal guarantee of Mr. Raghav Bahl; iv. Out of the above, Rs. 131.25 million is secured by way of first charge on all fixed and current assets of the Company, both movable and immovable, present and future and is also secured by way of pledge of shares in subsidiary of Infomedia. v. Out of the above, Rs. 119.05 million is secured by first exclusive charge/ mortgage on all immovable and moveable assets of the Company and second charge on all existing fixed assets of the Company and is collaterally secured by corporate guarantee of Network18 Media & Investments Limited; vi. Out of the above, Rs. 191.43 million is secured by way of first charge on all fixed assets and currents assetsof Newswire 18 limited and is additionally secured by a corporate guarantee from Network18 Media & Investments Limited. c. Other loans from banks amounting to Rs. 11.32 million are secured by hypothecation of vehicles financed by them. d. Term Loans from others as on 31 March, 2010 amounted to Rs. 776.62 million: i. Out of the above, Rs. 766.60 million is to be secured by hypothecation of equipment purchased out of the loan and is collaterally secured by way of pledge of shares by the promoters/ group entities , personal guarantee of the Managing Director of the Company and corporate guarantee of Network18 Media & Investments Limited; ii. Out of the above, Rs. 10.02 million is secured by way of a first charge on the buildings financed out of the loans.

15. Employee Stock Option and Stock Purchase Plan a. Television Eighteen India Limited Employee Stock Option Plans The Company has established several employee stock option plans (ESOPs) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been approved by the Board of Directors and the shareholders. The details are as given below:  Television Eighteen India Limited Stock Option Plan 2002 (ESOP 2002)  Television Eighteen India Limited Employees Stock Option Plan 2003 (ESOP 2003)  Television Eighteen India Limited Employee Stock Option Plan 2004 (ESOP 2004)  Television Eighteen India Limited Senior Employee Stock Option Plan 2004 (Senior ESOP 2004) 101 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

 Television Eighteen India Limited Long Term Retention Employee Stock Option Plan 2005 (Long Term Retention ESOP 2005)  Television Eighteen India Limited Employee Stock Option Plan 2005 (ESOP 2005)  Television Eighteen India Limited Strategic Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005)  Television Eighteen India Limited Employees Stock Option Plan 2006 (ESOP 2006)  Television Eighteen India Limited Employees Stock Option Plan A 2007 (ESOP (A) 2007)  Television Eighteen India Limited Employees Stock Option Plan B 2007 (ESOP (B) 2007)  Television Eighteen India Limited Employees Stock Option Plan 2007 (ESOP 2007) A compensation committee comprising independent members of the Board of Directors administers the ESOPs. All options under the ESOPs are exercisable for equity shares. The Company had declared a bonus issue of 1:1 in the AGM of the Company on 7 September, 2007 with record date of 18 October, 2007. Prior to the bonus issue, each option was exercisable for one Rs. 5 fully paid up equity share of the Company on payment of the exercise price. Subsequent to the bonus issue each option is exercisable for two Rs. 5 fully paid up equity shares of the Company on payment of the exercise price. The Company had given a postal ballot notice dated 19 December, 2008 to its shareholders pursuant to Section 192A of the Companies Act, 1956 for the approval of modifications relating to exercise price and vesting of options under the ESOP (A) 2007, ESOP 2005, ESOP 2004 and Senior ESOP 2004 plans. Further the number of options authorised to be granted under the ESOP 2007 were proposed to be increased from 2,542,438 to 10,000,000 options. The result of the postal ballot was announced on 2 February, 2009 whereby the aforesaid modifications were duly approved by the shareholders of the Company. Consequent to the modifications that occurred after the vesting date of certain options the deferred employee compensation amount increased by Rs. 35.41 million which is being amortised over the additional vesting period. This incremental intrinsic value granted had been determined based on the intrinsic value of the modified stock options and that of the original stock options both estimated as on the date of the modifications. The impact of the modifications as on the date of modification is summarised below: Plans As per original plan As per modified plan ESOP 2004 Weighted average price of options outstanding 51.94 27.58 Weighted average remaining contractual life 1.38 3.55 Senior ESOP 2004 Weighted average price of options outstanding 55.23 49.24 Weighted average remaining contractual life 2.24 3.62 ESOP 2005 Weighted average price of options outstanding 214.31 20.00 Weighted average remaining contractual life 1.89 2.85 ESOP (A) 2007 Weighted average price of options outstanding 221.31 5.00 Weighted average remaining contractual life 2.51 3.85 b. Senior Employee Stock Awards (Stock Appreciation Right) Plan 2005 During 2005-2006 the Company had established the Stock Appreciation Right Plan 2005 (Senior Employee Stock Award Plan) (‘SAR’) for compensation to the employees whereby the Company in its extraordinary general meeting held on 25 July, 2005 had approved a grant of upto 300,000 awards to eligible employees. During the earlier years, the Company had granted 299,995 awards representing 140,998 options which had vested as on 31 March, 2007. Pursuant to the scheme, the employees have a right to receive such numbers of fully paid up equity shares of Rs. 5 of the Company whose market value matches with the amount of increase due to appreciation in share price during the date of grant and date of exercise of the awards. Upto 31 March, 2008, of the 140,998 options the Company issued 91,650 shares to employees on the exercising of the options. During the year ended 31 March, 2009 the Company had issued 36,808 shares under this scheme, and the balance 12,540 options had lapsed during the previous year. The salient terms of ESOPs schemes/ revised ESOPs schemes and SAR of the Company are set out hereunder: Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004 Year in which scheme was established 2002-03 2003-04 2004-05 2004-05 Number of options authorised to be granted 700,000 700,000 700,000 840,000 700,000 700,000 700,000 840,000 Exercise price* (See note 1) Rs. 5 per op- 95% of market The exercise price The exercise price is tion. value on grant is to be decided by to be decided by the date. the compensation compensation com- committee, such that mittee, and is not to the exercise price is be less than the par not less than the par value of the shares value of the shares of the Company and of the Company not more than the and not more than price prescribed un- the price prescribed der Chapter XIII of under Chapter XIII of SEBI (Disclosure and SEBI (Disclosure and Investor Protection) Investor Protection) Guidelines, 2000. Guidelines, 2000. The relevant date will The relevant date will be the date of grant be the date of grant.

102 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004 Vesting date* After one year After one year Option to vest after Option to vest after (See note 1) from the date from the date of one year from the one year from the of grant of op- grant of options. date of grant within date of grant within tions. such period not ex- such period not ex- ceeding ten years as ceeding ten years as may be determined may be determined by the compensa- by the compensation tion committee. committee. Vesting requirements One year’s One year’s ser- Three years of Two to four years of service from the vice from the service from the service from the date date of grant of date of grant of date of grant of of grant of option option. option. option Exercise period During two During one year During two years During a period of years after after vesting after vesting date. two/three years from vesting date. date. the vesting date Un-granted options cancelled during the year ------*Note 1: The details of exercise price and vesting period prior to modifications are given below: Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004 Exercise price before modification N.A. N.A. 1. 50% of options 1. 50% of options granted at 90% of granted at 90% of market value on market value on grant date; grant date; 2. Remaining 50% of 2. Remaining 50% of the options granted the options granted at a discount of Rs. at a discount of Rs. 125 on market value 100 on market value on grant date. on grant date. Vesting date before modification N.A. N.A. After three years 1. One third of op- of service from the tions granted will vest date of grant of op- after two years from tions. the date of grant of option ; 2. Remaining two third of options grant- ed will vest after four years from the date of grant of options.

Particulars Long Term Reten- ESOP 2005 Strategic Acquisition ESOP 2006 tion ESOP 2005 ESOP 2005 Year in which scheme was 2005-06 2005-06 2005-06 2006-07 established Number of options authorised 350,000 1,260,000 840,000 1,000,000 to be granted 350,000 1,260,000 840,000 1,000,000 Exercise price* (See note 2) Market value on grant The exercise price is to be Rs. 100 per option. Rs. 5 per option. date. decided by the compensation committee, such that the exercise price is not less than the par value of the shares of the Company and not more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000. The relevant date will be the date of grant. Vesting date* (See note 2) After four years from Option to vest after one year After one year from After two years from the date of grant of from the date of grant within the date of grant of op- the date of grant of options. such period not exceeding tions. options. ten years as may be deter- mined by the compensation committee. Vesting requirements Four years of service Three years of service from One year’s service Two years of ser- from the date of grant the date of grant of option. from the date of grant vice from the date of option. of option. of grant of option.

103 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Long Term Reten- ESOP 2005 Strategic Acquisition ESOP 2006 tion ESOP 2005 ESOP 2005 Exercise period During two years During one year after vesting During one year after During one year after vesting date. date. vesting date. after vesting date. Un-granted options cancelled - - - - during the year - - - - *Note 2: The details of exercise price and vesting period prior to modifications are given below:

Particulars Long Term ESOP 2005 Strategic ESOP Retention Acquisition 2006 ESOP 2005 ESOP 2005 Exercise price before N.A. 90% of market value on grant date. N.A. N.A. modification Vesting date before N.A. 1. One third of options granted will vest after one year N.A. N.A. modification from the date of grant of options; 2. One third options granted will vest after two years from the date of grant of options; and 3. One third options granted will vest after three years from the date of grant of options.

