We were incorporated as New Delhi Television Private Limited on
 September 8, 1988. Subsequently the Company was converted into a
 Public Limited Company and we changed our name to New Delhi
 Television Limited and fresh certificate of incorporation was
 obtained on August 31, 1994. 
 
 History and Key Events  
 
 Financial Year Key Events  
 
 1989 * Produced The World This Week. Times of India rated it among
 India's top five programmes since independence  
 1990 * Produced live coverage of annual Union Budget  
 1991 to 1996 * One of the first private production companies to
 produce news for Doordarshan 
 
  * Popular news and current affairs programmes included The News
 Tonight, Good Morning India and Newshour 
  * Entered into content production agreements with BBC and Star TV 
  * Revalued our assets during financial year 1994 and capitalised
 revaluation reserve of Rs.5 million for the purpose of issuing bonus
 shares on August 14, 1993, in accordance with the then existing
 applicable laws. 
  * Organisation strength increased to 293 from 30 as of March 1994  
 * Awarded the Asian Television Award for Best News Programme in Asia
 for The News Tonight  1997 
 * Entered into a contract with STAR/NTVI for producing news content
 for its 24 hours news channel. The contract expired on March 31, 2003
  
 * Entered into a contract with BBC India to produce a substantial
 portion of its content sourced from India  
 * Awarded the Asian Television Award for Best News Programme in Asia
 for Star News.  
 * Highly commended by Asian Television Awards for Best Current
 Affairs Programme in Asia for Star News on Sunday  
 * Awarded BDA International Award for Star News  1998 
 * Started production of content for the Star News channel Launched  
 * NDTV Online with MSNBC  
 * Elections '98 was highly commended by Asian Television Awards for
 Best Current Affairs Programme in Asia  
 * Meet Your Candidate was highly commended by Asian Television Awards
 for Best Innovative Programme in Asia and was also adjudged the
 co-runner up for Best Current Affairs Programme in Asia  1999 
 * Turning Point was awarded the Best Sports Programme Award by Asian
 Television Awards, while Out Of India was adjudged the Best
 Documentary Programme  2000 
 * Commenced production of non-news programmes such as Yes Minister
 for BBC Hindi  2001 
 * Entered into a contract with Vijay TV for production of Tamil news
 programmes  
 * Won 6 Hero Honda ITA Awards - Best Anchor (Sports Show) - Sports
 Tonight, Best Talk/Chat Show- We the People, Best Editing - IT India
 Tomorrow, Best Show Packaging - Reality Bites, Best Serial (Comedy) -
 Ji Mantriji and Best Actor (Comedy) - Ji Mantriji  2002 
 * Hunger: CBA Award for the best news feature to NDTV  
 * Employee headcount reaches to 789  
 * Won four Asian Television Award - Best News Programme - Star News
 Hour, Best Current Affairs Programme - Reality Bites, Best Current
 Affairs Programme - Witness and Best Sports Programme - Sports
 Tonight 
 * Quantel Artist of the Year 2002 - Asian Winner - Sumanto Roy  2003
 
 * International Emmy award to Star News for programmes Big Fight with
 children and Small Talk with children produced by us in the year 2002.
  
