The Directors have pleasure in presenting the Twenty Third Annual
 Report and Audited Accounts of the Company for the financial year ended
 March 31, 2011.
 
 Financial Results
 
 The summarized financial results for the year ended March 31, 2011 are
 as follows:-
 
                      Year ended   Year ended   Year ended    Year ended
                      31.03.2011   31.03.2011   31.03.2010    31.03.2010
                 (Rs. in Crores)   (Rs. in
                                   Crores)      (Rs. in 
                                                Crores)       (Rs. in 
                                                              Crores)
                    Standalone   Consolidated  Standalone   Consolidated
 
 Business Income       347.22        418.57     348.38        590.54
 
 Other Income           16.63         34.38       7.08        143.15
 
 Total Income          363.85        452.96     355.45        733.69
 
 profit/(Loss) 
 before Tax           (93.56)      (169.95)    (18.66)      (209.71)
 
 Employee Stock 
 Compensation Expense   1.37          3.39         -          10.21
 
 Provision for Tax 
 / Others*              3.71          5.64       1.86          4.98
 
 Share of Minority       -           (4.04)        -          (4.88)
 
 Share in profit of 
 associates              -            1.06         -           0.61
 
 Exceptional gain on 
 dilution in stake 
 in a                    -            -            -         337.06
 subsidiary
 
 Net profit/(Loss) 
 after Tax            (98.64)       (173.89)    (20.52)      117.66
 
 Balance brought 
 forward from 
 previous year        (77.93)        87.07      (57.41)     (30.59)
 
 Addition on 
 account of merger      1.75           -          -            -
 
 Adjusted against 
 reserve & surplus 
 as per                 76.18        37.39        -            -
 Scheme of Arrange
 ment of merger
 
 Appropriation:
 
 Transfer to General 
 Reserve                 NIL          NIL        NIL         NIL
 
 Proposed Dividend 
 on Equity Shares        NIL          NIL        NIL         NIL
 
 Tax on Dividend         NIL          NIL        NIL         NIL
 
 profit carried to
 Balance Sheet        (98.64)      (49.42)     (77.93)      87.07
 
 Includes Deferred Tax (Income) / Expense
 
 The Year under Review
 
 During the year under review, the Company achieved a turnover of Rs
 347.22 crores and operating loss before depreciation interest and tax
 of Rs. (46.07) crores.
 
 The Companys operating loss before tax and ESOP cost was Rs. (93.56)
 crores, operating loss after tax was Rs.  (98.64) crores and earning
 per share Rs. (15.30) (Basic) and Rs. (15.30) (Diluted).
 
 A detailed review of the Companys operations has been provided in the
 Management Discussion and Analysis Report, which forms part of this
 Report.
 
 Audited consolidated financial statements for the year ended March 31,
 2011 also form a part of this Report.
 
 Dividend
 
 For the year under review, the Board of Directors do not recommend any
 dividend.
 
 Deposits
 
 The Company has not accepted/renewed any deposits from the public
 during the year.
 
 Corporate Governance
 
 The Companys Corporate Governance Report is attached and forms a part
 of this report.
 
 The Company
 
 During the year, the Company entered into significant agreements in
 respect of following transactions:
 
 1.  The Company through its subsidiary NDTV Networks Limited purchased
 the stake held by NDTV Networks Plc in NDTV Labs Limited, NDTV
 Lifestyle Limited, NDTV Convergence Limited, Turner General
 Entertainment Networks India Private Limited and NGEN Media Services
 Private Limited.
 
 2.  The Company, NDTV Networks Limited and NDTV Lifestyle Holdings
 Private Limited entered into an agreement with South Asia Creative
 Assets Limited for sale of 49% of the Companys indirect stake (on a
 fully diluted basis) in the Lifestyle business of the NDTV Group.
 
 3.  The Company entered into a distribution agreement with Star Den, to
 distribute four of its channels NDTV 24x7, NDTV profit, NDTV India and
 NDTV Good Times across various distribution platforms.
 