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR Year in which 2006-07 2006-07 2007-08 2005-06 scheme was established Number of options/ 1,000,000 1,000,000 10,000,000 300,000 awards authorised 1,000,000 1,000,000 10,000,000 300,000 to be granted Exercise price* (see The exercise price is to be decided Rs. 5 per option. The exercise price will be Rs. 5 note 3) by the compensation committee, decided by the compensation such that the exercise price is not committee such that the exercise less than the par value of the shares price is not less than the par of the Company and not more than value of the equity shares of the the price prescribed under Chapter Company and not more than the XIII of SEBI (Disclosure and price prescribed under Chapter Investor Protection) Guidelines, XIII of SEBI (Disclosure and 2000. The relevant date will be the Investor Protection) Guidelines, date of grant. 2000. Vesting date* (See Option to vest after one year from 1. One sixth options After a minimum period of one Cliff vesting note 3) the date of grant within such pe- granted will vest after year from the date of Grant. period of riod not exceeding ten years as one year from the date of The vesting shall happen three years may be determined by the com- grant of options; in one or more tranches as pensation committee. 2. One sixth options may be decided by the ESOP granted will vest after two Compensation Committee. years from the date of grant of options; 3. One sixth options granted will vest after three years from the date of grant of options; 4. One sixth options granted will vest after four years from the date of grant of options; 5. One sixth options granted will vest after five years from the date of grant of options; and 6. One sixth options granted will vest after six years from the date of grant of options. Vesting require- One to four years of service from One to six years of Option to vest over such period, One to four ments the date of grant of option. service from the date of in such manner and subject to years of grant of option. conditions as may be decided service from by the compensation committee the date of provided the employee contin- grant of SAR ues in service. 104 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR Exercise period During four years after vesting During four years after Exercise period will commence One year date. vesting date. from the vesting date and ex- after vesting tend upto the expiry period of date the option as may be decided by the compensation committee. Un-granted options - - - - cancelled during - - - - the year Un-granted options ------8,330,000 - *Note 3: The details of exercise price and vesting period prior to modifications are given below: Exercise price be- 75% of market value on grant N.A. N.A. N.A. fore modification date. Vesting date before 1. One fourth options granted will N.A. N.A. N.A. modification vest after one year from the date of grant of options; 2. One fourth options granted will vest after two years from the date of grant of options; 3. One fourth options granted will vest after three years from the date of grant of options; and 4. One fourth options granted will vest after four years from the date of grant of options. c. Television Eighteen India Limited Employee Stock Purchase Plans (ESPP) i. Television Eighteen India Limited Stock Purchase Plan 2003 (ESPP 2003) During 2003-2004 the Company had established an Employee stock purchase plan (ESPP 2003) for compensation to employees whereby the Company’s plan was to issue upto 700,000 shares to eligible employees. The offer price per share was 95% of the market value of the shares as at the date of the offer. The Company had issued 667,016 shares under ESPP 2003 upto 31 March, 2007. During the year ended 31 March, 2008, pursuant to the approval of the shareholders it was decided to cancel the issue of the remaining balance of the proposed 32,984 equity shares. ii. Television Eighteen Employee Stock Purchase Plan 2007 (ESPP 2007) During 2007-2008 the Company established an Employee stock purchase plan (ESPP 2007) for compensation to employees whereby the Company’s plan was to issue upto 532,984 shares to eligible employees. The offer price shall be decided by the compensation committee provided that the offer price shall not be less than the par value of the equity shares of the Company and shall not be more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000. d. Details of option numbers and weighted average exercise prices The details of options and weighted average prices are as given below: Particulars ESOP 2002 ESOP 2004 Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning 53,690 2.50 562,800 27.58 of the year 53,690 2.50 749,000 48.89 b. granted during the year ------c. exercised during the year - - 206,500 20.00 - - 72,800 25.65 d. forfeited during the year - - 8,400 20.00 - - 113,400 48.66 e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the year 53,690 2.50 347,900 32.26 53,690 2.50 562,800 27.58 h. exercisable at the end of the year 53,690 2.50 113,400 57.61 53,690 2.50 21,000 99.88

105 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars ESOP 2002 ESOP 2004 Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) i. number of equity shares of Rs. 5 each fully paid See note 1 N.A. 347,900 N.A. up to be issued on exercise of option See note 1 N.A. 562,800 N.A. j. weighted average share - N.A. 206,500 76.81 price at the date of exercise - N.A. 72,800 244.80 k. weighted average remaining - N.A. 2.36 N.A. contractual life (years) - N.A. 3.55 N.A.

Particulars Senior ESOP 2004 Long Term Retention ESOP 2005 Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning of year 998,226 49.24 700,000 75.61 1,091,498 52.96 700,000 75.61 b. granted during the year - - - - 62 52.96 - - c. exercised during the year 163,325 16.76 - - 93,330 33.24 - - d. forfeited during the year ------e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the Year 834,901 55.60 700,000 75.61 998,230 49.24 700,000 75.61 h. exercisable at the end of the year 391,329 50.81 ------i. number of equity shares of Rs. 5 each fully 834,901 N.A. 700,000 N.A. paid up to beissued on exercise of option 998,230 N.A. 700,000 N.A. j. weighted average share price at the 163,325 76.81 - N.A. date of exercise 93,330 243.70 - N.A. k. weighted average remaining contractual life 2.51 N.A. 1.56 N.A. (years) 3.62 N.A. 2.56 N.A.

Particulars ESOP 2005 Strategic Acquisition ESOP 2005

Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning of the year 492,864 20.00 10,000 22.15 533,064 208.84 55,000 22.15 b. granted during the year ------c. exercised during the year 201,667 20.00 - - - - 45,000 22.15 d. forfeited during the year 23,800 20.00 - - 40,200 141.72 - - e. expired during the year ------106 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars ESOP 2005 Strategic Acquisition ESOP 2005

Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) f. additions pursuant to bonus Issue ------g. outstanding at the end of the year 267,397 20.00 10,000 22.15 492,864 20.00 10,000 22.15 h. exercisable at the end of the year 267,397 20.00 10,000 22.15 - N.A. 10,000 22.15 i. number of equity shares of Rs. 5 each fully 267,397 N.A. 10,000 N.A. paid up to be issued on exercise of option 492,864 N.A. 10,000 N.A. j. weighted average share price 201,667 76.81 - N.A. at the date of exercise N.A. N.A. 45,000 244.80 k. weighted average remaining 1.85 N.A. - N.A. contractual life (years) 2.85 N.A. 0.01 N.A.

Particulars ESOP 2006 ESOP (A) 2007

Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning 361,480 2.50 1,287,400 5.00 of the year 509,280 2.50 1,490,500 221.31 b. granted during the year ------c. exercised during the year - - 780,375 5.00 100,000 2.50 - - d. forfeited during the year 58,460 2.50 65,550 5.00 47,800 2.50 203,100 221.31 e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the year 303,020 2.50 441,475 5.00 361,480 2.50 1,287,400 5.00 h. exercisable at the end of the year 303,020 2.50 136,012 5.00 312,080 2.50 - - i. number of equity shares of Rs. 5 each fully 303,020 N.A. 441,475 N.A. paid up to be issued on exercise of option 361,480 N.A. 1,287,400 N.A. j. weighted average share price at the - N.A. 780,375 76.81 date of exercise 100,000 58.60 - N.A. k. weighted average remaining 0.00 N.A. 2.85 N.A. contractual life (years) 0.79 N.A. 3.85 N.A.

107 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars ESOP 2007 SAR Options Weighted Options Weighted Average Price Average Price (Numbers) (Rs.) (Numbers) (Rs.) a. outstanding at the beginning of the year 1,670,000 42.45 - - - - 49,348 5 b. granted during the year - - - - 1,670,000 42.45 - - c. exercised during the year ------36,808 5 d. forfeited during the year ------12,540 5 e. expired during the year ------f. additions pursuant to bonus issue ------g. outstanding at the end of the year 1,670,000 42.45 - - 1,670,000 42.45 - - h. exercisable at the end of the year ------i. number of equity shares of Rs. 5 each fully 1,670,000 42.45 - N.A. paid up to be issued on exercise of option 1,670,000 42.45 - N.A. j. weighted average share price - N.A. - N.A. at the date of exercise - N.A. 36,808 56.10 k. weighted average remaining 5.63 N.A. - - contractual life (years) 6.63 N.A. - - There were no reportable details in respect of ESOP 2003, ESOP (B) 2007 and ESPP 2007. Previous year figures are in italics. Note: The equity shares pursuant to options granted under this scheme were allotted in the past and were administered through the TV18 Employee Welfare Trust. Accordingly, there has been no further allotment of equity shares pursuant to the exercise of these options. B. Web 18 Holdings Limited a) Web18 Holdings Limited Share Options Plan (ESOP Plan) The employees of the Web Group have been granted options, which have been fully vested under the ESOP Plan of Web 18 Holdings Limited. Each option entitles the grantee to one Class B ordinary share of USD 0.00374 each at an exercise price of USD 1 each. These options become exercisable by the grantee in four equal installments as follows: i) 25% of the vested options on 15 April 2009 ii) 25% of the vested options on 15 April 2010 iii) 25% of the vested options on 15 April 2011 iv) balance 25% of the vested options on 15 April 2012. Details of Option numbers and weighted average prices are as given below. Web18 Holdings Limited Share Options Plan (ESOP Plan) Year ended 31 March, 2010 Year ended 31 March, 2009 Particulars Shares Weighted Weighted Shares Weighted Weighted arising out of average average arising out of average average options exercise price remaining options exercise remaining contractual life price contractual life (USD) (Years) (USD) (Years) Outstanding, at the 11,617,118 1.00 3.04 - - - beginning of the year Granted 170,000 1.00 - 11,617,118 1.00 - Forfeited 1,474,000 1.00 - - - - Exercised ------Outstanding, at the 10,313,118 1.00 2.04 11,617,118 1.00 3.04 end of the year Exercisable at the end 2,578,280 1.00 2.04 - - - of the year

108 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

b) Memorandum of Understanding with Rishi Khiani (MOU) A subsidiary of the Group had entered into the MOU on 14 July, 2006. In accordance with the MOU, Rishi Khiani is entitled to certain share based payments for being in continuous employment with the Group for a period of 36 months. Of these share based payments, 420,000 (Previous year 280,000) equity shares have been vested upto 31 March, 2010. Further, 280,000 equity shares (Previous year 280,000) have issued upto 31 March, 2010. C. Infomedia 18 Limited Employee Stock Option Plan (ESOP) 2004 Infomedia has provided share based payment schemes to its employees. During the year ended 31 March, 2010 the following schemes were in operation: Particulars Employee Stock Option Plan 2004 Year in which scheme was established 2004 Number of options authorised to be granted 494,000 Exercise price Grant 1 86.85 Grant 2 141.45 Grant 3 150.80 Grant 4 180.50 Grant 5 154.05 Grant 6 209.85 Vesting date Grant 1 24 October, 2005 (1 Year) 40,000 30 May, 2006 (1 Year & 217 days) 60,000 31 March 2006 (1 Year & 157 days) 32,000 31 March 2007 (2 Years & 157 days) 32,000 Grant 2 30 May, 2006 (1 Year & 21 days) 20,000 30 May, 2007 (2 Years & 21 days) 80,000 Grant 3 27 October, 2006 (1 Year) 77,750 27 October, 2007 (2 Years) 77,750 Grant 4 26 October, 2007 (1 Year) 8,750 26 June, 2008 (2 Years) 8,750 Grant 5 26 October, 2007 (1 Year) 9,250 26 October, 2008 (2 Years) 9,250 Grant 6 21 November, 2008 (1 Year) 19,250 21 November, 2009 ( 1 Year) 19,250 Vesting requirements Should be in service at date of vesting Exercise period Three Years Un-granted options cancelled during the previous year Nil

Un-granted options Nil This scheme (ESOP 2004) is covered under the approval of the shareholders vide their Annual General Meeting held on July 28, 2004 as modified at Extra Ordinary General Meeting held on 20 January, 2005 and Annual General Meeting held on October 10, 2006. The details of activity under the plan are summarized below: Year ended 31 March, 2010 Year ended 31 March, 2009 No. of Weighted No. of Shares Weighted Average Shares Average Exercise Price Exercise Price (Rs.) (Rs.) a. outstanding at the beginning of the year 47,250 187.06 187,250 158.89 b. grant during the year - - - - c. exercised during the year - - 111,250 142.80 d. no of options lapsed 10,500 186.66 28,750 174.88 e. outstanding at the end of the year 36,750 187.17 47,250 187.06 f. exercisable at the end of the year 36,750 - 27,750 - g. weighted average remaining contractual life (in 1.46 - 2.29 - years)

h. weighted average fair value of the options 37.26 - 38.37 - granted (Rs.)

