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History of HT Media Ltd.

Our Comp. 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 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 entire printing & publishing undertakings of HTL in all locations except at New Delhi, & the publishing undertaking of HTL at New Delhi, respectively, were acquired by us at a consideration comprising cash & issuance of Equity Shares as stated in therein.

For the details of 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 & Status

1. Our Comp. & HTL executed two business purchase agreements dated August 15, 2003, transferring through a slump sale on a going concern basis:

i. the entire printing & 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 & 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 intellectual property rights & all other intangible assets related to the media business, the movable properties & the receivables related to the media business, the contracts, the financial books, records, ledgers, bill, cash books or registers & other records of every kind which contain information pertaining to the accounts & finances of media business, the consents, identified insurance policies and the investment made by HTL in Searchlight Publishing House Limited, the liabilities and obligations whether absolute, accrued, contingent, fixed or otherwise which [is] pertain to the media business as of July 1, 2003 & 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 business by our Comp. from HTL. These conditions include, inter alia, the transfer of all contracts in favour of 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 & the right title & interest in movable properties being transferred from HTL to the Company. The Comp. agreed that if any defamation cases pertaining to the media business, are filed against HTL post July 1, 2003, the Comp. 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 conditions stated above.

5. It was agreed that all the employees of HTL are due to be transferred to the Comp. on the same terms & 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 Comp. & such employees were seconded to our Company.

6. HTL has agreed to indemnify & hold the Comp. harmless from & against any & all losses, claims, damages, liabilities & fees, expenses & disbursements [including the fees, expenses & disbursements of counsels], occurring as a result of breach of its warranties & such indemnification is the sole remedy available to the Company. The said parties have agreed that HTL shall not be liable to pay the Comp. until the cumulative aggregate amount of claim exceeds Rs. 10 million.

7. The agreements are governed by laws of India & 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 Delhi High Court in a counter claim filed by Hindustan Times Employees Union in CS [OSs] 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 & HTL have agreed to indemnified each other against any losses, claims, etc incurred as a result of breach of any covenant or undertaking by either party under the agreement. The agreement is governed by laws of India.

Major events for 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 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 HTL was transferred to our Company. 2004 Installation of modern printing press in Greater NOIDA in the state of Uttar Pradesh, India.

2006

-HT Media and Time of India Group signs MoU on 03, October, 2006.

-Ht Media Limited has informed that Mr. Dinesh Mittal has taken over as Vice President - Legal, Tax & Comp. Secretary of Comp. 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 [WSJs].

-HT Media Ltd has appointed Shri Ajay Relan as an Independent Director on the Board of Directors of Comp. 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 Comp. w.e.f. August 13, 2008.

- HT Media Ltd has informed that the Board of Directors of Comp. at its meeting held on September 18, 2008, has appointed Smt. Shobhana Bhartia as Chairperson of Comp. with immediate effect.