TV TODAY NETWORK Share price

OUR HISTORYWe were incorporated on December 28 1999 as a company with limitedliability under the Companies Act 1956. We received the certificatefor commencement of business on February 7 2000. Living Media had beenconducting news broadcasting business through one of its divisions the"TV Today division" since 1994 which was subsequently transferred toTV Today through a Business Transfer Agreement executed between LivingMedia and us on April 202000. For further details see "Our History -Business Transfer Agreement". Presently we provide news through ourtwo news channels Aaj Tak and Headlines Today.We shifted our registered office from K-9 Connaught Circus New Delhi110001 to Videocon Tower E-1Jhandewalan Extension New Delhi 110 055on October 182000 to operate from larger premises.History and Major EventsThe key milestones of our business are as under:Calendar Events Year1988 Launched Newstrack a 90 minute monthly video cassette covering the news of India and the Asian sub-continent1994 Produced Style Today a weekly half-hour fashion magazine1995 Produced a 20-minute Hindi news bulletin Aaj Tak aired on the Metro channel of Doordarshan.1996 Launched Good Morning Today and Sapthahik Aaj Tak. Aired special election programs such as Aap ki Sarkar1997 Launched Business Aaj Tak and aired the proceedings of the Union Budget 1997 in Parliament and also aired its analysis. Newstrack transformed into a weekly television programme aired on the Metro channel of Doordarshan1998 Newstrack was telecast on Star TV for one year. Launched Subah Aaj Tak Dilli Aaj Tak Gaon Aaj Tak Aaj Ki Naari and Aaj Ka Agenda. Also aired Election Results 1998 Aap Ka Faisla Economic Survey Curtain Raiser to the Budget and Assembly Elections. 1999 T.V. Today Network Limited incorporated2000 Living Media transferred news broadcasting business to TV Today in accordance with the terms and conditions of the Business Transfer Agreement 2000 Aaj Tak launched as a 24-hour news channel providing Hindi news2001 Aaj Tak declared the Best News Channel by Indian Television Academy Awards in 20012002 Aaj Tak declared the Best News Channel by Indian Television Academy Awards in 20022003 Launched the English news channel. Headlines Today2003 Aaj Tak maintained its lead over competitors and reached approximately 22.7 million viewers as per TAM viewership data for the week ended November 15 20032003 Aaj Tak declared the Best News Channel by Indian Television Academy Awards in 2003 and TV News Channel of the Year Award by Indian Telly Awards 2003Agreements related to our ShareholdersICICI Trusteeship Services had entered into an Investment Agreement("ICICI Investment Agreement") with our Company dated September 222000. This agreement was executed in order to lay down the terms andconditions on the basis of which ICICI Trusteeship Services Limitedagreed to subscribe to 2400000 Equity Shares of the Company of Rs. 10each.Living Media and Bharti Systel entered into a Subscription Agreement("Bharti Subscription Agreement") dated July 142001 with our Company.This agreement was executed in order to lay down the terms andconditions on the basis of which Bharti Systel agreed to subscribe to2400000 Equity Shares of the Company of Rs. 10 each.Our shareholders ICICI Trusteeship Services (A/c ICICI Emerging SectorFund) and Bharti Systel have through their letters dated October .14 2003 and October 15 2003 respectively consented to thetermination of ICICI Investment Agreement and Bharti SubscriptionAgreement respectively on the listing of our Equity Shares on thestock exchanges. Therefore these agreements have no force or effectpost the completion of the Issue and the listing of our Equity Shareson the stock exchanges.GE Capital Mauritius Equity Investment and Living Media entered into anInvestment Agreement dated December 11 2002 (the GE InvestmentAgreement) with our Company. This agreement was entered into for thepurposes of setting out the terms and conditions on the basis of whichGE agreed to subscribe to 800000 Equity Shares of the Company of Rs.10 each.GE Capital Mauritius Equity Investment through its letter datedOctober 17 2003 has consented to termination oftheGE InvestmentAgreement with us excepting certain clauses which relate to thisIssue such as non-classification of GE Capital Mauritius EquityInvestment as the promoter for the purposes of the SEBI Guidelines andLiving Media to offer its shares for the purposes of promoter's lock-inunder the SEBI Guidelines.Our Business Transfer AgreementThere is a business transfer agreement between Living Media and TVToday dated April 20 2000. The principal provisions are as under:Agreement for the transfer of television related transmission divisionof Living Media to us as a going concern along with related plantmachinery and stock with effect from April 1 2000;Living Media has transferred title by delivery of possession of all itsmovable assets to our Company;Living Media has transferred all its assets used by us as a goingconcern including all tangible and intangible assets used in orotherwise related to the business of Living Media;We had acknowledged that all employees of Living Media willing toaccept employment with us would be employed by us on the same terms ofservice;Living Media has transferred all plant machinery tools fixed assetsvehicles fixtures furniture equipment supplies books recordsagreements contracts and liabilities related to the transmissionbusiness which was run as a division of Living Media prior to theincorporation of our Company to us;Living Media has licensed to us on a non-exclusive basis the righttotelecast the "library" and has also licensed the non-exclusive use ofthe content available or acquired by Living Media (excluding internetor online delivery) as a part of its ongoing business of publishingfor the means of distribution through television including withoutlimitation terrestrial cable and satellite television throughout theworld;TV Today has paid as consideration for the said transfer aconsolidated purchase price of Rs.87 million. As part of theconsideration paid to Living Media we have agreed to provide to LivingMedia exclusive rights for the content that we produce for deployingin publication internet or other medium for online delivery at noconsideration. This arrangement requires our consent to be obtainedprior to such assignment and/or transfer to competing third parties.