109 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Details of exercise price for stock options outstanding at the end of the year are: Year End Range of Exercise Price No. of Options Out- Weighted average Weighted average (Rs.) standing remaining contractual life exercise price (in years) (Rs.)

31 March, 2010 150.80 to 209.85 36,750 1.46 187.17 31 March, 2009 150.80 to 209.85 47,250 2.29 187.06

Employee Stock Option Plan 2007 (ESOP 2007) Particulars Employee Stock Option Plan 2007 (ESOP 2007)

Date of Grant/Board Approval 2 April 2009 No of Options Granted 967,500 Exercise price Rs. 10 Method of Settlement Equity Vesting Period 1 April, 2010 (1 year) 387,000

1 April, 2011 (2 year) 290,250 1 October, 2011 290,250 (2 years & 6 months) (2 year 6 months) Exercise Period Three Years

Un-granted options Nil

This scheme (ESOP 2007) is covered under the approval of the shareholders vide their Extra-Ordinary General Meeting held on January 10, 2008. The details of activity under the plan are summarised below: Year ende 19,250 d 31 March, 2010 Year ended 31 March, 2009 No. of Shares Weighted Average No. of Shares Weighted Average Exercise Price Exercise Price (Rs.) (Rs.) a. outstanding at the beginning of the year - - - - b. grant during the year 967,500 10.00 - - c. exercised during the year - - - - d. no of options lapsed 56,500 10.00 - - e. outstanding at the end of the year 911,000 10.00 - - f. exercisable at the end of the year - - - - g. weighted average remaining contractual 2.38 - - - life (in years) h. weighted average fair value of the options 0.95 - - - granted (Rs.)

Details of exercise price for stock options outstanding at the end of the year are: Year End Range of Exercise Price No. of Options Weighted average Weighted average (Rs.) Outstanding remaining contractual life exercise price (in years) (Rs.) 31 March, 2010 10.00 911,000 2.38 10.00 31 March, 2009 - - - - Details of exercise price for stock options outstanding at the end of the year are: ESOP Scheme Range of Exercise Price No. of Options Weighted average Weighted average (Rs.) Outstanding remaining contractual life exercise price (in years) (Rs.) ESOP 2004 150.80 to 209.85 36,750 1.46 187.17 ESOP 2007 10.00 911,000 2.38 10.00 Since the enterprise used the intrinsic value method, the impact on the reported net profit and earnings per share by applying the fair value based method needs to be disclosed. 110 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

D. Proforma Accounting for Stock Option Grants The Group applies the intrinsic value-based method of accounting for determining compensation cost for its stock-based compensation plans. Had the compensation cost been determined using the fair value approach, the net profit/(loss) and basic and diluted earnings per share as reported would have been revised to the proforma amounts as indicated: (Amounts in Rs. Million) Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Net Profit/(Loss) after tax as reported (1,172.07) (1,663.64) i. Add: Stock based employee compensation expense debited to Profit and Loss account 37.91 64.00 ii. Less: Stock based employee compensation expense based on fair value 78.38 186.62 b. Difference between (i) and (ii) 40.47 122.62 c. Adjusted proforma profit /(loss) (1,212.54) (1,786.26) d. Difference between (a) and (c) 40.47 122.62 e. Basic earnings/(loss) per share as reported (8.85) (13.89) f. Proforma basic earnings/(loss) per share (9.16) (14.91) g. Diluted earnings/(loss) per share as reported (8.85) (13.89) h. Proforma diluted earnings/(loss) per share (9.16) (14.51)

i. The fair value of the options granted by the Parent and Infomedia, calculated by an external valuer, was estimated on the date of grant using the Black-Scholes model with the following significant assumptions: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Risk free interest rates (in %) 4.44% - 6.36% 4.6% - 7.34% b. Expected life (in years) 0.25-4.23 1 – 9 c. Volatility (in %) 37.81% - 71.80% 38.59% - 67.44% d. Dividend yield (in %) 2.99%-4% 0.4% - 8.8%

The volatility of the options is based on the historical volatility of the share price since the equity shares are publicly traded and has been calculated on the basis of the share price and trading volume data. ii. The fair value of the options under the ESOP plan of the Web Group, calculated by an external valuer, was estimated on the date of grant using the Binomial Tree Approach with the following significant assumptions: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Risk free interest rates (in %) 1.00 1.00 b. Expected life (in years) 3.00 3.00 c. Volatility (in %) 52.50 52.50 d. Dividend yield (in %) 0.00 0.00

Volatility is estimated considering historical volatility of the adjusted share prices of listed comparable companies over the most recent period that is commensurate with the management’s estimate of the expected life of the option. iii. Details of weighted average exercise price and fair value of the stock options granted by Parent at price below market price: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Total options granted - 535,000

b. Weighted average exercise price (in - 5.00 Rs.) c. Weighted average fair value (in Rs.) - 47.30

111 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

iv. Details of weighted average exercise price and fair value of the stock options granted by Parent at market price: Particulars Year ended Year ended 31.03.2010 31.03.2009 a. Total options granted - 1,135,000 b. Weighted average exercise price (in Rs.) - 60.10 c. Weighted average fair value (in Rs.) - 29.43

16. Earnings per share Basic earnings per equity share have been computed by dividing net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share have been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year. The reconciliation between basic and diluted earnings per equity share is as follows: Particulars Units Year ended Year ended 31.03.2010 31.03.2009 a. Net profit/(loss) after tax Rs. (1,172,068,328) (1,663,640,500) b. Weighted average of number of equity shares used in computing No. of shares 132,399,190 119,777,128 basic earnings per share c. Basic earnings/(loss) per share (a/b) Rs. (8.85) (13.89) d. Weighted average of the number of shares under options No. of shares - 5,132,757 e. Adjustment for weighted average number of shares that would No. of shares 1,213,690 (1,774,664) have been issued at fair value f. Weighted average number of equity shares used in computing No. of shares 133,612,880 123,135,221 diluted earnings per share (b+d+e)* g. Diluted earnings per share* Rs. (8.85) (13.89) h. Effect of potential equity shares* Rs. 0.08 0.38 *Since the effect of potential equity shares under options is anti dilutive, these have not been considered for calculation of earnings per share. 17. Goodwill on consolidation During the year ended 31 March, 2010 the Company acquired additional 15.91% of the share capital (Class A shares) in Web 18 Holding through its wholly owned subsidiary TEMIL by which the total share holding in Web 18 Holding increased to 26.97% (Previous year 13.88%) and has recognised goodwill on consolidation amounting to Rs. 2,327.38 million pursuant to this acquisition. Further goodwill on consolidation includes Rs. 2,505.92 million (Previous year Rs. 2,209.66 million) arising on acquisition of Infomedia. 18. Minority interest Minority interest liability of Rs. 299,843,910 (Previous year Rs. 28,555,696) as at 31 March, 2010 represents the interest of the minority shareholders with an aggregate shareholding of 15.73% (Previous year 18.55%) in Web 18 Holdings Limited, 8.05% (Previous year 8.05%) in the subsidiary e-Eighteen.com Limited, 20.03% (Previous year 20.03%) in the subsidiary Television Eighteen Commoditiescontrol. com Limited, 10% (Previous year 10%) in Care Websites Private Limited, 40% (Previous year 40%) in Big Tree Entertainment Private Limited, 0.85% (Previous year 0.85%) in iNews.com Limited, 22.50% (Previous year 22.50%) in Newswire18 Limited, 51.89% Infomedia 18 Limited (also refer to Note 9). The break-up of the minority interest balance as at 31 March, 2010 is as follows: (All amounts in Rupees) Particulars Year ended Year ended 31.03.2010 31.03.2009 Opening balance 28,555,696 448,880,935 Add/ (less): Adjustment on account of transfer of subsidiary - 641,144 Add/(less): Minority’s share of accumulated profit/(loss) 400,472,085 (108,199,538) Add/(less): Minority’s interest in capital of subsidiary acquired during the year - 46,382,590 Add/(less): Minority’s share related to share premium 352,570,824 71,304,215 Add/(less): Minority’s share related to changes in equity 255,887,797 7,777,430 Add/(less): Minority’s share related to exchange translation reserve 6,847,031 - Add/(less): Minority’s share related to capital reserve 73,788,546 - Add/(less): Share in current year profit/ (loss) (242,589,118) (185,393,089) Add/(less): Preference shares held by minority issued/ (redeemed) 2,129,254 (399,700,000) Add/(less): Appropriation adjustment of minority interest (578,461,147) 146,862,009 Add/(less): Others 11,421,087 - Closing balance 310,649,055 28,555,696

