The Directors are pleased to present the 9th Annual Report together
 with the Audited Statement of Accounts for the financialyear ended
 on 31st March, 2011.
 
 FINANCIALRESULTS (STANDALONE)
 
 The highlights of performance of your Company during the financial year
 ended on 31st March, 2011 are as follows:
 
                                                          (Rs.inCrore)
 
 PARTICULARS                                      2010-11    2009-10*
 
 Total Income                                    1,255.81   1,299.12
 
 Profitbefore Interest, Depreciation 
 /Amortisation, Exceptional Items S Tax (EBITDA)   324.10     299.85
 
 Financial Expenses                                 18.73      25.73
 
 Depreciation/Amortisation                          56.29      63.79
 
 Exceptional Items                                    ^        30.37
 
 Profit before Tax                                 249.08     179.96
 
 Provision for Taxes                                75.86      51.56
 
 Deferred Tax charge/ (credit)                      (4.38)      3.63
 
 Profit after Tax                                  177.60     124.77
 
 Balance from previous years brought forward 
 (Net of adjustment)                               428.69     323.29
 
 Amount available for appropriation                606.29     448.06
 
 Appropriations- 
 
 Transfer to General Reserve                        13.40       9.50
 
 Proposed Dividend on Equity Shares                  8.46       8.46
 
 Tax on Dividend Distribution                        1.37       1.41
 
 Balance carried forward to Balance Sheet          583.06     428.69
 
 * The Hindi business of the Company was transferred to subsidiary
 company viz. Hindustan Media Ventures
 Limited(HMVL)w.e.f.TDecember,2009.The results
 ofFY2009-10therefore,arenotcomparablewithresults ofFY2010-11
 
 SCHEME OF ARRANGEMENT AND RESTRUCTURING
 
 During the year under review, pursuant to an Order dated 22nd December,
 2010 of the Honble High Court of Delhi at New Delhi, the Equity
 Shareholders and Creditors of the Company, at their meeting(s) held on
 2nd February, 2011 have approved a Scheme of Arrangement and
 Restructuring between Firefly e-Ventures Limited (Firefly) and HT
 Media Limited under Sections 391 to 394 read with Sections 100 to 104
 of the Companies Act, 1956 (the Act). The proposed Scheme envisages,
 inter-alia, demerger of Job Portal Undertaking of Firefly and transfer
 and vesting thereof into HT Media Limited w.e.f. the Appointed Date
 i.e. 1st January, 2011, including consequential and related matters. The
 Scheme is awaiting sanction of the Honble Delhi High Court.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs.0.36 per Equity
 Share ofRs.2/- each i.e. @ 18% (previousyear - Rs.0.36 per Equity Share of
 Rs.2/-eachi.e.  @ 18%), for the financial year ended on 31st March, 2011;
 and seek your approval for the same.
 
 The proposed dividend payment, including Corporate Dividend
 Distribution Tax, would entail an outflow of Rs.9.83 Crore (previousyear
 Rs.9.87 Crore).
 
 COMPANY PERFORMANCE AND FUTURE OUTLOOK
 
 A detailed analysis and insight into the financial performance and
 operations of your Company for the year under review and future
 outlook, is appearing in the Management Discussion and Analysis, which
 forms part of the Annual Report.
 
 BORROWINGS & DEBT SERVKING
 
 During the year under review, your Company has met all its obligations
 towards repayment of principal and interest on the loans availed.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The information required to be disclosedpursuant to Clause 12 of the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee StockPurchase Scheme) Guidelines, 1999 is appearingin
 Annexure - A
 
 DEPOSITS
 
 Your Company hasnot accepted orinvited any deposit(s) during the year.
 INITIAL PUBLIC OFFERING (IPO) OFSHARESBYHMVL
 
 During theyear under review, HMVL entered the domestic capital market
 with an IPO of 1,62,65,060 Equity Shares of Rs.10/- each, at a premium of
 Rs.156/- per Equity Share, aggregating to Rs.270 Crore. The shares of HMVL
 were listed on BSE andNSE on2l July, 2010.
 
 JOINT VENTURE COMPANY
 
 Metropolitan Media Company Private Limited (MMCPL)
 
 MMCPL, the 50:50 Joint Venture between your Company and Bennett Coleman
 & Co. Limited, was printing and publishing hyper-local newspapers in
 Delhi & NCR. Due to decline in circulation and advertising revenue, the
 printing and publication of hyper-local newspapers was suspended in
 December 2009. Your Company and the JV Partner are evaluating options
 to deal with the MMCPL entity. During the year under review, MMCPL
 posted a lossofRs.34.07Lac.
 
 SUBSIDIARY COMPANIES
 
 As at 31stMarch, 2011, your Company had the following subsidiary
 companies:
 
 - HindustanMediaVenturesLimited [HMVL]
 
 - HT Music and Entertainment Company Limited [HTMusic]
 
 - HTBurdaMediaLimited[HTBurda]
 
 - HT Digital Media Holdings Limited [HT Digital]
 
 - Firefly e-Ventures Limited [Firefly] (subsidiary u/s4(l)(c) of the
 Act, being subsidiary of HT Digital)
 
 - HT Mobile Solutions Limited [HT Mobile] (subsidiary u/s 4(l)(c) of
 the Act, being subsidiary of HT Digital)
 
 - HT Overseas Pte. Ltd., Singapore [HT Overseas] (subsidiary u/s
 4(l)(c) of the Act, being wholly-owned overseas subsidiary of HT
 Digital)
 
