Deccan Chronicle Holdings Ltd

Dear Shareholders,

Your Directors take pleasure in presenting the 8^th Annual Report and theAudited Accounts of your Company for the year ended March 31, 2010 together with theAuditors’ Report thereon.

Financial Results

Your Company’s summarized financial results for the year under review is as under:

Financial Review

Your company has been able to post a satisfactory performance during the year underreview. The total revenues registered an increase of 7.5% from Rs.85,761.52 lakhs to92,194.54 lakhs with profit after tax increasing by 86% from Rs.14,007.09 lakhs toRs.26,091.81 lakhs.

Amalgamation of subsidiaries

During the year under review company’s subsidiaries Sieger Solutions Ltd.,Asianage Holdings Ltd. and Deccan Chronicle Bangalore Limited (which became a subsidiaryduring the year under review) were amalgamated with the company pursuant to a Scheme ofAmalgamation sanctioned by the Hon’ble High Court of Andhra Pradesh vide its Orderdated 12^th March 2010. The Appointed Date of amalgamation being 1^stApril 2009, the financials for the year under review have been prepared after givingeffect to the Amalgamation.

Dividend

Your Directors do not propose payment of further dividend for the year under review andrecommend for your consideration the confirmation of 3 Interim Dividends of Re.1/- pershare each declared on 31^st July, 2009; 30^th October, 2009; and 29^thJanuary, 2010 respectively and already paid to the shareholders.

Buy back of Equity Shares

In terms of the provisions of Companies Act, 1956 and the Securities and Exchange Boardof India (Buy Back of Securities) Regulations, 1998 and pursuant to the approval ofshareholders obtained by Postal Ballot and the approval of SEBI, the Company announced itsOffer to buy back a minimum of 1 crore equity shares, a maximum of 3.5 crores equityshares at a price per share not exceeding Rs.100/- at a total outlay not exceeding Rs.180crores through stock market mechanism. The buy back offer commenced on 12^thAugust 2009 and closed on 25^th January, 2010.

Pursuant to the said Buy Back Offer the Company bought back and cancelled 26,54,761Equity Shares of Rs.2/- each of an aggregate face value of Rs.53,09,522/-. Consequently,the Paid up Equity Share Capital of the Company as on March 31, 2010 stood reduced toRs.48,44,45,568/- comprising of 24,22,22,784 Equity Shares of Rs.2/- each.

FCCB Conversion

During the current year, holder(s) of 3,000 Foreign Currency Convertible Bonds (facevalue - USD 1,000 each) opted for conversion of the bonds into equity shares. Pursuant tothe option exercised and in accordance with the terms of issue of these bonds, 12,49,435Equity Shares of Rs.2/- each were allotted on 14^th May, 2010. Consequently thepaid up equity capital of the company with effect from 14^th May, 2010 standsincreased to Rs.48,69,44,438/- comprising of 24,34,72,219 equity shares of Rs.2/- each.With the aforesaid conversion the entire 54,022 FCCBs issued by the company standsconverted.

Ratings for Term Funding

During the year CARE has reaffirmed ‘PR1+’ for short term funding &‘AA’ for long term funding signifying high-credit quality and low credit risk,which signifies high degree of safety with regard to timely payment of interest andprincipal on the instruments.

Subsidiary Companies

Deccan Chargers Sporting Ventures Limited, Odyssey India Limited and NetlinkTechnologies Limited are subsidiaries of the company. Netlink Technologies Limited a stepdown subsidiary, became a direct subsidiary of the company during the year consequent toamalgamation of its holding company viz., Sieger Solutions Ltd. with the company. Ministryof Corporate affairs has granted approval under section 212(8) of the Companies Act, 1956,exempting the Company from attaching with the Annual Report of the Company, copies of thereports of the board of directors and auditors, balance sheet and profit & lossaccount of subsidiary companies.

Pursuant to Accounting Standard 21, notified under Companies (Accounting Standards)Rules, 2006, Consolidated Financial Statements presented by the Company include thefinancial information of the subsidiary companies. The Company will make available theaudited annual accounts and related details of its subsidiaries upon request by any memberof the company.

These documents will also be available for inspection during business hours at theregistered office of the company and the subsidiary companies concerned.

Directors

Mr. T. Venkattram Reddy and Mr. T. Vinayak Ravi Reddy have been appointed as Chairmanand Vice Chairman for a period of 5 years with effect from 16^th May, 2010 onfresh terms. Mr. P.K. Iyer and Mr. N. Krishnan have been appointed as Vice Chairman andManaging Director of the company with effect from 16^th May, 2010 for a periodof 5 years. The above appointments are subject to the approval of members at the ensuingannual general meeting.

Mr. T. Venkattram Reddy, Mr. P.K. Iyer and Mr. M. Sukumar Reddy retire by rotation atthe ensuing annual general meeting and being eligible have offered themselves forreappointment.

Report on Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Clause 49 of the Listing Agreement with the Stock Exchanges a report onCorporate Governance is given in the Annual Report. Certificate of the Auditor regardingcompliance with the conditions of corporate governance is also given.

Management Discussion and Analysis

A detailed Management Discussion and Analysis is provided in the Annual Report.

Fixed Deposits

During the year under review, your company has neither invited nor accepted anydeposits from the public.

Statutory Auditors

M/s. C B Mouli & Associates, Chartered Accountants, Statutory Auditors of theCompany, hold office, in accordance with the provisions of the Act up to the conclusion ofthe forthcoming Annual General Meeting. The Company has received letter from M/s. C BMouli & Associates, Chartered Accountants to the effect that their appointment, ifmade, would be within the prescribed limits under Section 224 (IB) of the Companies Act,1956, and that they are not disqualified for such appointment within the meaning ofSection 226 of the Companies Act, 1956.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of employees) Rules 1975 as amended from time to time forms part of thisreport. However, as per the provisions of Section 219(1) (b)(iv) of the Act, the Reportand Accounts are being sent to all members excluding the statement containing theparticulars of employees to be provided under section 217(2A) of the Act. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company.

Directors’ Responsibility Statement

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to"Directors’ Responsibility Statement", it is hereby confirmed;

(i) that in the preparation of the annual accounts for the financial year ended 31stMarch, 2010, the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities:

(iv) that the directors had prepared the annual accounts for the financial year ended31st March, 2010 on a going concern basis.

Conservation of Energy, Technology Absorption

Particulars regarding conservation of energy, technology absorption are not applicableto printing and publishing of newspapers and periodicals.

Foreign Exchange Earnings and Outgo

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, the information relating to foreign exchange earnings and outgo is provided as underand the details of which is mentioned in Note No. 3.3. of the Notes to the Accounts.

Acknowledgements

The Directors take this opportunity to thank Company’s customers, suppliers,bankers, financial Institutions for their consistent support to the Company. YourDirectors express their appreciation for the dedicated and sincere services rendered bythe employees of the Company at all levels. Your Directors also wish to express theirgratitude to the Shareholders for the confidence reposed by them in the Company and forthe continued support and co-operation.