112 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

19. Television Eighteen Mauritius Limited- Mauritius Under the current Mauritius Legislation, TEML is subject to income tax at the rate of 15% but is entitled to a tax credit for the foreign taxes equivalent to the greater of the actual foreign taxes paid and 80% of Mauritius tax payable on its foreign source income. 20. Web 18 Holdings Limited – Cayman Island There are no taxes on income or gains in the Cayman Islands and the Company has received an undertaking from the Governor in Cabinet of the Cayman Islands exempting it from all local income, profits and capital taxes for a period of twenty years from 9 May 2006. Accordingly, no provision for income taxes is included for the Company in these financial statements. 21. E-18 Limited - Cyprus In accordance with the provisions of the Cyprus Income Tax Laws, E 18 Limited - Cyprus’s chargeable profits, as adjusted for tax purposes, are liable to corporation tax at the rate 10%. Furthermore, E 18 Limited - Cyprus is subject to 10% special contribution levied on interest receivable other than that arising out of the ordinary course of business and closely related activities of E 18 Limited - Cyprus. 22. Deferred tax Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws. a) Break up of deferred tax liabilities and reconciliation of current year’s deferred tax: (All amounts in Rupees) Opening Deferred tax (Charged)/ Closing Balance on Companies Credited to Balance acquired P&L DEFERRED TAX LIABILITY Deferred Tax Liabilities Tax impact of difference between carrying amount of fixed (25,561,337) - 9,128,007 (16,433,330) assets in the financial statements and the income tax - (33,157,776) 7,596,439 (25,561,337) return Fiscal allowance on investments (20,121,414) 20,121,414 - - - (20,539,255) 417,841 (20,121,414) Total (A) (45,682,751) 20,121,414 9,128,007 (16,433,330) - (53,697,031) 8,014,280 (45,682,751) Deferred Tax Assets Tax impact of expenses charged in the financial state- 8,047,342 - (2,213,579) 5,833,763 ments but allowable as deductions in future years under - 9,999,745 (1,952,403) 8,047,342 the provisions of income tax legislation Provision for doubtful debts 1,082,736 - (479,269) 603,467 - 18,301,898 (17,219,162) 1,082,736 Brought forward business losses to be set off in future - - - - years - - - - Total (B) 9,130,078 - (2,692,848) 6,437,230 - 28,301,643 (19,171,565) 9,130,078 Total (A-B) (36,552,673) 20,121,414 6,435,159 (9,996,100) - (25,395,388) (11,157,285) (36,552,673) b) Break up of deferred tax assets and reconciliation of current year’s deferred tax: (All amounts in Rupees) Opening Bal- Deferred tax (Charged)/ Closing ance on Companies Credited to Balance acquired P&L DEFERRED TAX ASSETS Deferred Tax Liabilities Tax impact of difference between carrying amount of fixed as- (92,324,533) - 25,037,921 (67,286,612) sets in the financial statements and the income tax return (108,594,493) - 16,269,960 (92,324,533) Fiscal allowances on Investments - - - - ­- - - - Total (C) (92,324,533) - 25,037,921 (67,286,612) (108,594,493) - 16,269,960 (92,324,533)

113 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Opening Deferred tax (Charged)/ Closing Balance on Companies Credited to Balance acquired P&L DEFERRED TAX LIABILITY Deferred Tax Assets Tax impact of expenses charged in the financial state- 182,016,473 - (72,543,953) 109,472,520 ments but allowable as deductions in future years under 57,006,596 - 125,009,877 182,016,473 the provisions of income tax legislation Provision for doubtful debts 52,397,173 - (5,942,015) 46,455,158 36,730,067 - 15,667,106 52,397,173 Total (D) 234,413,646 - (78,485,968) 155,927,678 93,736,663 - 140,676,983 234,413,646 Total (C-D) 142,089,113 - (53,448,047) 88,641,066 (14,857,830) - 156,946,943 142,089,113 Note: Previous year figures are in italics. 23. Employee Benefits a. Description of the Gratuity plan The gratuity liability arises on retirement, withdrawal, resignation or death of an employee. The aforesaid liability is calculated on the basis of fifteen days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service subject to completion of five years of service. b. Defined Benefit Plans/Compensated absences The present value of defined benefit obligations/compensated absences and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as under: (Amounts in Rupees) Particulars 31.03.2010 31.03.2009 Gratuity benefits Compensated absences Gratuity benefits Compensated absences Change in benefit obligations: Present value of obligation at 107,918,134 71,839,588 28,768,380 30,009,063 the beginning of the year Obligation on account of compa- - - 52,924,655 20,308,446 nies acquired during the year Adjustment on account of sale 238,619 - - - of joint venture Current service cost 16,161,519 10,770,422 16,631,349 17,661,836 Interest cost 8,057,732 5,329,093 4,413,588 2,879,045 Actuarial (gain)/loss (20,263,239) (176,138) 10,093,563 13,476,071 Benefits paid (7,502,844) (34,597,632) (4,913,401) (12,494,873) Present value of obligation at 104,609,921 53,165,333 107,918,134 71,839,588 the year end

(Amounts in Rupees) Particulars 31.03.2010 31.03.2009 Gratuity benefits Compensated absences Gratuity benefits Compensated absences Change in plan assets: Fair value of plan assets at the 48,025,190 - 12,445,507 - beginning of the year Fair value of plan assets related - - 37,148,106 - to companies acquired during the year Expected return on plan assets 3,851,745 - 2,834,610 - Employer’s contributions 10,075,727 - 2,977,550 - Benefits paid (6,325,662) - (4,797,901) - Actuarial gain/ (loss) (1,304,661) - (2,582,682) - Fair value of plan assets at the 54,322,339 48,025,190 year end* - - *compensated absences not funded

114 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars 31.03.2010 31.03.2009 Gratuity benefits Compensated absences Gratuity benefits Compensated absences Net liability: Present value of obligation at 104,609,921 53,165,333 107,918,134 71,839,588 the year end Fair value of plan assets at the 54,322,339 - 48,025,190 - year end Benefits paid by the Infomedia - - 4,401,642 - Group on behalf of the fund 50,287,582 53,165,333 55,491,302 71,839,588 Expenses recognised in the profit and loss account: Current service cost 16,161,519 10,770,422 16,631,349 17,661,836 Interest cost 8,057,732 5,329,093 4,413,588 2,879,045 Net actuarial (18,958,578) (176,138) 12,676,245 13,476,071 (gain)/loss Expected return on plan (3,851,745) - (2,834,610) - assets Net cost** 1,408,928 15,923,377 30,886,572 34,016,952 **included in personnel expenses Particulars 31.03.2010 31.03.2009 Gratuity benefits Compensated absences Gratuity benefits Compensated Absences Actuarial assumptions used: Discount rate 8% 8% 7-8.2% 7-8.2% Expected salary escalation rate 6% 6% 6% 6% Expected rate of return 8.50% - 8% - Mortality table LIC (1994-96) duly modified LIC (1994-96) duly modified Retirement age 60 Yrs 60 Yrs Withdrawal rates Age Percentage Age Percentage Upto 30 Years 3 Upto 30 Years 3 Upto 44 Years 2 Upto 44 Years 2 Above 44 Years 1 Above 44 Years 1 Notes: 1. The discount rate is based on the prevailing market yield of Indian Government securities as at the balance sheet date for the estimated term of obligations. 2. The expected return is based on the expectation of the average long term rate of return on investments of the fund during the estimated term of the obligations. 3. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. 4. Plan assets pertaining to the parent and Web Group mainly comprise funds managed by the insurer i.e. ING Vysya Life Insurance Company Limited. 20% of the plan assets are invested in the Liquid Fund while 80% are invested in the Secure Fund. The portfolio composition of these funds is as follows: Liquid fund % Secure fund % Liquid fund % Secure fund % 31.03.10 31.03.10 31.03.09 31.03.09 Corporate debt 99.98% - 99.64% - Mutual fund / cash 0.02% - 0.36% - Government securities - 13.40% - 23.54% Corporate bonds - 62.99% - 53.21% Equity - 16.56% - 15.75% Money market - 7.05% - 7.50% Total 100% 100% 100% 100%

The major categories of plan assets as a percentage of the fair value of total plan assets in case of Infomedia Group are as follows:

115 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars 2009-2010 2008-2009 Gratuity % Gratuity % Group Gratuity Funds 81.52 80.63 Special Deposits with Banks 18.12 18.99 Securities 0.36 0.38

24. Related party disclosures a. List of related parties Name Relationship 1. Network18 Media & Investments Limited (Network 18) Holding (formerly Network 18 Fincap Limited) (by virtue of control) 2. BK Holdings Limited, Mauritius (BKH) w.e.f. 17 May 2007 Subsidiary1 (Held for disposal) 3. Capital 18 Limited, Mauritius (Capital 18) w.e.f. 6 June, 2007 Subsidiary1 (Held for disposal) 4. Capital18 Acquisition Corp., Cayman Islands (C18 AC) w.e.f. 28 November, 2007 Subsidiary2 5. Colosceum Media Private Limited (Colosceum) w.e.f. Subsidiary2 15 February, 2008 (formerly RVT Software Private Limited) 6. Webchutney Studio Private Limited (Webchutney) w.e.f. 10 December, 2007 upto 13 March, 2009 Subsidiary2 7. Stargaze Entertainment Private Limited (Stargaze) w.e.f. 18 February, 2008 Subsidiary2 8. Juxt Consult Research and Consulting Private Limited w.e.f 10 December, 2007 upto 13 March, 2009 Subsidiary2.1 9. Goosefish Media Ventures Private Limited (Goosefish) w.e.f 10 December, 2007 upto 13 March, Subsidiary2.1 2009 10. Blue Slate Media Private Limited w.e.f 10 December, 2007 upto 13 March, 2009 Subsidiary7 11. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 27 November, Fellow Subsidiary 2006 (name changed w.e.f. 2 April, 2008) (see 22 below) 12. Network 18 Holdings Limited, Cayman Islands (NHL) (formerly TV18 Holdings Limited) Fellow subsidiary 13. network 18 India Holdings Private Limited (N-18 Holding) w.e.f. 14 August, 2007 Fellow subsidiary 14. Setpro18 Distribution Limited (Setpro) (formerly Setpro Holdings Private Limited) Fellow subsidiary 15. RVT Media Private Limited (RVT Media) w.e.f. 1 January, 2008 Fellow subsidiary3 16. TV18 HSN Holdings Limited (TV18 HSN Holding) (formerly 18 Holdings Cyprus Limited) Fellow subsidiary4 17. TV18 Home Shopping Network Limited (TV18 HSN) (formerly TV18 Home Shopping Network Fellow subsidiary5 Private Limited) (name changed w.e.f 10 June, 2008) 18. The Indian Film Company, Guernsey (TIFC) w.e.f. 7 September, 2009 Fellow subsidiary9 19. The Indian Film Company (Cyprus) Limited (TIFC, Cyprus) w.e.f. 7 September, 2009 Fellow subsidiary10 20. IFC Distribution Private Limited. w.e.f.7 September, 2009 Fellow subsidiary11 21. Mobilenxt Teleservices Private Limited (Mobilenxt Tele) w.e.f. 11 November, 2007, till 29 Associate September, 2008 22. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 22 January, Associate8 2009 (name changed w.e.f. 2 April, 2008) 23. Viacom 18 Media Private Limited (Viacom) w.e.f 6 November 2007 upto 30 September, 2008 JV6 (formerly MTV Networks India Private Limited) 24. Jagran 18 Publications Limited (Jagran) (w.e.f. 10 March, 2008) Joint Venture (JV) 25 Reed Infomedia India Private Limited w.e.f. 21 August 2008 JV12 26. JobStreet.Com India Private Limited (Jobstreet) JV13 27. Raghav Bahl (RB) Key Managerial Per- (Also exercises control by virtue of having a substantial indirect interest in the voting power of sonnel (KMP) the Parent) 28. Sanjay Ray Chaudhuri (SRC) KMP 29. Haresh Chawla (HC) KMP 30. Subhash Bahl (SB) Relative of KMP (RB) 31. Janhavi Chawla (JC) Relative of KMP (HC) 32. Ritu Kapur (RK) Relative of KMP (RB) 33. Vandana Malik (VM) Relative of KMP (RB) 34. SGA News Limited (SGA-N) w.e.f. 15 January, 2006 upto 18 December, 2008 Entity under significant influence of KMP (RB)

