Company History - HT Media Our Company was incorporated under the Companies Act, 1956 on December 3, 2002 as HT Media

Limited with its registered office at Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi, India. Transfer of the Media Business We acquired the media business of HTL, our Promoter, through a slump sale on a going concern basis, pursuant to two business purchase agreements, both dated August 15, 2003, the media business comprising of the entire printing and publishing undertakings of HTL in all locations except at New Delhi, and the publishing undertaking of HTL at New Delhi, respectively, were acquired by us at a consideration comprising cash and issuance of Equity Shares as stated in therein. For the details of the Equity Shares issued to HTL pursuant to the said business purchase agreements, see section titled Capital Structure-Share Capital History of Our Company on page 19 of this Draft Red Herring Prospectus. The printing undertaking of HTL at New Delhi was subsequently acquired by us through a separate agreement dated October 1, 2004 at a cash consideration detailed therein. Business Purchase Agreements dated August 15, 2003 and Status 1. Our Company and HTL executed two business purchase agreements dated August 15, 2003, transferring through a slump sale on a going concern basis: i. the entire printing and publishing undertakings of HTL in all locations except at New Delhi at a consideration aggregating to Rs. 1,022.34 million approximately comprising issuance of 19,755,327 Equity Shares at Rs. 51.75 each. ii. the publishing undertaking of HTL at New Delhi at a consideration comprising of cash amounting to Rs. 99.98 million approximately and issuance of 10,194,672 Equity Shares at a price of Rs. 51.75 each aggregating Rs. 527.58 million approximately. 2. The undertakings, transferred pursuant to the above mentioned business purchase agreements, comprised of the intellectual property rights and all other intangible assets related to the media business, the movable properties and the

receivables related to the media business, the contracts, the financial books, records, ledgers, bill, cash books or registers and other records of every kind which contain information pertaining to the accounts and finances of media business, the consents, identified insurance policies and the investment made by the HTL in Searchlight Publishing House Limited, the liabilities and obligations whether absolute, accrued, contingent, fixed or otherwise which (i) pertain to the media business as of July 1, 2003 and arise in relation to the media business post July 1, 2003, including the liabilities arising from the litigation, except defamation cases and undisclosed liabilities. 3. The above mentioned agreements stated that the transfers were with effect from July 1, 2003. 4. As per the terms of these agreements, the sale was subject to the fulfillment of certain conditions prior to the formal takeover of the business by our Company from HTL. These conditions include, inter alia, the transfer of all contracts in favour of the Company, obtaining of all operating consents required for undertaking the media business, obtaining all third party consents, HTL obtaining the consent of its shareholders in accordance with the Companies Act and the right title and interest in movable properties being transferred from HTL to the Company. The Company agreed that if any defamation cases pertaining to the media business, are filed against HTL post July 1, 2003, the Company shall reimburse to HTL all costs, legal expenses, damages or other compensation required paid/ incurred by HTL in defending such defamation cases. There have been no issues raised by either HTL or us on any of the conditions stated above. 5. It was agreed that all the employees of HTL are due to be transferred to the Company on the same terms and conditions of employment as were offered by HTL, on the basis of continuity in service. All the employees of HTL were transferred except 986 employees who did not accept the transfer to our Company and such employees were seconded to our Company. 6. HTL has agreed to indemnify and hold the Company harmless from and against any and all losses, claims, damages, liabilities and fees, expenses and disbursements (including the

