1.  We have audited the attached Balance Sheet of HT Media Limited
 (the Company) as at March 31, 2011 and also the Profit and Loss
 account and the Cash Flow Statement for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Companys management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement.  An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i. we have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. in our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv. in our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 v. on the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 vi. in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as atMarch 31,2011;
 
 b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph [3] of our report of even date
 Re: HT Media Limited (the Company)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular program of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during theyear.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) According to the information and explanations given to us,
 the Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii)(a) to (d) of the Companies (Auditors
 Report) Order, 2003 (as amended) (herein referred to as the Order), are
 not applicable to the Company and hence not commented upon.
 
 (b) According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured from companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are
 not applicable to the Company and hence not commented upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct any maj or weakness in
 the internal control system of the Company inrespect of these areas.
 
 (v) In our opinion, there are no contracts or arrangements that need to
 be entered in the register maintained under section 301 of the
 Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of
 the Order are not applicable to the Company and hence not commented
 upon.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.  (viii) To the
 best of our knowledge and as explained, the Central Government has not
 prescribed maintenance of cost records under clause (d) of sub-section
 (1) of section 209 of the Companies Act, 1956 for the products of the
 Company.  (ix) (a) The Company is regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees state
 insurance, income-tax, sales-tax, wealth-tax, service tax, customs
 duty, cess and other material statutory dues applicable to it. The
 provisions relating to excise duty are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.  (b) According to the information
 and explanations given to us, no undisputed amounts payable in respect
 of provident fund, investor education and protection fund, employees
 state insurance, income-tax, wealth-tax, service tax, sales-tax, cess,
 customs duty and other undisputed statutory dues were outstanding, at
 the year end, for a period of more than six months from the date they
 became payable.
 
 (c) According to the information and explanation given to us, the dues
 of income tax which have not been deposited on account of any dispute
 are as follows:
 
 Name of the  Nature of dues         Amount(Rs.)  Period to    Forum
 
 Income Tax  Penalty order passed u/s 271 236,545  Assessment   CIT (A)
 Act, 1961   (l)(c)ofthe Income 
              Tax Act                                Year
                                                    2004-05    
 
 Income Tax  Assessment order passed    3,451,930   Assessment  CIT (A)
 Act, 1961    u/s 143(3) of the Income                Year
             Tax Act for which stay is               2006-07
             being taken.
 
 Income Tax  Demand in respect of      61,879,399   Assessment  CIT (A)
 Act, 1961   expenses disallowed by                   Year
             Assessing Officer                       2008-09
 
 According to the information and explanations given to us, there are no
 dues of sales-tax, wealth tax, service tax, customs duty, excise duty
 and cess which have not been deposited on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and
 immediatelyprecedingfinancialyear.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to banks.  The Company
 has no outstanding dues in respect of debentures or financial
 institution.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Order are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks and
 financial institutions, the terms and conditions whereof, in our
 opinion, are not prima-facie prejudicial to the interest of the
 Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section301 ofthe Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during
 theyear.
 
 (xx) The Company has not raised any money through a public issue
 duringtheyear.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view ofthe financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 theyear.
 
 For S.R. Batliboi & Co.
 
 Firm Registration No.: 301003E
 
 Chartered Accountants
 
 per Manoj Gupta
 
 Partner
 
 Membership No.: 83906
 
 Place :NewDelhi
 
 Date : May 17,2011