116 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Name Relationship 35. RRB Holdings Private Limited (RRB Holding) Entity under significant influence of KMP (RB) 36. BK Media Private Limited (BKM) Entity under significant influence of KMP (RB) 37. Network18 Publications Limited (N18 PPL) w.e.f. 11 July, 2007 (formerly network18 Publications Entity under significant Private Limited) (name changed w.e.f. 11 December, 2008) influence of KMP (RB) 38. IBN Lokmat News Private Limited (IBN Lokmat) w.e.f. 11 June, 2007 Entity under significant (formerly RVT Finhold Private Limited) influence of KMP (RB) 39. Greycells18 Media Limited (Greycells) Entity under significant (formerly, greycells18 Media Private Limited) (name changed w.e.f. 8 April, 2009) influence of KMP (RB) 40. India International Film Advisors Private Limited (IIFA) (formerly RB Fincap Private Limited) Entity under significant influence of KMP (RB) 41. VT Holdings Private Limited (VT Holdings) Entity under significant influence of KMP (RB) 42. VT Softech Private Limited (VT Softech) w.e.f 13 August, 2007 Entity under significant influence of KMP (RB) 43. Media Venture Capital Trust – II (MVCT) Entity under significant influence of KMP (SRC) 44. Capital18 Media Advisors Private Limited (C 18 Media) w.e.f 30 July, 2007 Entity under significant influence of KMP (SRC) 45. Tangerine Digital Entertainment Private Limited (Tangerine) Entity under significant influence of KMP (RB) 46. The Network18 Trust (N 18 Trust). Entity under significant influence of KMP (RB) 47. Digital18 Media Limited w.e.f.16 April, 2007 (Digital18) (formerly Digital 18 Media Private Lim- Entity under significant ited) (name changed w.e.f.10 June, 2009) influence of KMP (RB) 48. VT Investments Private Limited (VT Investments) Entity under significant influence of KMP (RB) 49. Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited ) w.e.f Entity under significant 01 October, 2008 influence of KMP (RB) 50. RVT Holdings Private Limited (RVT Holdings) Entity under significant influence of Relative of KMP (RB)

Notes: 1. Subsidiary of TEML 2. Subsidiary of Capital 18. Capital 18 is held for disposal. 2.1 Subsidiary of Webchutney 3. Subsidiary of Fellow subsidiary IBN 4. Subsidiary of Fellow subsidiary NHL 5. Subsidiary of Fellow subsidiary TV 18 HSN Holding 6. Joint Venture of step down subsidiary BKH. BKH is held for disposal by TEML 7. Subsidiary of Goosefish 8. Associate of RVT 9. Subsidiary of Network 18 10. Subsidiary of fellow Subsidiary (TIFC) 11. Subsidiary of fellow Subsidiary (TIFC, Cyprus) 12. Joint Venture of Infomedia 18 (formerly Infomedia India Limited) 13. Joint Venture of step down subsidiary (E 18, Cyprus)

117 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited b. Transactions / balances outstanding with related parties Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (i) Transactions during the year Income from operations and other income 1. Network 18 29,300,812 - - - - - (28,710,241) - - - - - 2. TV18 HSN - - 21,621,044 - - - - - (55,712,633) - - - 3. IBN - - - 210,211,118 - - - - (85,336,250) (17,054,042) - - 4. Mobilenxt Tele ------(16,928,162) - - 5. Viacom - - - - 104,545,106 - - - - (64,625,819) (37,883,140) - 6. SGA-N - - - - 3,138,081 -

- - - - (1,200,000) - 7. N18 PPL - - - - 5,285,896 - - - - - (8,200,080) - 8. MVCT ------(95,000,000) - 9. N 18 Trust - - - - 217,400,000 - - - - - (578,000,000) - 10. Digital18 - - - - 96,442,014 ------11. Capital 18 - 720,251 ------12. Reed ------(22,101,083) - - 13. Others - - 221,704 - 26,176,378 - - - (35,472) - (48,452,379) - Total 29,300,812 720,251 21,842,748 210,211,118 452,987,475 - (28,710,241) - (141,084,355) (120,709,106) (768,735,599) - Interest expenses 1. SGA-N ------(127,523) - 2. Network 18 4,128,151 ------3. IBN - - - 1,914,481 ------

118 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 4. BKH - 14,076,576 ------Total 4,128,151 14,076,576 - 1,914,481 - -

- - - - (127,523) - Reimbursement of expens- es (received) 1. Network 18 30,659,732 - - - - - (136,351,145) - - - - - 2. Setpro - - 1,020,933 - - - - - (712,037) - - - 3. TV18 HSN - - 12,435,345 - - - - - (13,486,861) - - - 4. IBN - - - 158,948,034 - - - - (128,506,864) (25,701,373) - - 5. SGA-N ------(27,275,741) - 6. IBN Lokmat - - - - 25,527,702 - - - - - (22,562,452) - 7. Digital18 - - - - 30,452,209 - - - - - (1,797,045) - 8. Others - - - 5,735,648 - - - - (1,751,424) (6,018,848) - Total 30,659,732 - 13,456,278 158,948,034 61,715,559 - (136,351,145) - (142,705,762) (27,452,797) (57,654,086) - Reimbursement of expenses (paid) 1. Network 18 122,750,584 - - - - - (125,824,518) - - - - - 2. TV18 HSN - - 1,509,927 - - - - - (53,851) - - - 3. IBN - - - 98,252,001 - - - - (155,831,455) (31,166,292) - - 4. SGA-N ------(1,352,197) - 5. VT Softech ------(507,469) - 6. N18 PPL - - - - 188,500 - - - - - (1,291,016) -

119 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 7. Setpro - - 333,000 - - - - - (4,787) - - - 8. Digital18 - - - - 8,874,980 ------9. Viacom - - - - 6,327,701 ------10. Webchutney - 1,200,008 ------11. Reed - - - 3,000,000 - - - - - (270,694) - - 12. Others - - - - 404,800 - - - - (14,389) (352,627) - Total 122,750,584 1,200,008 1,842,927 101,252,001 15,795,981 - (125,824,518) - (155,890,093) (31,451,375) (3,503,309) - Expenditure for services received 1. Network 18 39,346,005 - - - - - (14,194,787) - - - - - 2. Setpro - - 517,413,346 - - - - - (298,471,687) - - - 3. IBN - - - 25,661,269 - - - - (25,752,169) (5,137,226) - - 4. Viacom - - - - 2,441,263 - - - - (2,548,731) (6,312,258) - 5. C 18 Media ------(6,123,020) - 6. Tangerine ------(5,500,000) - 7. Raghav Bahl ------(213,777) 8. Sanjay Ray Chaudhuri - - - - - 4,632,658 - - - - - (4,488,000) 9. Haresh Chawla - - - - - 4,199,634 - - - - - (8,844,600) 10. Janhavi Chawla - - - - - 1,438,800 - - - - - (1,438,800) 11. Ritu Kapur - - - - - 2,016,583 - - - - - (1,886,327) 12. N18 PPL - - - - 3,654,000 ------

120 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 13. Digital18 - - - - 8,925,707 ------14. Others - - 207,355 - - - - - (197,340) - - - Total 39,346,005 - 517,620,701 25,661,269 15,020,970 12,287,675 (14,194,787) - (324,421,196) (7,685,957) (17,935,278) (16,871,504) Dividend paid 1. Network 18 ------(40,881,830) - - - - - Total ------(40,881,830) - - - - - Loans/advances given during the year 1. Network 18 ------(36,000,000) - - - - - 2. Jagran ------(5,550,000) - - 3. N 18 PPL ------(10,000,000) - 4. VT Softech ------(12,148,989) - 5. Mobilenxt Tele ------(809,914) - - 6. IBN - - - 1,885,000,000 ------7. Capital 18 - 31,731,200 ------8. Others ------(1,000,000) - Total - 31,731,200 - 1,885,000,000 - - (36,000,000) - - (6,359,914) (23,148,989) - Loan/advance received back/settled during the year 1. Mobilenxt Tele ------(809,914) - - 2. N18 PPL - - - - 3,800,000 - - - - - (3,400,000) - 3. VT Softech ------(14,173,797) -

121 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 4. Viacom ------(26,010,657) - - 5. Network18 36,000,000 ------6. IBN - - - 500,000,000 ------Total 36,000,000 - - 500,000,000 3,800,000 - - - - (26,820,571) (17,573,797) - Loan/ advances repaid during the year 1. VT Softech - - - - 8,134,317 ------2. Stargaze - 176,500,000 ------Total - 176,500,000 - - 8,134,317 ------Loan/advances received during the year 1. Stargaze - 176,500,000 ------2. BKH - 168,466,529 ------Total - 344,966,529 ------Investments made in equi- ty shares during the year 1. IBN - - - 255,000,000 - - - - - (1,275,000,000) - - 2. VT Investments ------(36,000) - Total - - - 255,000,000 - - - - - (1,275,000,000) (36,000) - Investments made in preference shares during the year 1. VT Investments ------(290,000,000) - Total ------(290,000,000) - Investments made in units of venture capital fund