 * Indian Telly Awards for news anchor of the year to RajdeepSardesai
 and lifetime achievement award to Dr.Prannoy Roy; Best news current
 affairs programme (Reality Bites)  * Won five Hero Honda ITA Awards -
 Best Editing, Best Sports Anchor (Sports Tonight), Best Anchor News
 and Current Affairs (Reality Bites), Best Talk/Chat Show (We The
 People), Best Comedy (Chuppa Rustam)  
 * Entrepreneur of the year award (Media) from Ernst & Young to Dr.
 Prannoy Roy and Mrs.Radhika Roy  2004 
 * Obtained uplinking permission from the Ministry of Information &
 Broadcasting 
 * Became an independent news broadcaster  
 * Launched news channels, NDTV 24X7 and NDTV India, on April 14, 2003
  Changes in Memorandum of Association  Since our incorporation, the
 following changes have been made to our Memorandum of Association: 
 Date Change  August 14, 1993 Authorised share capital was increased
 from Rs.500,000 (50.000 shares of Rs.10 each) to Rs.31,500,000
 (3,150,000 shares of Rs.10 each)  March 10, 1994 Authorised share
 capital was increased from Rs.31,500,000 (3,150,000 shares of Rs.10
 each) to Rs. 35,000,000 (3,500,000 shares of Rs.10 each)  March 15,
 1995 Authorised share capital was increased from Rs. 35,000,000
 (3,500,000 shares of Rs.10 each) to Rs. 170,000,000 (17,000,000
 shares of Rs.10 each)  September 30, 1999 Authorised share capital
 was increased from Rs. 170,000,000 (17,000,000 shares of Rs.10 each)
 to Rs. 250,000,000 (25,000,000 shares of Rs.10 each)  January 29,
 2004 Stock-split from face value of Rs.10 to Rs.4 per Equity Share
 Authorised share capital was increased from Rs. 250,000,000
 (25,000,000 shares of Rs.10 each) to Rs. 275,000,000 (68,750,000
 shares of Rs.4 each)  For details, see the section titled Capital
 Structure.  Our Agreements with Financial Investors  Our shareholder
 ICICI Trusteeship Services Limited a/c ICICI Equity Fund has certain
 rights under a Share Purchase Agreement dated June 30,2003 executed
 by the Company with ICICI Bank Limited, novated through a Deed of
 Adherence dated September 5, 2003 in its favour, as amended by a
 supplemental agreement dated October 18, 2003. These agreements shall
 stand terminated with the listing of our equity shares on BSE/NSE
 except that the rights of ICICI Bank Limited to use airtime shall
 survive termination.  We have entered into an agreement dated March
 31, 1995, where GS Media Holdings, GS Television Holdings and GS
 Communication Holdings (collectively referred to as GS Entities) who
 agreed to participate in our Company The agreement provides that the
 price per share in an initial public offering shall not be less than
 Rs.135 per share for an equity share with face value of Rs.10 (Rs.54
 for an Equity Share of the face value of Rs.4). It will, therefore,
 be necessary to obtain prior permission from GS Entities for making a
 relaxation to this condition under the agreement of NDTV with GS
 Entities, if required. NDTV has presently not approached GS Entities
 for seeking this relaxation and there are no formal agreements that
 have been entered into in this regard. As they are offering all its
 shares in the Issue through an Offer for Sale, the agreement shall
 stand terminated on listing of our equity shares.  Other Agreements
 of our Wholly owned Subsidiaries  (a) Agreement with Zee Telefilms
 Limited for production of programme Jeena Isi Ka Naam Hai  Under an
 Agreement dated June 17,2003, Zee Telefilms has engaged NDTV World
 Limited for the execution, coordination and management of the
 production activities of 52 episodes of a Television Programme titled
 Jeena Isi Ka Naam Hai. Under this Agreement, NDTV World has provided a
 warranty to Zee Telefilms limited that no part of the program shall
 violate any Trademark, Copyright and other intellectual property
 rights.  Zee Telefilms have the option to terminate this agreement in
 the following events: (a) In the event of the breach or non-compliance
 of any terms of the Agreement by NDTV World and if such breach remains
 unrectified after 15 days of serving. of notice; (b) In the event of
 failure to delivery the materials in respect of the Jeena Isi Ka Naam
 Hai within the stipulated period or failure to deliver the materials
 of acceptable quality, both creative and technical to Zee Telefilm's
 standard.  NDTV World has the right to terminate this Agreement, if
 the payments from Zee Telefilms remain unpaid beyond 45 days from
 scheduled dates as per agreed terms of payments.  (b) Production
 Agreement with Star India Private Limited (Star India) and NDTV World
 Limited  Under a Production Agreement dated October 7, 2003 effective
 from July 9, 2001 Star India has engaged NDTV World  Our Agreements
 with Wholly Owned Subsidiaries.  (a) Advertisement Sales Agreement
 between NDTV, NDTV Media Limited and ICICI Bank Limited.  By a Share
 Purchase Agreement dated June 30,2003 between ICICI Bank, NDTV, NDTV
 World Limited, Dr. Prannoy Roy and Mrs. RadhikaRoy, NDTV had agreed
 to provide ICICI Bank and/or its group companies with advertising
 time of the value of Rs.150 million in part consideration of the sale
