REG-Network 18 Holdings Limited: Offer by Network 18 Holdings Limited

Part 1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

FOR IMMEDIATE RELEASE

30 July 2009

Mandatory Cash Offer

for

The Indian Film Company Limited

by

Network 18 Holdings Limited

(a subsidiary of Network 18 Media and Investments Limited)

advised by PKF (UK) LLP

Summary

Network 18 Holdings announces that it has today acquired 7,913,500 Indian Film
Company Shares at a price of 39.75 pence per share. Network 18 Holdings is
owned as to 99.99% by Network 18 Media and as a result of this acquisition, the
Network 18 Parties now own in aggregate 19,813,500 Indian Film Company Shares,
equating to approximately 36 per cent. of the issued Indian Film Company
Shares.

Accordingly, as required by Rule 9 of the Code, Network 18 Holdings announces a
mandatory cash offer for all Indian Film Company Shares (other than those
already owned by the Network 18 Parties). The Offer is at 40 pence per share
(being not lower than the highest price paid by Network 18 Holdings or any
person acting in concert with Network 18 Holdings for any Indian Film Company
Shares acquired during the 12 months ended 30 July 2009).

Under the terms of the Offer, Indian Film Company Shareholders who accept the
Offer will receive:

For each Indian Film CompanyShare40pence in cash

The Offer values The Indian Film Company's entire issued ordinary share capital
at £22 million.

The Offer of 40 pence in cash for each Indian Film Company Share represents a
premium of approximately 1.2 per cent. to the closing mid-market price of 39.5
pence per Indian Film Company Share on 29 July 2009, being the last business
day prior to the commencement of the Offer Period.

The Indian Film Company Shares that are subject to the Offer will be acquired
by Network 18 Holdings fully paid with full title guarantee and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other third party rights or interests of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including, without
limitation, voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
30 July 2009.

The Offer will be made in accordance with the requirements of rule 9 of the
Code. The Offer is conditional only upon Network 18 Holdings receiving valid
acceptances in respect of Indian Film Company Shares which, together with
Indian Film Company Shares owned, acquired or agreed to be acquired before or
during the Offer, will result in the Network 18 Parties holding Indian Film
Company Shares carrying more than 50 per cent. of Indian Film Company's voting
rights.

PKF is acting as financial adviser to Network 18 Holdings.

This summary should be read in conjunction with the full text of the following
announcement including the appendices. The Offer will be subject to the c
ondition and further terms set out in Appendix I to this announcement and to
the further terms to be set out in the Offer Document. Terms used in this
summary shall have the same meaning given to them in the full announcement.
Appendix II contains details of the bases and sources of information set out in
this announcement and Appendix III contains definitions of certain expressions
used in this announcement. All times referred to are London times unless
otherwise stated.

Enquiries:

PKF (UK) LLP (Financial Adviser to Network 18 020 7065 0000
Holdings)

Stephen Bayfield

Araminta Sugden

PKF (UK) LLP, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Network 18 Holdings in
connection with the Offer and no one else, and will not be responsible to
anyone other than Network 18 Holdings for providing the protections afforded to
clients of PKF (UK) LLP nor for providing advice in relation to the Offer, or
the contents of this announcement or any arrangement referred to herein.

PKF (UK) LLP has given and not withdrawn its written consent to the release of
this announcement with the inclusion of the references to its name in the form
and context in which they are included.

The Network 18 Holdings Directors and the Network 18 Media Directors accept
responsibility for the information contained in this announcement, save that
the only responsibility accepted by them in relation to the information in this
announcement relating to The Indian Film Company is to ensure that has been
correctly and fairly produced and presented from public sources. To the best of
the knowledge and belief of the Network 18 Holdings Directors and the Network
18 Media Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of any
of the Excluded Territories and cannot be accepted by any such use, means,
instrumentality or facility or from within any of the Excluded Territories.

This announcement does not constitute an invitation to purchase any securities
or the solicitation of an offer to purchase any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the
Form of Acceptance accompanying it, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Network 18
Media, certain of the other Network 18 Parties and The Indian Film Company and
certain plans and objectives of the boards of directors of Network 18 Holdings,
and Network 18 Media. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "continue", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the boards of
directors of Network 18 Holdings, and Network 18 Media in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in, or implied by, such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. No Network 18 Holdings Director,or
Network 18 Media Director and neither Network 18 Holdings nor, Network 18 Media
assume any obligation to update or correct the information contained in this
announcement.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of The Indian Film
Company, Network 18 Holdings or, Network 18 Media or the Enlarged Group except
where otherwise stated.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if during an Offer Period any
person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of The Indian Film Company, all
"dealings" in any "relevant securities" of that company (including by means of
an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "Offer Period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of The Indian Film Company, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of The Indian Film Company by The Indian Film Company or by Network
18 Holdings, or by any of their respective "associates", must be disclosed by
no later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Code, which can
also be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Panel.