122 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 1. MVCT - - - - 239,400,000 - - - - - (1,607,800,000) - 2. N 18 Trust ------(270,000,000) - Total - - - - 239,400,000 - - - - - (1,877,800,000) - Investments made in con- vertible warrants during the year 1. IBN ------(25,500,000) - - Total ------(25,500,000) - - Sale of equity shares during the year of 1. Mobilenxt Tele ------(151,190,000) - - 2. VT Investments ------(36,000) - Total ------(151,190,000) (36,000) - Sale of equity shares during the year to 1. Raghav Bahl ------(36,000) Total ------(36,000) Sale of preference share during the year of 1. VT Investments ------(290,000,000) - Total ------(290,000,000) - Equity warrants convert- ed during the year (In- cluding share premium) 1 N-18 Holding ------(39,800,000) - - - Total ------(39,800,000) - - -

123 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Equity warrant applica- tion money refunded/ (received) 1. N-18 Holding ------(1,791,000,000) - - - Total ------(1,791,000,000) - - - Share application money paid during the year 1. N-18 Holding ------(1,685,000,000) - - - 2. IBN - - - 357,626,788 - - - - - (229,500,000) - - 3. VT Investments ------(54,000,000) - Total - - - 357,626,788 - - - - (1,685,000,000) (229,500,000) (54,000,000) Share application money refunded during the year 1. N-18 Holding - - 2,263,000 - - - - - (1,685,000,000) - - - 2. VT Investments ------(54,000,000) - Total - - 2,263,000 - - - - - (1,685,000,000) - (54,000,000) - Payments made on re- demption of debentures during the year 1. Network 18 ------(4,827,823) - - - - - Total ------(4,827,823) - - - - - 1. VT Softech ------(1,307,688) - Total ------(1,307,688) - Purchase of Fixed Asset 1. Reed - - - 921,352 ------

124 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) Total - - - 921,352 ------(ii) Balances at the year end Debtors outstanding at year end 1. Network 18 7,109,396 - - - - - (13,038,941) - - - - - 2. TV18 HSN - - 13,835,801 - - - - - (67,862,850) - - - 3. IBN - - - 1,495,552,839 - - - - - (5,138,053) - - 4. Viacom - - - - 41,205,904 - - - - - (50,075,789) - 5. IBN Lokmat - - - - 12,379,133 - - - - - (15,074,972) - 6. Greycells - - - - 27,095,243 - - - - - (19,324,297) - 7. N18 PPL - - - - 13,687,118 - - - - - (8,859,816) - 8. Digital18 - - - - 79,851,800 ------9. Webchutney - 4,971,404 ------10.Reed - - - 85,150 - - - - - (17,882,200) - - Total 7,109,396 4,971,404 13,835,801 1,495,637,989 174,219,198 - (13,038,941) - (67,862,850) (23,020,253) (93,334,874) - Loans / advances at the year end 1. Network 18 220,870 - - - - - (210,042,800) - - - - - 2. TV18 HSN - - 1,692,678 - - - - - (374,224) - - - 3. IBN - - - 27,248,040 - - - - - (49,443,085) - - 4. Jagran - - - 4,157, 896 - - - - - (4,151,815) - - 5. SGA-N - - - - 46,197,417 - - - - - (41,771,890) -

125 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 6. IBN Lokmat - - - - 7,466,968 - - - - - (27,897,644) - 7. N18 PPL - - - - 13,437,532 - - - - - (13,137,532) - 8. VT Softech - - - - 6,893,149 - - - - - (15,443,709) - 9. N-18 Holding - - 465,123 ------10. Digital18 - - - - 11,680,699 - - - - - (1,980,583) 11. Viacom - - - - 5,130,476 ------12. BKH - 621,977,244 ------13. Capital 18 - 30,930,289 ------14. Reed ------(2,430,000) - - 15. Others - - 7,913 - 2,777,214 - - - - - (8,405,946) - Total 220,870 652,907,533 2,165,714 31,405,936 93,583,455 - (210,042,800) - (374,224) (56,024,900) (108,637,304) - Creditors/ advances out- standing at the year end 1. Network 18 74,511,241 - - - - - (33,940,256) - - - - - 2. TV18 HSN - - 59,828 - - - - - (47,178) - - - 3. Setpro - - 76,316,293 - - - - - (25,063,411) - - - 4. IBN - - - 38,527,361 - - - - - (17,436,078) - - 5. Viacom - - - - 8,150,987 - - - - - (6,448,732) - 6. Digital18 - - - - 9,515,281 ------7. N18 PPL - - - - 3,355,095 - - - - - (813,621) -

126 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) 8. IBN Lokmat - - - - 18,200 - - - - (1,277,877) - 9. RVT Holdings ------(253,374) - 10. Reed - - - 3,000,000 ------Total 74,511,241 - 76,376,121 41,527,361 21,039,563 - (33,940,256) - (25,110,589) (17,436,078) (8,793,604) - Share application money paid for equity shares as at the year end 1. NHL ------(2,263,000) - - - 2. IBN ------(229,500,000) - - Total ------(2,263,000) (229,500,000) - - Share application money paid for units as at the year end 1. MVCT ------(50,000) - Total ------(50,000) - Corporate guarantees (given by) 1. Network 18 ------(3,520,000,000) - - - - - Total ------(3,520,000,000) - - - - - Corporate guarantees (given for) 1. Viacom ------(439,200,000) - Total ------(439,200,000) - Total corporate guaran- tees as at the year end (given for) 1. IBN - - - 320,000,000 - - - - - (320,000,000) - - 2. Viacom - - - - 1,805,600,000 -

127 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Holding Subsidiaries Fellow Associates Entities Key Held for Subsidiaries # /Joint under Manage- Disposal Ventures significant ment/Rela- influence tives of key @ Management Personnel Amount Amount Amount Amount Amount Amount (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) - - - - (2,038,000,000) - 1. BKH - 3,836,900,000 ------4. Capital 18 - 1,128,500,000 ------5. Network18 ------Total - 4,965,400,000 - 320,000,000 1,805,600,000 - - - - (320,000,000) (2,038,000,000) - Total corporate guaran- tees as at the year end (given by) 1. Network 18 4,020,000,000 - - - - - (5,020,000,000) - - - - - 2. N-18 Holding - - - - 2,000,000,000 ------Total 4,020,000,000 - - - 2,000,000,000 - (5,020,000,000) - - - - -

Notes: 1. Figures in brackets indicate amounts pertaining to the previous year ended 31 March, 2009. # Includes subsidiary of fellow subsidiary @ Includes entities over which key managerial person and their relatives exercise significant influence. 25. Infomedia Group had paid Rs. 21,000,000 for acquisition of trade marks, copyrights, domain names etc. in connection with starting of call centre services. In addition to this, the Infomedia Group had incurred expenditure aggregating to Rs. 46.8 million including on consultancy charges amounting to Rs. 20.08 million, rent amounting to Rs. 7.24 million and leasehold improvements amounting to Rs. 19.48 million during the previous year. The management of the Infomedia Group had planned to float a separate company for the call centre services and the above expenditure was incurred for setting up of the new company which was to be exchanged for shares in the new company. Accordingly, this amount had been carried forward under the head “Advances recoverable in cash or in kind” under “Loans and Advances” in the balance sheet as at 31 March 2009. During the year ended 31 March 2010, Management of Infomedia Group has decided that the call centre service will be part of Infomedia operations and hence, all the expenditure (other than the Capital expenditure) amounting to Rs. 26,536,791 has been charged off to the Profit and Loss account during the year ended 31 March 2010. 26. Derivative instruments, foreign exchange forward contracts and unhedged foreign currency exposure Forward Contract Outstanding at the Balance sheet date. Year Particulars of derivatives Purpose 2009-2010 Sell USD 5,200,000 Hedge of expected receivables against future sales. 2008-2009 Sell USD 10,000,000 Hedge of expected receivables against future sales.

The Group has entered into options contracts to the tune of USD 5,200,000 (Previous year USD 10,000,000) for hedging its US Dollar (USD)/GBP revenues for a period up to ten months previous year : 1 year and 10 months) from the date of the balance sheet. Under the said options, the rate of USD-INR has been fixed for the entire period of the option. Under the option contract, Infomedia Group has the right to exchange a fixed sum at the strike price (the price fixed in the option contract) if the INR-USD rate is below the strike price on the fixing date (various specified dates on which the option contract will mature in part over a period of next ten months). Further, the Infomedia Group is also liable to exchange twice the fixed sum at the strike price if the INR-USD rate is above the strike price on the fixing date. The Mark to Market (MTM) valuation of these options computed as on 31 March, 2010 indicates a loss of Rs. 30,734,517 (Previous year loss of Rs. 133,531,543). The resultant MTM reversal of loss of Rs. 102,797,026 (Previous year loss of Rs. 133,531,543) has been credited in the Profit and Loss account.

128 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

As mentioned in the above paragraph, the liability is based on the INR-USD exchange rate on the fixing date. Therefore, the liability is contingent on the future movement of INR-USD exchange rates. The MTM valuation indicates the amount the Group will have to pay to the bankers if it wishes to rescind the option contract as on the date of the balance sheet. The MTM valuation also assumes that the Group has neither the USD inflows nor the GBP inflows that would arise to it during the tenure of the option contract and it therefore assumes that the Group would be meeting these obligations by acquiring the relevant foreign exchange from the open market. Based on the past history of the Group’s operations as well as the projected plans in the future, the Group will have robust inflows in dollar as well as in GBP during the tenure of the said options. The Group believes that the options would safeguard it from USD fluctuation in future. The Group also believes that it would be able to meet its obligations under the options out of its future inflows. The Parent has recognised losses of Rs. 71.87 million (Previous year Rs. 87.05 million) on derivative transactions for the year ended 31 March 2010. The details of foreign currency exposures that are not hedged by derivative instruments or otherwise where the functional currency is INR: Currency Payable Rupee equivalent (Rs.) Receivable Rupee equivalent (Rs.) USD 4,527,947 204,391,521 9,134,742 412,342,256 GBP 56,958 3,874,943 779,872 53,054,762 EURO 34,810 2,108,096 85,912 5,202,846 JYP - - 47,790 2,314,969

The details of foreign currency exposures that are not hedged by derivative instruments or otherwise pertaining to Web 18 Holding and a subsidiary where the functional currency is USD.: Particulars Currency Rupees (Rs.) Equivalent amount in USD Payable (liabilities) INR 71,406,930 1,581,899 GBP 132,309 199,409 Receivable (assets) N.A. 57,394,077 1,271,468