 Scheme of Amalgamation
 
 During the year, the eight Indian subsidiaries of the Company viz: NDTV
 Studios Limited, NDTV India Plus Limited, NDTV Business Limited, New
 Delhi Television Media Limited, NDTV Delhi Limited, NDTV Hindu Media
 Limited, NDTV News 24X7 Limited and NDTV News Limited (collectively,
 Transferor Companies”) merged into the Company (Transferee Company”)
 vide order of the Honble High Court of Delhi dated November 8, 2010.
 Pursuant to the Company having made necessary flings of the aforesaid
 orders of the Honble High Court, with the Registrar of Companies, NCT
 of Delhi and Haryana, the merger had taken effect from December 17,
 2010. Consequent to the merger the authorized share capital of the
 Company has increased from Rs. 35,00,00,000/- divided into 8,75,00,000
 Equity Shares of Rs. 4/- each to Rs. 173,30,00,000 divided into
 43,32,50,000 Equity Shares of Rs.4/- each, w.e.f. December 17, 2010.
 
 In addition to the above, the Company had initiated steps to simplify
 the structure of its direct and indirect subsidiaries in India and
 overseas. As part of this exercise, the Company initiated steps with
 respect to the liquidation of some of its overseas subsidiaries and
 completed the liquidation of NDTV Middle East Ventures FZ LLC, UAE,
 NDTV Four Holdings AB, Sweden and NDTV Networks BV, The Netherlands.
 NDTV Networks Plc, the UK subsidiary of the Company, was also placed
 under members voluntary winding up in March 2011.
 
 Further, the subsidiaries of the Company in Mauritius, namely NDTV Two
 Holdings Limited and NDTV Three Holdings Limited, were also placed
 under liquidation. The liquidation process for these entities is
 expected to be concluded shortly and a formal liquidation certificate is
 awaited.
 
 Subsidiary Companies and Growth
 
 During the year, in orderto transferthe Companys stake in non-news
 business of the group, held by NDTV Networks Plc, UK to an Indian
 entity of the group, the Company set up NDTV Networks Limited, its
 direct subsidiary in India.  NDTV Networks Limited acquired the entire
 share capital held by NDTV Networks Plc in NDTV Labs Limited, NDTV
 Convergence Limited, NGEN Media Services Private Limited and NDTV
 Lifestyle Holdings Private Limited.
 
 During the year, the Company also set up NDTV Lifestyle Holdings
 Private Limited. NDTV Lifestyle Holdings Private Limited is the holding
 company of NDTV Lifestyle Limited, which owns and operates the channel
 NDTV GoodTimes.  NDTV Lifestyle Holdings Pvt. Ltd., an indirect
 subsidiary of the Company and Astro All Asia Networks Plc, entered into
 an agreement for the acquisition of 49% stake in the Lifestyle business
 of the NDTV group by South Asia Creative Assets Limited, a subsidiary
 of Astro All Asia Networks.
 
 Financial Statements of the Subsidiary Companies
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No.2/2011 dated February 8, 2011 has granted general exemption
 under Section 212 of the Companies Act, 1956, waiving the requirement
 to publish individual balance sheets, profit & loss accounts, directors
 reports and auditors reports of the subsidiaries and other documents
 otherwise required to be attached to the Companys accounts. However,
 the annual accounts of the subsidiary companies and the related
 detailed information shall be made available to the members of the
 holding
 
 and subsidiary companies seeking such information at any time. The
 annual accounts of the subsidiary companies shall also be kept open for
 inspection by any member in its registered offce and those of the
 respective subsidiary companies. The Company shall furnish a hard copy
 of details of accounts of subsidiary companies, upon receipt of a
 requisition, from any shareholder.
 
 Employee Stock Option Plan (ESOP-2004)
 
 The Company had instituted the Employee Stock Option Plan - ESOP 2004
 to grant equity-based incentives to all its eligible employees. The
 ESOP 2004 as approved by the shareholders on September 19, 2005
 provides for grant of 4057 thousand options to employees of the Company
 by the ESOP Committee at an exercise price of Rs. 4/- each,
 representing one share for each option upon exercise. The maximum
 tenure of these options granted is 7 years from the date of grant.
 
 Further, the Company had amended the ESOP 2004 Scheme incorporating a
 clause giving the employees a right to surrender the options.
 Consequently, employees holding options equivalent to 18,01,925 had
 exercised their right to surrender.
 
 The details as per the requirements of SEBI (ESOS & ESPS) Guidelines,
 1999 are annexed to and form part of this Report.
 