 - HTBLiebert Engineering Solutions Limited [HTBLiebert] (subsidiary u/s
 4(l)(c)ofthe Act, being subsidiary of HTBurda)
 
 The Company has received the approval of Ministry of Corporate Affairs,
 Government of India under Section 212(8) of the Act, vide letter
 bearing no.47/104/2011-CL-III dated 9th February, 2011, granting
 exemption from attaching with the Annual Report of the Company for the
 financial year ended on 31st March, 2011, copies of Balance Sheet etc.
 of the aforesaid subsidiaries.  The annual accounts of the subsidiary
 companies and related information will be made available to the
 shareholders of the Company as well as to those of the subsidiary
 companies, seeking such information at any point of time. The annual
 accounts of the subsidiary companies are also kept open for inspection
 by any shareholder, at the Registered Office of the Company and that of
 the subsidiary company concerned.
 
 After the close of the financial year ended on 31* March, 2011,
 following companies have also become subsidiaries of your Company: -
 
 - HT Education Limited [HT Education]
 
 - HT Learning Centers Limited [HT Learning] (subsidiary u/s 4(l)(c) of
 the Act, being subsidiary of HT Education)
 
 DIRECTORS
 
 During the year under review, the Board of Directors has approved,
 subject to the approval of shareholders at their ensuing Annual General
 Meeting, the re- appointment of Shri Priyavrat Bhartia as a Whole-time
 Director of the Companyfor aperiod of 5years w.e.f. lFebruary, 2011.
 
 Further, Shri YC. Deveshwar, Shri Shamit Bhartia and Shri NIC Singh,
 Directors, retire from office by rotation at the ensuing Annual General
 Meeting as per the provisions of the Act, and being eligible, have
 offered themselves for re-appointment. A brief resume, details of
 expertise and other directorships / committee memberships held by the
 above Directors, form part of the Notice convening the 9th Annual
 General Meeting.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements, pursuant to Clause 32 of the
 Listing Agreement and prepared in accordance with the Accounting
 Standards prescribed by the Institute of Chartered Accountants of
 India, are attached for your reference.
 
 AUDITORS
 
 The Board of Directors have taken note of the qualification in the
 Auditors Report on the accounts of subsidiary companies viz. Firefly,
 HT Mobile, HT Burda and HT Music regarding Deferred Tax Assets; and
 also the response of the management thereto appearing in Note no. 12 of
 Schedule 25 of the Consolidated Financial Statements, which is self
 explanatory.
 
 The Statutory Auditors of your Company, M/s. S.R Batliboi & Co.,
 Chartered Accountants, are due to retire at the ensuing Annual General
 Meeting, and being eligible, have offered themselves for
 re-appointment. In terms of the requirements under Section 224 (IB) of
 the Act, the retiring Auditors have given a certificate regarding their
 eligibility for re-appointment as Auditors of the Company.
 
 POSTALBALLOT
 
 During the year under review, following resolutions were passed by the
 shareholders with overwhelming majority, by postal ballotprocess:-
 
 (a) Postal Ballot process for which results were declared on 14th July,
 2010
 
 . Special resolution for alteration in the Objects Clause of Memorandum
 of Association; and
 
 . Special resolution for payment of annual commission to the
 Non-executive Directors;
 
 (b) Postal Ballot process for which results were declared on 30th
 September, 2010
 
 . Special resolution for increase in the limit of investments that can
 be made by the Company u/s 372A of the Act, upto Rs.300 Crore, over and
 above the higher of (a) 60% of the paid-up share capital & free
 reserves, or (b) 100% of the free reserves of the Company.
 
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance in terms of Clause 49 of the Listing
 Agreement entered into with the stock exchanges, forms part of the
 Annual Report. The certificate issued by a Company
 Secretary-in-Practice in terms of the requirements of the Listing
 Agreement is annexed as Annexure - B.
 
 PARTICULARS AS PER SECTION 2170FTHE COMPANIES ACT,1956
 
 Information pursuant to Section 217 (l)(e) of the Companies Act, 1956
 on Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo, is annexed to this Report as Annexure - C.
 
 The particulars of employees required under Section 217 (2A) of the
 Companies Act, 1956 and the rules thereunder, are annexed to this
 Report as Annexure - D. However, pursuant to the provisions of
 Section 219 (l)(b)(iv) of the Companies Act, 1956, the Annual Report is
 being sent to all the shareholders of the Company without the above
 information. Any shareholder interested in obtaining suchparticulars
 may write to the Company Secretary at the Registered Office address of
 the Company.
 
 DIRECTORSRESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
 Directors report that:
 
 i. in the preparation of the annual accounts for the financial year
 ended on 31* March, 2011, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 ii. such accounting policies have been selected and applied
 consistently and judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at 31st March, 2011; and of the profit of
 the Company for the year ended on 31st March, 2011;
 
 iii. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv.  the Annual Accounts have been prepared on agoing concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for the
 co-operation extended by all stakeholders including Ministry of
 Information & Broadcasting and other Government authorities,
 shareholders, investors, readers, customers, banks, vendors and
 suppliers.
 
 Your Directors also place on record their deep appreciation of the
 committed services of the executives and employees of the Company.
 
                                     For and on behalf of the Board
 
 
 
                                                   SHOBHANA BHARTIA
 
                                   Chairperson & Editorial Director
 
 Place :NewDelhi
 
 Date : 17thMay,2011