27. Segmental reporting The Group operates in the media business segment mainly comprising media, portal, publishing and related operations Secondary segmental reporting is performed on the basis of the geographical location of customers. The Company provides services overseas primarily in Mauritius, United Kingdom, Singapore and others. Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognised. (Amounts in Rupees) Details Domestic Overseas Total Segment revenue* 5,309,513,668 655,938,201 5,965,451,869 5,400,896,420 560,521,006 5,961,417,426 Segment assets 19,515,818,674 3,576,096,141 23,091,914,815 16,503,092,465 689,041,697 17,192,134,161 Additions to fixed assets 121,272,994 99,578 121,372,572 1,770,253,775 299,096 1,770,552,871 * Excludes prior period revenue of Rs. 14,486,186 (Previous year Rs. 9,347,380) Note: Previous year figures are in italics

28. Obligation on long term, non-cancellable operating leases Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Operating lease charges are recognised as an expense in the profit and loss account. The Group has taken various residential/ commercial premises under cancellable/non cancellable operating leases. The cancellable lease agreements are normally renewed on expiry. Rent amounting to Rs. 280,406,936 (Previous year Rs. 299,965,272) has been debited to the profit and loss account during the year. The future minimum lease payments under these operating leases are as follows: (Amounts in Rupees) Particulars As at As at 31.03.2010 31.03.2009 Not later than one year 289,967,255 311,468,004 Later than one year but not later than five years 381,190,714 537,913,859 More than five years 15,141,548 58,922,451

129 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

29. Prior period adjustments The components of prior period adjustments are as follows: (Amounts in Rupees) Particulars Year ended Year ended 31.03.2010 31.03.2009 Income from media operations 14,486,186 9,347,380

Distribution, advertising and business promotion (8,213,100) - Airtime purchased (6,138,720) -

Employee stock compensation expenses - (16,222)

Site support costs (603,508) (1,235,160)

Content and franchise expenses - (11,961,404)

Travelling and Conveyance (2,192,196) -

Legal and professional expenses - (22,083,441)

Loss on exchange rate fluctuation (net) - 3,200,000

Share in loss of associate(s) - 6,308,293

Others (2,843,838) (537,000)

Total (5,505,176) (16,977,554)

30. During the previous years the Company had entered into transactions of income and expenditure aggregating to Rs. 47,803,131 and Rs. 12,399,403 respectively with companies listed in the register maintained under Section 301 of the Companies Act, 1956. The Company had made an application to the Central Government for compounding of defaults in respect of obtaining prior Central Government approval of these transactions as per the requirements of section 297 of the Companies Act, 1956. The compounding order from the Company Law Board was subsequently received on 6 October, 2009.

31. Secured loans e-Eighteen.com Limited is subject to financial and other covenants under the line of credit from DBS Bank Ltd. The financial covenants require e-Eighteen.com Limited to maintain the following financial ratios (computed based on stand alone financial statements): (i) the ratio of current assets to current liabilities at a minimum of 1.33; (ii) the ratio of total liabilities plus financial guarantees to tangible net worth not exceeding 2; (iii) interest service coverage ratio at a minimum of 3; and (iv) other covenants include that Television Eighteen India Limited’s shareholding in the Company should not reduce below 51% without prior consent of the Bank, and that no additional debt to be taken by the Company without prior consent of the Bank. As at 31 March 2010, e-Eighteen.com Limited was not in compliance with certain covenants, and is in the process of obtaining a formal waiver from the Bank in respect of these covenants.

32. Auditors’ remuneration* Particulars Year ended Year ended 31.03.2010 31.03.2009 (Rs.) (Rs.) i. Audit fees: a. Statutory audit fee*** 6,300,000 2,800,000 b. Quarterly limited reviews/interim Audits 2,520,000 3,200,000 c. Relating to previous years - 1,400,000 ii. Certification matters 250,000 730,000 ii. Relating to Rights Issue** 4,500,000 - iii. Other services 2,800,000 - iv. Reimbursement of expenses 86,512 79,687 Total 16,456,512 8,209,687

* Exclusive of service tax ** Represents fee relating to Rights Issue adjusted against securities premium account *** Includes fee for audit of financial statements of subsidiaries during the current year.

130 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

33. The Central Government approval for Managerial remuneration of Rs. 3.74 million paid to the Managing Director of Infomedia during the financial year 2008-2009 has been received during the current year. 34. The Parent disposed off its investment in an associate, during the year ended 31 March 2009. “Loss for the year” after minority interest and share in loss of associates for the year ended 31 March, 2009 and “Profit and loss account (Debit balance)” as at 31 March, 2009 includes share of loss of an associate amounting to Rs. 13.66 million and is net off profit on sale of long term investment of Rs. 26.88 million which is based on the unaudited financial statements of the associate. 35. Hon’ble High Court of Bombay had approved the Scheme of Arrangement (‘the Scheme’) between I-Ven Interactive Limited (I-Ven), Infomedia 18 Limited (Infomedia) and their respective shareholders vide its order dated 24 July 2009. The Scheme was effective from 25 August 2009 on filing the copies of the order of the Hon’ble High Court with the Registrar of Companies. Accordingly I-Ven Interactive Limited was merged with Infomedia 18 Limited on the effective date. Further pursuant to the Scheme, Infomedia has extinguished 12,338,112 equity shares held by I-Ven and equivalent number of shares have been issued by the Infomedia to the shareholders of I-Ven in the swap ratio of 96.076:100. Upon the scheme becoming effective, the Infomedia has recorded I-Ven undertaking vested in it pursuant to the Scheme, at the respective book values as appearing in the financial statements of I-Ven as on the effective date, in accordance with, “The Pooling of Interest” method as prescribed under Accounting Standard -14. Infomedia has credited to its Share Capital Account, the aggregate face value of the new equity shares issued on amalgamation to the shareholders of I-Ven. Infomedia has recorded the balances in the share premium and the general reserve of I-Ven in the same form and at the same values as they appeared in the financial statements of I-Ven immediately preceding the effective date. The aggregate of the excess/deficit of the value of assets over the value of liabilities of I-Ven vested in the Infomedia, and the differential between the value of the investment in the equity share capital of the Infomedia appearing in the books of accounts of I-Ven and the face value of the equity share capital of the Infomedia held by I-Ven, was debited by Infomedia to the following accounts in the under mentioned sequence: balance in security premium account, balance in general reserve account and balance in profit and loss account. 36. Provision for rebates, returns etc Disclosures as required by Accounting standard 29 (AS-29) Provisions, Contingent Liabilities and Contingent Assets as at 31 March, 2010 are as follows: (Amounts in Rupees) Balance as at Additions during Amounts utilised Unused amounts Balance as at 1.04.2009 the year during the year reversed during the 31.03.2010 year Provision for re- 5,697,817 28,934,895 23,746,626 - 10,886,086 bates, returns etc. - 40,964,912 35,267,095 - 5,697,817

*Previous year figures are given in italics

A provision is recognised for expected returns on products sold during the period based on past experience of level of returns. It is expected that most of this cost will be utilised in the next financial year. Assumptions used to calculate the provision for returns are based on current sales level and current information available about returns.

37. Interest in Joint Ventures The Group’s interests in jointly controlled entities are: Name Country of Incorpo- Percentage of ownership in- Percentage of ownership ration terest as at 31 March, 2010 interest as at 31 March, 2009 JobStreet.Com India Private Limited India Nil (50% upto 30 March, 50% (Jobstreet) 2010) Jagran 18 Publications Limited (Jagran) India 50% 50% Reed Infomedia India Private Limited India 49% 49% (Reed)*

The Group’s share of each of the assets, liabilities, income and expenses, etc. related to its interest in joint ventures is: (Amounts in Rupees) Particulars Jobstreet Reed Jagran Total A. Assets Fixed assets - - 329,668 329,668 490,241 929,236 403,973 1,823,450 Current assets, loans and advances: - Cash and bank balances - 203,790 294 204,084 17,621,058 953,666 43,697 18,618,421 - Accounts receivable - 1,470,000 900,000 2,370,000 2,893,043 4,840,770 900,000 8,633,813 - Loans and advances - - 10,214 10,214 4,904,549 1,190,700 1,336,036 7,431,285

131 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited

Particulars Jobstreet Reed Jagran Total B. Profit and loss account (debit bal- - - 17,286,928 17,286,928 ance) 67,575,647 - 15,824,973 83,400,620

C. Liabilities Current liabilities and provisions - 725,612 51,817 777,429 4,807,795 15,664,257 39,472 20,511,524 Unsecured loans - - 8,225,288 8,225,288 - - 8,219,207 8,219,207 D. Income Income from operations 5,372,850 89,577 - 5,462,427 9,963,499 10,486,450 - 20,449,949 Income from others 872,892 2,056,223 - 2,929,115 1,681,925 1,033,683 - 2,715,608 E. Expenditure Production, administrative and other 3,265,993 1,505,784 - 4,771,777 costs 8,988,535 21,931,983 - 30,920,518 Personnel costs 6,768,170 539,461 - 7,307,631 10,676,549 10,292,864 - 20,969,413 Interest and finance changes 4,357 - - 4,357 12,224 - - 12,224 Depreciation 240,447 148,193 - 388,640 236,304 364,498 - 600,802 Pre-operative/ Preliminary expenses - - 1,461,955 1,461,955 written off - - 14,651,923 14,651,923 F. Other Matters Capital commitments Nil Nil Nil Nil Nil Nil Nil Nil *Previous year figures are in italics 38. The net-worth of the joint venture company Reed Infomedia India Private Limited (JV) has been completely eroded as at 31 March, 2010. Reed Elsevier Overseas B.V (REOBV), the holding company of the JV has communicated it’s intention not to provide any further financial support to the JV to meet the JV’s obligations. REOBV and Infomedia are in the process of terminating the shareholders agreement dated 13 December, 2005 and to wind up and liquidate the JV. Consequently, the management of the JV has decided to discontinue the JV’s operations and the employment of the personnel hired by the JV have been terminated. Thereafter, the JV does not have definite business plans. Accordingly, the financial statements of the JV have been prepared assuming the JV will not continue as a going concern and accordingly, fixed assets of the JV have been stated at lower of the written down value and the net realisable value, and current assets and liabilities are stated at the values at which they are realisable / payable.