 Employee Stock Purchase Scheme 2009 (ESPS -2009)
 
 The Company had instituted the Employee Stock Purchase Scheme 2009 (the
 Scheme”) for employees of the Company and its subsidiaries by granting
 shares thereunder. Accordingly, the scheme was formulated in accordance
 with the SEBI (ESOS & ESPS) Guidelines, 1999.
 
 The scheme was approved by the shareholders on March 10, 2009, through
 a postal ballot and provides for allotment of 21,46,540 (Twenty one
 lakhs forty six thousand fve hundred and forty) equity shares to the
 eligible employees of the Company by the ESOP & ESPS Committee at an
 exercise price of Rs. 4/- each.
 
 During the year, the Company has allotted 11,740 equity shares
 (previous year 17,41,435 equity shares) to the eligible employees, out
 of 17,64,425 equity shares issued on March 31, 2009.
 
 The details as per the requirements of SEBI (ESOS & ESPS) Guidelines,
 1999 are annexed and form part of this Report.
 
 significant Events and Agreements
 
 GREENAThON - Greenies Eco Awards
 
 In its endeavorto create environmental awareness, the Company has been
 organizing a nationwide campaign NDTV Toyota Greenathon”, for two
 consecutive years. Greenathon, in its frst and second years, received
 an overwhelming response from Bollywood stars, Chief Ministers from
 different states of India, companies and individuals helping to raise
 funds and lighting up several villages across India. Events were
 organized throughout the country as a part of the Greenathon campaign
 like Mural Wall Painting and planting of tree saplings etc.  THE NDTV
 TOYOTA GREENATHON” is Indias only 24-hour live event to be telecast
 across all NDTV channels, for promoting environmental awareness.
 
 During the year, NDTV, in partnership with Toyota, announced the
 Greenies Eco Awards. These awards were aimed at encouraging,
 acknowledging and awarding the champions of the earth for environmental
 leadership. It showcased examples of excellence and best practices in
 fnding innovative solutions to environmental challenges. The
 nominations for NDTV-Toyota Greenies Eco Awards were selected from
 all over the world.
 
 The winners of Indias frst national environment awards- Greenies Eco
 Awards were announced at an award ceremony in New Delhi graced by the
 President of India, Smt. Pratibha Devisingh Patil.
 
 Tigerthon - Save Our Tiger
 
 Taking forward the campaign Save OurTigers”, NDTV in association with
 Aircel embarked upon a unique initiative to support its campaign Save
 OurTiger” by telecasting a 12-hour Telethon on its network channels.
 During the campaign, wildlife champions from across the country came
 forward to extend a hand in saving the national animal, the Indian
 tiger. The campaign ambassador, Sh. Amitabh Bachchan, highlighted the
 key issues of tiger conservation.
 
 As part of the campaign a special show was aired to engage all the key
 stakeholders and tiger experts to voice their opinion on what needs to
 be done to protect the tigers. The campaign also involved on ground
 events and airing of documentaries promoting the cause of protecting
 the tiger. NDTVs campaign to save our tigers received an overwhelming
 response with people from across the country.
 
 The 12-hour Save Our Tigers Telethon raised Rs 5 crore to set up tiger
 task forces in key reserves across the country.  For this NDTV has been
 joined by a dedicated partnership pledge from the Wildlife Conservation
 Trust (WCT).
 
 world Economic Forum - Davos
 
 The Company extensively covered 2011 World Economic Forum, held at
 Davos during January, 2011, where world dignitaries, economists,
 politicians and top business leaders from around the world gathered to
 discuss free markets and the global economic recovery.
 
 Support My School campaign
 
 In its continued efforts to help build sustainable communities, NDTV
 and Coca-Cola India in association with their NGO partners, UN-Habitat,
 Charities Aid Foundation (CAF) and Sulabh International embarked upon a
 unique initiative - Support My School campaign. The campaign aimed to
 develop over 100 healthy, active and happy schools in rural and
 semi-urban towns by improving basic amenities and subsequently
 generating monetary resources, hence benefitting over 50,000 students
 across the country.
 
 As part of a special launch event, cricketing legend and campaign
 ambassador, Mr. Sachin Tendulkar unveiled the campaign logo. Some of
 the other eminent personalities present to lend their support to the
 campaign included, Sh. Kapil Sibal, Union Minister, Ms. Raveena Tandon,
 actor, Ms. Priya Dutt and Mr. Sanjay Raut, Members of the Parliament.
 