fees, expenses and disbursements of counsel), occurring as a result of a breach of its warranties and such indemnification is the sole remedy available to the Company. The said parties have agreed that HTL shall not be liable to pay the Company until the cumulative aggregate amount of the claim exceeds Rs. 10 million. 7. The agreements are governed by the laws of India and the courts at Delhi have exclusive jurisdiction with respect to any dispute in this regard. Business purchase agreement dated October 1, 2004 1. We executed an agreement dated October 1, 2004 with HTL by which we have acquired the printing undertaking of HTL other than the employees, situated at Press Block, 18-20, Kasturba Gandhi Marg, New Delhi, 110 001 at a cash consideration of Rs. 50 million. However, such transfer is subject to the decision of the Delhi High Court in a counter claim filed by the Hindustan Times Employees Union in CS (OS) 955 of 2004 against the transfer of the printing undertaking of HTL at Hindustan Times House, Kasturba Gandhi Marg, New Delhi to our Company. For details of this case, see the section titled Outstanding Litigation and Material Developments on page 164 of this Draft Red Herring Prospectus. 2. The proposed transfer in the said agreement is with effect from October 2, 2004. 3. We and HTL have agreed to indemnified each other against any losses, claims, etc incurred as a result of the breach of any covenant or undertaking by either party under the agreement. The agreement is governed by the laws of India. Major events for the media business: Year 1924 1927 1936 1960 1964 launched. 1997 Event Hindustan Times, an English daily was launched. The Hindustan Times Limited was incorporated. Hindustan, a Hindi daily was launched. A Hindi monthly magazine, Kadambini was launched. A children s monthly magazine, Nandan was

News website hindustantimes.com was launched.

1997- 2003 The number of printing locations was increased from three to fifteen.

2003 Company.

The media business of the HTL was transferred to our

2004 Installation of a modern printing press in Greater NOIDA in the state of Uttar Pradesh, India. 2006 -HT Media Ltd has announced that The Times of India Group & the Company have signed a memorandum of understanding (MoU)(Subject to Board approval) October 03, 2006 to establish a 50:50 Joint venture. -Ht Media Limited has informed that Mr. Dinesh Mittal has taken over as Vice President - Legal, Tax and Company Secretary of the Company with effect from November 16, 2006. 2007 -HT Media Ltd announced the launch of mint, a world-class business newspaper produced in partnership with The Wall Street Journal (WSJ). -HT Media Ltd has appointed Shri Ajay Relan as an Independent Director on the Board of Directors of the Company w.e.f. May 24, 2007. 2008 - HT Media Ltd has informed that Shri. Roger Greville have been appointed as Non-executive Independent Director on the Board of the Company w.e.f. August 13, 2008. - HT Media Ltd has informed that the Board of Directors of the Company at its meeting held on September 18, 2008, has appointed Smt. Shobhana Bhartia as Chairperson of the Company with immediate effect. -HT Media launches new mobile solutions venture -HT Media, BURDA announce joint venture to tap media services market 2009 Company History - HT MediaPrint Our Company was incorporated under the Companies Act, 1956 on December 3, 2002 a s HT Media Limited with its registered office at Hindustan Times House, 18-20, K asturba Gandhi Marg, New Delhi, India. Transfer of the Media Business We acquired the media business of HTL, our Promoter, through a slump sale on a g oing concern basis, pursuant to two business purchase agreements, both dated Aug ust 15, 2003, the media business comprising of the entire printing and publishin g undertakings of HTL in all locations except at New Delhi, and the publishing u ndertaking of HTL at New Delhi, respectively, were acquired by us at a considera tion comprising cash and issuance of Equity Shares as stated in therein. For the details of the Equity Shares issued to HTL pursuant to the said business purchase agreements, see section titled "Capital Structure-Share Capital Histor y of Our Company" on page 19 of this Draft Red Herring Prospectus.