A copy of this document will be published and available for download from http:
//www.pkf.co.uk/n18

Part 2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

FOR IMMEDIATE RELEASE

30 July 2009

Mandatory Cash Offer

for

The Indian Film Company Limited

by

Network 18 Holdings Limited

(a subsidiary of Network 18 Media and Investments Limited)

advised by PKF (UK) LLP

1. Introduction

Network 18 Holdings announces that it has today acquired 7,913,500 Indian Film
Company Shares at a price of 39.75 pence per share. Network 18 Holdings is
owned as to 99.99% by Network 18 Media and as a result of this acquisition, the
Network 18 Parties now own in aggregate 19,813,500 Indian Film Company Shares,
equating to approximately 36 per cent. of the issued Indian Film Company
Shares.

Accordingly, as required by Rule 9 of the Code, Network 18 Holdings is obliged
to make a mandatory cash offer for all Indian Film Company Shares (other than
those already owned by the Network 18 Parties). The Offer is at 40 pence per
share (being not lower than the highest price paid by Network 18 Holdings or
any person acting in concert with Network 18 Holdings for any Indian Film
Company Shares acquired during the 12 months ended 30 July 2009).

The Board of Network 18 Holdings therefore announces the terms of its cash
offer for the entire issued and to be issued share capital of The Indian Film
Company not already owned by the Network 18 Parties.

2. The Offer

In accordance with Rule 9 of the Code, Network 18 Holdings will offer to
acquire all of the Indian Film Company Shares not already owned by Network 18
Holdings and the Network 18 Parties on the following basis:

For each Indian Film CompanyShare40pence in cash

The Offer values The Indian Film Company's entire issued ordinary share capital
at £22 million.

The Offer of 40 pence in cash for each Indian Film Company Share represents a
premium of approximately 1.2. per cent. to the closing mid-market price of 39.5
pence per Indian Film Company Share on 29 July 2009, being the last business
day prior to the commencement of the Offer Period.

The Indian Film Company Shares that are subject to the Offer will be acquired
by Network 18 Holdings fully paid with full title guarantee and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other third party rights or interests of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including, without
limitation, voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
30 July 2009.

The Offer will be made in accordance with the requirements of rule 9 of the
Code. The Offer is conditional only upon Network 18 Holdings receiving valid
acceptances in respect of Indian Film Company Shares which, together with
Indian Film Company Shares owned, acquired or agreed to be acquired before or
during the Offer, will result in the Network 18 Parties holding Indian Film
Company Shares carrying more than 50 per cent. of The Indian Film Company's
voting rights. The Offer will accordingly be subject to the condition and
further terms set out in Appendix I to this announcement and to the further
terms to be set out in the Offer Document and in the Form of Acceptance.

In accordance with the Code, the Offer will lapse if the acquisition of Indian
Film Company by Network 18 Holdings is referred to the Competition Commission
on or before the later of 3.00 p.m. on the first closing date of the Offer and
the date on which the Offer becomes or is declared unconditional.

3. Irrevocable Undertakings

Network 18 Holdings has not sought, nor obtained, irrevocable undertakings to
accept the Offer from any Indian Film Company Shareholder.

4. Information on Network 18 Parties

Network 18 Holdings

Network 18 Holdings is an existing subsidiary of Network 18 Media. Network 18
Holdings is owned as to 99.99 per cent. by Network 18 Media and as to 0.01 per
cent. by Television Eighteen Mauritius Limited, another Network 18 Group
company. Network 18 Holdings is the holding company of TV18 HSN Holdings
Limited Cyprus, which in turn owns 100% of the issued equity share capital of
TV18 Home Shopping Network Limited, which operates a home shopping service
under the brand "Homeshop 18".

Network 18 Media

Network 18 Media is one of India's leading full play media conglomerates with
interests in television, print, internet, filmed entertainment, mobile content
and allied businesses. Its shares are listed on the Bombay Stock Exchange and
the National Stock Exchange of India and over 51 per cent of the issued share
capital of Network 18 Media is controlled by Raghav Bahl and his relatives.
Through its holding in Television 18, Network18 Media operates India's leading
business news television channels, CNBC-TV18 and CNBC Awaaz. Television 18,
also has its shares traded on the Bombay Stock Exchange and the National Stock
Exchange of India, and is owned as to approximately 51 per cent. by the
promoter group of Network 18 Media, Raghav Bahl, his wife and others.