 NDTV Campaign to Save Indias Coasts
 
 NDTV has started a new campaign to Save Indias Coasts. NDTV Toyota
 Etios Save Indias Coast is an initiative to raise awareness regarding
 the serious threat to the Indian coastline.
 
 As part of the campaign, NDTV reporters travelled the length of Indias
 coastline to bring to light the ground reality, galvanize the local
 population and raise national awareness. A special panel including
 environmentalists, politicians and activists discussed the serious
 threat that the Indian coastline is under from unplanned development.
 
 Further details of the significant events and agreements appear in the
 Management Discussion and Analysis Report, which forms part of this
 Report.
 
 Directors
 
 In accordance with the provisions of the Articles of Association of the
 Company, Mr. K V L Narayan Rao and Mr. Amal Ganguli, Directors, are
 liable to retire by rotation, at the ensuing Annual General Meeting and
 are eligible to be re-elected.
 
 The Board, on the recommendation of remuneration committee, has
 approved the revision in remuneration of Mr. K V L Narayan Rao, Group
 CEO and Executive Director, w.e.f. April 1, 2011, for the remaining
 period of his appointment i.e. June 10,2013. The revision in
 remuneration is subject to the approval of the members of the Company
 at the ensuing Annual General Meeting and Central Government, if
 necessary.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors Responsibility Statement, it
 is hereby confrmed:
 
 1.  that in the preparation of the annual accounts forthe financial year
 ended March 31,2011 the applicable accounting standards have been
 followed and there are no material departures;
 
 2.  that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the year under review;
 
 3.  that the Directors have taken proper and suffcient care 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;
 
 4.  that the Directors have prepared the accounts for the financial year
 ended March 31, 2011 on a going concern basis.
 
 Auditors
 
 The Auditors of the Company, M/s. Price Waterhouse, Chartered
 Accountants, hold offce till the conclusion of the ensuing Annual
 General Meeting of the Company and are eligible for re-appointment.
 They have confrmed that their re-appointment as Auditors of the
 Company, if made, would be in accordance with the limits specifed under
 Section 224(1B) of the Companies Act, 1956.
 
 With reference to point no. 4 of the Auditors Report to the members,
 the Directors state that the Company is in the process of obtaining the
 approval of the Central Government for taking its approval in respect
 of the managerial remuneration of the Directors.
 
 The observations of the Auditors in their report read together with the
 Notes on Accounts are self explanatory and therefore, in the opinion of
 Directors, do not call for any further explanation.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Pursuantto Section 217(1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosures of Particulars in the Report of the Board of
 Directors) Rules, 1988, the following information is provided:
 
 A.  Conservation of Energy
 
 Your Company is not an energy intensive unit. However regular efforts
 are made to conserve energy.
 
 B.  Research and Development
 
 The Company continuously makes efforts towards research and
 developmental activities whereby it can improve the quality and
 productivity of its programmes.
 
 C.  Foreign Exchange Earnings and Outgo
 
 During the year, the Company had foreign exchange earnings of Rs. 15.83
 crores (previous year Rs. 11.62 crores). The foreign exchange outgo on
 subscription, uplinking and news service charges, travelling,
 consultancy, software expenses, website expenses, repairs and
 maintenance and other expenses amounted to Rs. 20.85 crores (previous
 year Rs. 28.63 crores). Outgo on account of capital goods and others
 was Rs. 4.61 crores (previous year Rs. 2.72 crores).
 
 Personnel
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the Employees are set out
 in the annexure forming part of this report.
 
 The Directors Report is being sent to all the shareholders excluding
 this annexure. Any shareholder interested in obtaining the copy of this
 annexure may write to the Company Secretary at the registered offce of
 the Company.
 
 Acknowledgements
 
 Your Directors express their grateful thanks and appreciation for the
 assistance and cooperation received from the investors, shareholders,
 banks and business associates during the year under review. Your
 Directors also wish to place on record their appreciation for the
 excellent performance and contribution of the employees to the
 Companys progress during the year under review.
 
                                        For and on behalf of the Board
 
 Place : New Delhi                               Dr. Prannoy Roy
 Date : May 3, 2011                                   Chairman