The printing undertaking of HTL at New Delhi was subsequently acquired by us thr ough a separate agreement dated October 1, 2004 at a cash consideration detailed therein. Business Purchase Agreements dated August 15, 2003 and Status 1. Our Company and HTL executed two business purchase agreements dated August 15 , 2003, transferring through a slump sale on a going concern basis: i. the entire printing and publishing undertakings of HTL in all locations excep t at New Delhi at a consideration aggregating to Rs. 1,022.34 million approximat ely comprising issuance of 19,755,327 Equity Shares at Rs. 51.75 each. ii. the publishing undertaking of HTL at New Delhi at a consideration comprising of cash amounting to Rs. 99.98 million approximately and issuance of 10,194,672 Equity Shares at a price of Rs. 51.75 each aggregating Rs. 527.58 million appro ximately. 2. The undertakings, transferred pursuant to the above mentioned business purcha se agreements, comprised of the intellectual property rights and all other intan gible assets related to the media business, the movable properties and the recei vables related to the media business, the contracts, the financial books, record s, ledgers, bill, cash books or registers and other records of every kind which contain information pertaining to the accounts and finances of media business, t he consents, identified insurance policies and the investment made by the HTL in Searchlight Publishing House Limited, the liabilities and obligations whether a bsolute, accrued, contingent, fixed or otherwise which (i) pertain to the media business as of July 1, 2003 and arise in relation to the media business post Jul y 1, 2003, including the liabilities arising from the litigation, except defamat ion cases and undisclosed liabilities. 3. The above mentioned agreements stated that the transfers were with effect fro m July 1, 2003. 4. As per the terms of these agreements, the sale was subject to the fulfillment of certain conditions prior to the formal takeover of the business by our Compa ny from HTL. These conditions include, inter alia, the transfer of all contracts in favour of the Company, obtaining of all operating consents required for unde rtaking the media business, obtaining all third party consents, HTL obtaining th e consent of its shareholders in accordance with the Companies Act and the right title and interest in movable properties being transferred from HTL to the Comp any. The Company agreed that if any defamation cases pertaining to the media bus iness, are filed against HTL post July 1, 2003, the Company shall reimburse to H TL all costs, legal expenses, damages or other compensation required paid/ incur red by HTL in defending such defamation cases. There have been no issues raised by either HTL or us on any of the conditions st ated above. 5. It was agreed that all the employees of HTL are due to be transferred to the Company on the same terms and conditions of employment as were offered by HTL, o n the basis of continuity in service. All the employees of HTL were transferred except 986 employees who did not accep t the transfer to our Company and such employees were seconded to our Company. 6. HTL has agreed to indemnify and hold the Company harmless from and against an y and all losses, claims, damages, liabilities and fees, expenses and disburseme nts (including the fees, expenses and disbursements of counsel), occurring as a

result of a breach of its warranties and such indemnification is the sole remedy available to the Company. The said parties have agreed that HTL shall not be li able to pay the Company until the cumulative aggregate amount of the claim excee ds Rs. 10 million. 7. The agreements are governed by the laws of India and the courts at Delhi have exclusive jurisdiction with respect to any dispute in this regard. Business purchase agreement dated October 1, 2004 1. We executed an agreement dated October 1, 2004 with HTL by which we have acqu ired the printing undertaking of HTL other than the employees, situated at Press Block, 18-20, Kasturba Gandhi Marg, New Delhi, 110 001 at a cash consideration of Rs. 50 million. However, such transfer is subject to the decision of the Delhi High Court in a c ounter claim filed by the Hindustan Times Employees Union in CS (OS) 955 of 2004 against the transfer of the printing undertaking of HTL at Hindustan Times Hous e, Kasturba Gandhi Marg, New Delhi to our Company. For details of this case, see the section titled "Outstanding Litigation and Material Developments" on page 1 64 of this Draft Red Herring Prospectus. 2. The proposed transfer in the said agreement is with effect from October 2, 20 04. 3. We and HTL have agreed to indemnified each other against any losses, claims, etc incurred as a result of the breach of any covenant or undertaking by either party under the agreement. The agreement is governed by the laws of India. Major events for the media business: Year Event 1924 Hindustan Times, an English daily was launched. 1927 The Hindustan Times Limited was incorporated. 1936 Hindustan, a Hindi daily was launched. 1960 A Hindi monthly magazine, Kadambini was launched. 1964 A children s monthly magazine, Nandan was launched.