Through its holding in Television 18 and ibn 18 Broadcast Ltd (formerly Global
Broadcast Network Ltd) ("ibn 18"), Network 18 Media runs one of India's largest
Internet players - Web18. Through its holding in Television 18, Network 18
Media also runs one of India's leading real time financial information and news
terminals - Newswire18. Through its holding in ibn18 which is also listed on
the Bombay Stock Exchange and the National Stock Exchange of India, Network 18
Media operates in the general news and entertainment space with leading general
news channels CNN-IBN and IBN7 and has launched IBN Lokmat, a Marathi news
channel in partnership with the Lokmat group. ibn18 also operates a joint
venture with Viacom, called Viacom18 Media Private Limited ("Viacom 18") which
houses the MTV, VH1 and Nickelodeon channels and the recently launched Hindi
general entertainment channel `Colors' in India. This channel has recently
gained the top slot in viewership ratings (for the weeks beginning 17 May and
24 May 2009 according to the TAM ratings chart). Additionally, through its
holding in Network 18 Holdings, Network 18 Media holds the Network 18 Group's
online & on-air home shopping venture, Homeshop18. It also owns a full spectrum
events management venture, E18.

For the year ended 31 March 2009, Network 18 Media reported consolidated
turnover of Rs. 7,655 million (£105 million) and consolidated operating loss of
Rs.2,672 million (£37 million). The sterling amounts are calculated based on an
exchange rate of Rs 72.861/£1 being the rate of exchange on 31 March 2009 from
the official website of the Reserve Bank of India, India's central bank,
www.rbi.org.in.

For the year ended 31 March 2008, Network 18 Media reported consolidated
turnover of Rs. 6,477 million (£81 million) and consolidated operating profit
of Rs 793 million (£10 million). As at 31 March, 2008, consolidated net assets
of Network 18 Media were Rs. 3,613 million (£45 million). The sterling amounts
referred to above are on the basis of an exchange rate of Rs 79.53/£1, being
the rate of exchange on 31 March 2008 from the official website of the Reserve
Bank of India, India's central bank, www.rbi.org.in.

On 16 July 2009, Network 18 Media announced its Consolidated Unaudited
Financial Performance update for the quarter ended 30 June 2009 in which
Network 18 Media reported a consolidated turnover of Rs.2265.14 Million (£28.28
Million) and consolidated operating loss of Rs.347.88 Million (£4.34 Million)
for the quarter ended 30June 2009. The sterling amounts referred to above are
on the basis of an exchange rate of Rs 80.0841/£1, being the rate of exchange
on 30 Jun 2009 from the official website of the Reserve Bank of India, India's
central bank, www.rbi.org.in

Raghav Bahl

Raghav Bahl has over 22 years of experience in entertainment, media and
journalism. He began his career in media in 1985 as a correspondent and
anchorperson for Doordarshan, the Indian state owned national broadcaster. He
was the anchorperson and production consultant for India's first monthly video
news magazine, Newstrack, produced by the India Today group. From 1991 to 1993,
Mr Bahl was executive director of Business India Television and produced the
Business India Show and Business A.M. on Doordarshan. He was the winner of the
Sanskriti Award for Journalism in 1994 and has written articles for The Times
of India, The Statesman and The Pioneer. Mr. Bahl is a member of the World
Economic Forum and is the founder and majority shareholder of Network 18 Media.
In 2007, Mr. Bahl was ranked by one of India's leading magazines, India Today,
as the 15th most powerful man in India. Mr. Bahl was also named the Business
Transformation Entrepreneur for the year 2007 by Ernst & Young. He has been
married to his wife, Ritu Kapur since 18 December 1993.

BK Media

BK Media is a company owned by BK Media Private Limited (India) which is held
100 per cent by Mr Bahl and his wife, Ritu Kapur.

5. Interests of the Network 18 Parties in The Indian Film Company

As at the date of this document, Network 18 Holdings owns 7,913,500 Indian Film
Company Shares, Network 18 Media owns 10,000,000 Indian Film Company Shares and
BK Media owns 1,900,000 Indian Film Company Shares. With the exception of the
Indian Film Company Shares held by Network 18 Holdings which were acquired on
30 July 2009, all of these Indian Film Company Shares were subscribed at the
time of The Indian Film Company's admission to trading on AIM. No other Network
18 Party currently owns any Indian Film Company Shares.

The persons acting, or deemed to be acting, in concert with Network 18 Holdings
for the purposes of the Offer are Network 18 Media and its associates, BK
Media, and Raghav Bahl and his associates. A list of all of the concert parties
will be included in the Offer document.