 of shares of NDTV World by ICICI Bank to NDTV.  For the purpose of
 utilization of airtime by ICICI Bank and/or its group companies, an
 Agreement dated October 18,2003 has been entered into between ICICI
 Bank Limited, NDTV and NDTV Media Limited. Under this Agreement, the
 airtime usage for the period upto July, 2004 will be for a value of
 Rs.75 million. For the airtime usage for the period July, 2004
 onwards for a value of Rs.75 million, a separate airtime usage
 Schedule will be entered into between the parties in July, 2004.  (b)
 Agreement between NDTV and NDTV Media  By an Agreement dated April 2,
 2003 entered into between NDTV and NDTV Media Limited, NDTV Media has
 been appointed as an independent representative to provide strategic
 consultancy and solicit advertising for the television channels NDTV
 24 x 7, NDTV India & other future NDTV Channels, strategize and
 execute marketing, on air and off air promotional activities, manage
 traffic and collections, manage NDTV brand merchandising and to
 collect advertisement charges, on behalf of NDTV The term of the
 Agreement is for a period of 5 years. This agreement allows NDTV
 Media to offer its services to non-competing channels.  Our
 Subsidiaries  NDTV News Limited  NDTV News Limited (NDTV News),
 formerly Harshil Overseas Private Ltd., was incorporated on May
 23,1994.lt was acquired by NDTV from the shareholders of Harshil
 Overseas Private Limited on March 27,1997 after necessary approvals
 from the Company Law Board under Section 372 of the Companies Act.
 The name was changed to NDTV News Limited on September 9, 1998. The
 registered office of the Company is in the state of Maharashtra and
 is in the process of being shifted to National Capital Region of
 Delhi. NDTV News is a wholly owned subsidiary of NDTV.  The Company,
 inter-alia is in the business of production and export of programs
 for television, radio, telecommunication and film industry.
 Currently, the Company has only rental income.  The Board of
 directors of NDTV News are Dr. Prannoy Roy, Mrs. Radhika Roy and Mr.
 K.V.L. Narayan Rao.,  NDTV World Limited  NDTV World Limited (NDTV
 World) was incorporated on December 19,2000. The registered office is
 situated in the National Capital Region of Delhi.  NDTV World is a
 wholly owned subsidiary of NDTV and is in the business of production
 of entertainment and other non-news related programs primarily for
 other television channels.  The Board of Directors of NDTV World are
 Mr. K.V.L. Narayan Rao, Mr.Jameskutty PC and Ms.Tara Roy.  It is
 proposed to amalgamate NDTV World Limited with NDTV, effective from
 April 1, 2003. For this purpose a petition under Section 391 and
 Section 394 of the Companies Act, 1956 has been filed in the High
 Court of Delhi for seeking the approval from the Honorable High Court
 to sanction the Scheme of Amalgamation between NDTV and NDTV World
 Limited, which is pending confirmation. The Scheme of Amalgamation
 has already been approved by the requisite majority of shareholders
 and unsecured creditors (in value) of NDTV and NDTV World Limited.
 Once the Scheme of Amalgamation is approved by the Court, all the
 assets and liabilities of NDTV World Limited will be transferred and
 vested in the Company effective from the appointed date i.e, April
 1,2003 at their carrying values in the books of NDTV World Limited as
 governed by the purchase method of accounting as contained in the
 AS-14 'Accounting for Amalgamation issued by ICAI,  The shareholding
 of NDTV World, the amalgamating company, a wholly owned subsidiary of
 NDTV, will extinguish upon its amalgamation with NDTV and there will
 not be any change or effect in the shareholding of NDTV.  NDTV Media
 Limited  NDTV Media Limited (NDTV Media) was incorporated on November
 13, 2002. The registered office is situated in the National Capital
 Region of Delhi.  NDTV Media Limited is carrying on the business of
 buying, selling, advertising time/space on radio, television, video
 and cable etc. in India and abroad and to carry on the business as
 advisors, consultants or advertising agents in any communication or
 media form. NDTV holds 85% in NDTV Media Limited, while the balance
 is held by Mr.L.S. Nayak, which were issued to him on January 5,2004
 as sweat equity, under the Unlisted Companies (Issue of Sweat equity
 Shares) Rules, 2003. Mr.L.S. Nayak is the Chief Executive officer of
 NDTV Media Limited.  The Board of directors of NDTV Media are Dr.
 PrannoyRoy, Mrs. Radhika Roy and Mr. K.V.L. Narayan Rao.  The
 financial highlights of NDTV Media for the financial year 2003 and
 for the nine months period ending December 31, 2003 areas under:
 
 2004
 
 -New Delhi Television Ltd (NDTV) announced that Mr N. R. Narayana
 Murthy, Chairman and Chief Mentor, Infosys Technologies Ltd, and
 three others have joined the NDTV board of directors as independent
 members
 
 -NDTV ties up with WorldSpace to air news
 
 2005
 
 -Launches business channel NDTV PROFIT  on January 17, 2005.
 
 2006
 
 -NDTV enters into strategic alliance with Karan Johar & Dharma
 Productions