1997 News website "hindustantimes.com" was launched. 1997- 2003 The number of printing locations was increased from three to fifteen. 2003 The media business of the HTL was transferred to our Company. 2004 Installation of a modern printing press in Greater NOIDA in the state of Ut tar Pradesh, India. 2006 -HT Media Ltd has announced that The Times of India Group & the Company have sig ned a memorandum of understanding (MoU)(Subject to Board approval) October 03, 2 006 to establish a 50:50 Joint venture. -Ht Media Limited has informed that Mr. Dinesh Mittal has taken over as Vice Pre sident - Legal, Tax and Company Secretary of the Company with effect from Novemb

er 16, 2006. 2007 -HT Media Ltd announced the launch of mint, a world-class business newspaper pro duced in partnership with The Wall Street Journal (WSJ). -HT Media Ltd has appointed Shri Ajay Relan as an Independent Director on the Bo ard of Directors of the Company w.e.f. May 24, 2007. 2008 - HT Media Ltd has informed that Shri. Roger Greville have been appointed as Non -executive Independent Director on the Board of the Company w.e.f. August 13, 20 08. - HT Media Ltd has informed that the Board of Directors of the Company at its me eting held on September 18, 2008, has appointed Smt. Shobhana Bhartia as Chairpe rson of the Company with immediate effect. -HT Media launches new mobile solutions venture -HT Media, BURDA announce joint venture to tap media services market 2009 -HT Media demerges its "Hindi Business" -HT Media - Launch of 'Hindustan' newspaper from Bareilly (U.P.) 2010 - HT Media, publishing group, unveiled a newspaper the 'Gurgaon First' for Gurga on residents, in a bid to strengthen its presence in the National Capital Region area. -HT Media demerges its Hindi Business -HT Media - Launch of 'Hindustan' newspaper from Bareilly (U.P.) 2010 - HT Media, publishing group, unveiled a newspaper the 'Gurgaon First' for Gurgaon residents, in a bid to strengthen its presence in the National Capital Region area. September 26, 1924 This date marked the august beginnings of Hindustan Times with Mahatma Gandhi, t he Father of the Nation inaugurating the newspaper. 1927 Hindustan Times, was reborn as Hindustan Times Ltd., a limited liability company . 1936 The hindi daily Hindustan was launched, which remains the dominant newspaper in the core hindi belt of northern India. 1937 Devdas Gandhi was appointed the Managing Editor of the newspaper and remained th e managing editor till his death in 1957. 1942 The Hindustan Times was one of the few newspapers that stopped publishing the ne wspaper for four and a half months as it refused to accept the British impositio

n of censorship on all newspapers. 1947 The year India gained its freedom, was also the year Hindustan Times attained th e status of being the dominant newspaper in Delhi. 1957 The newspaper circulation grew from 58,693 copies to 144,287 in 1970 after KK Bi rla took over the mantle from GD Birla. 1960 The hindi literary magazine Kadambini was launched. 1964 The group started actively targeting the youth of India and launched the Nandanm agazine. 1991 At the start of liberalization of India, Hindustan Times moved to becoming an au tonomous power center in a mature democracy. 1999 The Hindustan Times celebrated its platinum anniversary. 2000 With a focus on localization, five new editions for Calcutta, Bhopal, Ranchi, Ch andigarh and Jaipur were launched. 2003 The media business of was de-merged and incorporated under HT Media Ltd. 2004 HT Media Ltd was listed as a public company and attracted external funding. 2005 Hindustan Times successfully entered the Mumbai market with a refreshingly new p roduct and content mix. 2006 Fever 104 FM is launched, in technical collaboration with the Virgin Group.Hindu stan was relaunched re-establishing the company's prominent presence in the regi onal news space. 2007 Mint, the business paper in partnership with the Wall Street Journal was launche d in Delhi and Mumbai. In the internet space, Hindustantimes.com was relaunched and Livemint.com was introduced. 2008