Save as set out above, neither Network 18 Holdings nor, so far as Network 18
Holdings is aware, any person acting or deemed to be acting in concert with
Network 18 Holdings, has any interest in any Indian Film Company Shares or in
any securities convertible or exchangeable into Indian Film Company Shares
("Relevant Indian Film Company Securities") or has any rights to subscribe for
Relevant Indian Film Company Securities or holds any short position in relation
to Relevant Indian Film Company Securities (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery, or has borrowed or lent
any Relevant Indian Film Company Securities (save for borrowed Indian Film
Company Shares which have been either on-lent or sold) or has any arrangement
in relation to Relevant Indian Film Company Securities. For these purposes,
"arrangement " includes indemnity or option arrangements and any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
Indian Film Company Securities which may be an inducement to deal or refrain
from dealing in such securities. In the interests of secrecy prior to this
announcement, Network 18 Holdings has not made any enquiries in this respect of
certain parties which are or may be deemed to be acting in concert with it for
the purposes of the Offer. If such enquiries, which are now being made, reveal
any relevant additional interests, the same will be discussed with the Panel
and, if appropriate, will be disclosed to Indian Film Company Shareholders

6. Information on The Indian Film Company

The Indian Film Company was incorporated in 2007 and established as a
registered closed ended investment fund to make investments in both Indian
films and films primarily targeted at the Indian audience. The shares of The
Indian Film Company were admitted to trading on the AIM market of the London
Stock Exchange on 18 June 2007. The Indian Film Company operates as an
externally managed India-focused motion picture company with outsourced
production and distribution functions. The Indian Film Company was specifically
created to invest in a portfolio of Indian films and films primarily targeted
at the Indian audience of varying genre, language and budget. The Indian Film
Company benefits from a special relationship with Studio 18, a division of
Viacom 18. Studio 18 was launched in June 2006 as a full production,
co-production, marketing and global distribution platform. The Indian Film
Company has first right of refusal on any Film Project originated by Studio 18,
although The Indian Film Company also retains the flexibility to explore and
invest in Film Projects generated by other production companies.

As at 31 March 2009, the Indian Film Company Group held investments with a
carrying value of £52.06 million (at 31 March 2008: 31.39 million). The Indian
Film Company Group recorded a net profit for the year ended 31 March 2009 of £
3.89 million (period to 31 March 2008: £1.96 million) giving earnings per share
of 7.07 pence (2008: 3.56 pence). The Indian Film Company Group's net asset
value ("NAV") as at 31 March 2009 was 117.32 pence per Indian Film Company
Share (2008: 99.59 pence).

7. Background to and reasons for the Offer

The film industry in India has become highly competitive, with many large
Indian and International companies having entered the fray. Network 18 Holdings
believes that without exception, all of the major players substantially own and
control their film entities, enabling them to leverage fully their respective
strengths and optimize benefits. These include Reliance, UTV, Eros, Mahindra &
Mahindra, PVR, Inox, Sony, Warner Bros and Fox. Increasingly, this is becoming
critical to their long-term success in this competitive industry.

The Indian Film Company is (to Network 18 Holdings knowledge) the only notable
exception where an entity exclusively focused on the Indian film industry is
backed by a relatively passive minority stake of the sponsor, Network 18 Media.
Network 18 Holdings believes this puts The Indian Film Company at a significant
competitive disadvantage. The proposed Offer, if successful, would result in
The Indian Film Company being consolidated as a Network 18 Group company,
allowing The Indian Film Company the full benefits of directly and openly
leveraging Network 18 Group's strengths such as its branding, its association
with best media brands in the world, i.e. CNN, CNBC, Viacom and Forbes, its
track record in the media sector in India and will enable it to compete better
with the other big names of the industry.

Network 18 Holdings anticipates that if it and its associated companies owned a
controlling interest in The Indian Film Company, this would lead to greater
traction with all film industry participants such as Producers, Directors,
Artists, Distributors and Exhibitors and would allow a more direct association
with the branding that the Network 18 Group enjoys in the media industry, and
would also result in better access to capital on the strength of Network 18
Group's track record with the financial community.

Indian Film Company Shares have witnessed a lot of pressure on prices in recent
times. Although the share price saw an increase following publication of The
Indian Film Company's results for the year ended 31 March 2009, it subsequently
fell back. Whilst there has since been a further increase, this has been on the
back of very thin volumes and Network 18 Holdings believes that this is an
strong indication of the regular downward pressures on the value of Indian Film
Company Shares. Whilst one reason for this is certainly the current
unfavourable market conditions and the current global situation, Network 18
Holdings understands that some investors are concerned at the share prices
being consistently lower than the net asset value of The Indian Film Company.
While share prices directly do not affect The Indian Film Company's operations,
they do affect the liquidity, market capitalization and future capital raising
plans.