39. i. Pursuant to scheme of Arrangement between the Company, SGA News Limited and Network 18 Fincap Private Limited (now known as ‘Network18 Media & Investments Limited’) as approved by the Hon’ble High Court of Delhi in 2006, shares of Network 18 Media & Investments Limited (formerly Network 18 Fincap Private Limited) held by the promoter were transferred to the trust for the benefit of the Company. Other income for the year ended 31 March, 2010 includes Rs. 217.40 million (Previous year Rs. 578 million) relating to distribution of surplus from the trust. ii. During the year ended 31 March 2010, a subsidiary issued 12,612,307 preferred shares having a face value of USD 0.00374 at a premium of USD 0.7891 aggregating to approximately USD 10 million (subscription price) to NGP II Mauritius Company Limited (investor) resulting in an increase in the preferred share capital by USD 47,170 and increase in securities premium by USD 9,952,830. The preferred share is convertible into same number of Class B Ordinary shares at the option of investor. The investor also has a right but not the obligation, at any time after five years from the date of the agreement, to require the subsidiary to purchase/ redeem along with the annual rate of interest of 15% on the subscription price. In view of the fact that the investor is a long term strategic partner, management is of the opinion that the investor is not likely to exercise the option of redemption. Accordingly, interest payable on the subscription price has not been accrued for in the books of account. 40. Previous year’s figures have been regrouped /reclassified, wherever necessary to conform to the current year’s presentation.

For and on behalf of the Board RAGHAV BAHL SANJAY RAY CHAUDHURI Managing Director Whole Time Director

R.D.S. BAWA ANIL SRIVASTAVA Noida Chief Financial Officer Senior VP - Corporate Affairs 28 May, 2010 & Company Secretary

132 Television EighteenTelevision India LimitedEighteen (Consolidated) India Limited ------Dividend Proposed 15,000,000 30,000,000

(All amount in Rs.) (89,381) taxation (42,491) (55,028) (71,804) (101,009) 3,407,514 6,734,838 (543,724) (670,430) (533,962) (362,541) (591,179) (511,984) 1,680,717 4,104,198 1,038,939 6,876,535 Profit after (1,650,694) 19,279,746 14,270,918 76,522,556 81,561,200 17,019,945 13,082,475 12,242,933 (8,064,471) (2,427,223) (4,265,550) (9,935,103) (29,760,458) (32,635,695) (48,460,120) (84,994,103) (47,506,702) (41,413,100) (28,319,105) (25,924,179) (15,191,201) (46,740,383) (62,154,883) (29,288,810) (353,188,273) (134,992,423) (350,292,078) (102,685,522) (123,035,770) (315,819,456) (554,814,003) (846,539,165) (500,343,241)

------27,470 45,078 326,575 121,000 246,360 322,474 921,652 550,302 134,667 3,048,965 Provision (113,543) (752,469) 2,050,000 1,600,000 1,892,057 2,181,459 1,880,000 3,964,783 (2,523,395) 13,581,223 21,128,977 23,593,302 (2,418,891) for taxation 120,181,798

(89,381) taxation (42,491) (55,028) (71,804) (101,009) 6,456,479 4,211,443 (543,724) (670,430) (533,962) (362,541) (591,179) (466,906) 1,708,186 5,704,198 2,930,996 9,057,994 32,860,969 35,399,895 74,103,665 82,482,852 18,221,763 13,632,777 12,377,600 (1,650,694) (8,064,471) (2,427,223) (4,265,550) (9,935,103) (29,760,458) (32,309,120) Profit before (48,460,120) (84,994,103) (47,506,702) (41,413,100) (28,319,105) (25,803,179) (15,304,744) (46,494,023) (62,907,352) (25,324,027) (353,188,273) (132,942,423) (350,292,078) (102,685,522) (123,035,770) (315,819,456) (552,934,003) (822,945,863) (500,020,767)

------3,505 85,248 18,870 402,036 Turnover 1,007,330 2,387,724 1,682,327 2,911,491 1,036,724 62,790,106 23,313,609 60,669,066 61,025,796 38,638,885 14,760,404 22,617,606 13,027,743 41,881,717 47,435,171 63,387,987 50,276,489 69,510,048 62,278,188 331,044,361 332,210,262 463,347,175 336,025,394 236,800,643 111,660,137 288,446,183 216,149,217 121,594,645 103,402,159 319,219,113 327,531,998 144,425,927 207,031,107 198,317,949 222,393,179 1,371,243,214 1,068,055,939

------5,500 52,358 232,005 114,743 219,636,981 Investments 248,270,045 290,415,051 472,383,355 278,434,159 640,988,000 250,165,790 282,364,798 220,323,000 Subsidiaries) 2,579,555,679 2,218,872,500 2,063,049,300 2,063,049,300 1,286,487,500 (Except in case of investments in

- Total 57,644 141,023 941,387 6,054,185 Liabilities 7,635,398 7,178,313 1,240,713 77,497,543 68,864,104 33,598,320 24,006,415 24,142,898 75,528,635 84,983,760 91,848,615 56,410,379 201,845,994 212,084,039 476,725,686 679,919,110 764,099,545 189,823,400 176,795,513 827,582,990 167,879,335 142,441,610 223,441,685 206,639,804 462,520,419 315,665,767 128,920,166 124,984,719 145,784,553 146,842,479 1,308,318,609 2,842,884,547 2,260,486,524 3,906,564,050 2,063,330,321 1,166,143,448 3,257,797,995 4,038,109,963 1,785,414,656 1,024,522,369 1,564,181,349 1,879,359,971 1,427,043,520 1,752,449,100 1,785,168,751

- 57,644 141,023 941,387 6,054,185 7,635,398 7,178,313 1,240,713 4,795,795 77,497,543 68,864,104 33,598,320 24,006,415 24,142,898 58,038,522 201,845,994 212,084,039 476,725,686 679,919,110 764,099,545 189,823,400 176,795,513 827,582,990 167,879,335 142,441,610 223,441,685 206,639,804 462,520,419 315,665,767 199,899,794 199,962,037 275,737,489 268,282,497 156,476,095 114,589,790 Total Assets 1,308,318,609 2,842,884,547 2,260,486,524 3,906,564,050 2,063,330,321 1,166,143,448 3,257,797,995 4,038,109,963 1,785,414,656 1,024,522,369 1,564,181,349 1,879,359,971 1,427,043,520 3,060,859,166 1,700,423,808

61,559 948,180 133,363 Reserves 5,598,183 7,290,079 3,666,984 3,611,956 4,766,154 4,134,805 16,168,361 12,760,847 (2,732,796) (4,281,718) 44,889,657 60,080,858 64,187,812 42,885,556 69,386,528 70,277,298 53,873,146 46,040,862 (1,227,692) (3,060,176) (1,120,798) (1,338,536) (8,206,565) 164,135,866 530,144,981 526,040,783 717,405,602 318,405,462 403,939,956 128,359,836 116,739,998 (18,479,687) (20,906,910) (27,018,099) (152,069,640) (169,866,791) (288,115,950) (239,655,831) (433,993,584) (113,008,170) (241,882,903) (799,093,646) (140,799,819) (113,638,764) (112,011,735) (425,795,973) 1,614,753,226

45 86 86 51 45 7,809 50.95 11,005 68,030 72,861 Capital 225,700 254,750 185,480 185,480 500,000 500,000 2,802,000 6,235,000 6,235,000 8,043,820 3,964,250 3,964,250 8,278,000 8,278,000 1,593,100 1,593,100 4,700,020 4,700,020 61,900,000 34,566,370 34,566,370 60,000,000 60,000,000 21,177,431 18,232,401 10,533,690 54,040,000 54,040,000 10,754,334 12,138,550 119,500,000 119,500,000 535,939,050 535,939,050 244,758,654 497,090,557 341,051,030 2,014,335,040 1,605,200,040 1,052,019,704 Television Eighteen Mauritius Limited Name of Subsidiary Company Television Eighteen Media and Investments Limited NewsWire18 Limited RVT Investments Private Limited iNews.com Limited Capital 18 Limited, Mauritius BK Holdings Limited, Mauritius TV18 UK Limited, Namono Investments Limited, Cyprus Web18 Holdings Limited, Cayman Islands Colosceum Media Private Limited Stargaze Entertainment Private Limited Capital 18 Acquisition Corporation, Cayman Islands E-18 Limited, Cyprus Web18 Software Services Limited Television Eighteen Commoditiescontrol.com Limited Big Tree Entertainment Private Limited e-Eighteen.com Limited Care Websites Private Limited Moneycontrol Dot Com India Limited Infomedia 18 Limited* Keyword Group Ltd* Cepha Imaging Private Limited* American Devices India Private Limited* Software Services LC*

1 S. No. 2 3 4 5 6 7 8 9 10 11 12 13

14 15 16 17 19 18 20 21 24 23 22 25

FINANCIAL DETAILS OF SUBSIDIARIES Financial Year ended 31 st March, 2010

Note: Numbers mentioned in italics are of previous year. 133 TELEVISION EIGHTEEN INDIA LIMITED Regd. Off.: 503, 504 & 507, 5th Floor, 'Mercantile House', 15, Kasturba Gandhi Marg, New Delhi 110001, India

ATTENDANCE SLIP (TO BE SIGNED AND HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)

I/We hereby record my/our presence at the 17th ANNUAL General Meeting of the above named Company held at 11.00 a.m. on Tuesday, the 27th day of July, 2010 at M.P.C.U Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2 Raj Nivas Marg, Shree Delhi Gujarati Samaj Marg, Civil Lines, Delhi – 110 054

NAME(S) OF THE MEMBER(S) Registered Folio No.

Client ID No.

DP ID No.

No. of shares held

Name of Proxy (in block letters) (To be filled in, if the Proxy attends instead of the Member)

Member’s/Proxy’s Signature

TELEVISION EIGHTEEN INDIA LIMITED Regd. Off.: 503, 504 & 507, 5th Floor, 'Mercantile House', 15, Kasturba Gandhi Marg, New Delhi 110001, India

PROXY FORM I/We...... of...... being a Member’s of TELEVISION EIGHTEEN INDIA LIMITED hereby appoint...... of...... or falling him...... of...... or falling him...... of...... as my/our Proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 17th ANNUAL General Meeting of the Company to be held at 11.00 a.m. on Tuesday, the 27th day of July, 2010 at M.P.C.U Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2 Raj Nivas Marg, Shree Delhi Gujarati Samaj Marg, Civil Lines, Delhi – 110 054

AS WITNESSED under my/our hand(s) this...... day of...... 2010

Signed by the said...... Re. 1 Regd. Folio No./Client ID No...... Revenue Stamp DP ID No...... NOTES : 1. This Proxy need not be a member 2. The Proxy form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the meeting.