Network 18 Holdings believes that the Offer provides an opportunity for some
short-term investors, who are under pressure, to exit at a reasonable price.
Simultaneously, Network 18 Holdings believes that such a clear manifestation of
its long-term commitment to The Indian Film Company will be welcomed by
longer-term investors.

As a consequence, Network 18 Holdings envisages that if it acquires a
controlling interest, The Indian Film Company will continue with its listing on
AIM such that those Indian Film Company Shareholders who wish to retain their
interests in The Indian Film Company can continue to enjoy all the benefits
associated with a listed entity, but with a stronger ownership structure.
Network 18 Holdings believes that this will lead to enhanced liquidity, capital
appreciation and scale.

8. Financing of the Offer

The Offer is being financed through existing financial resources available to
Network 18 Holdings. PKF, as financial adviser to Network 18 Holdings, is
satisfied that sufficient resources are available to Network 18 Holdings to
satisfy in full the cash consideration payable to Indian Film Company
Shareholders assuming full acceptance of the Offer.

9. Management and employees

Network 18 Holdings attaches great importance to the skills and experience of
the existing management and employees of The Indian Film Company and its
subsidiaries. Accordingly, assuming Network 18 Holdings acquires sufficient
Indian Film Company Shares so that the Network 18 Parties have a controlling
interest, Network 18 Holdings will ensure the existing contractual employment
and pension rights of all employees and management of the Indian Film Company
Group will be fully safeguarded. It is Network 18 Holding's current intention
that key members of the management team should remain with The Indian Film
Company.

Network 18 Holdings has no current plans to change the current strategy of The
Indian Film Company or the location of The Indian Film Company's operational
places of business, although this will be kept under review with a view to
maximizing value for shareholders.

10. Listing

In the event that the Network 18 Parties obtain a controlling interest, Network
18 Holdings currently intends that the listing of Indian Film Company Shares on
AIM should be maintained.

Should the Offer become unconditional and Network 18 Holdings acquires such
number of Indian Film Company Shares that the Network 18 Parties own more than
75 per cent of The Indian Film Company's issued share capital however, then
Network 18 Holdings reserves the right to consider all of the options available
to it, which may include the cancellation of The Indian Film Company's listing
on AIM. Such cancellation (which would only be effected in accordance with the
AIM Rules) would significantly reduce the liquidity and marketability of Indian
Film Company Shares in respect of which acceptances of the Offer are not
submitted and the value of any such Indian Film Company Shares may be affected
as a consequence.

If Network 18 Holdings receives valid acceptances under the Offer in respect
of, and/or otherwise acquires, 90 per cent, or more of the Indian Film Company
Shares to which the Offer relates, it may seek to exercise its rights under
Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Indian Film Company Shares.

11. Overseas Indian Film Company Shareholders

The implications of the Offer for Indian Film Company Shareholders resident in,
ordinarily resident in, or who are citizens of any jurisdiction outside of the
UK ("Overseas Indian Film Company Shareholders") may be affected by the laws of
the relevant jurisdictions. Such Overseas Indian Film Company Shareholders
should inform themselves about and observe any applicable legal requirements.
It is the responsibility of each Overseas Indian Film Company Shareholder to
satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required to be
observed and the payment of any issue, transfer or other taxes in such
jurisdictions. If any Indian Film Company Shareholder is in any doubt as to his
eligibility to participate in the Offer, he should contact his independent
professional adviser immediately.

13. General

The full terms and conditions of the Offer will be set out in the Offer
Document and the Form of Acceptance which will accompany it. In deciding
whether or not to accept the Offer, Indian Film Company Shareholders must rely
solely on the terms and conditions of the Offer and the information contained,
and the procedures described, in the Offer Document and the Form of Acceptance.
Indian Film Company Shareholders are advised to read the Offer Document and the
Form of Acceptance carefully once these have been despatched. It is anticipated
that the Offer Document will be despatched to Indian Film Company Shareholders
(other than Indian Film Company Shareholders in an Excluded Territory) as soon
as practicable but in any event within twenty eight days of the date of this
announcement.

The Offer will be governed by English law and be subject to the applicable
requirements of the City Code, the Panel and the London Stock Exchange.

Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements of those jurisdictions.

Appendix I to this announcement contains the condition to and a summary of
certain further terms of the Offer, Appendix II contains further details of the
bases and sources of information set out in this announcement and Appendix III
contains definitions of certain expressions used in this announcement. All
times referred to are London times unless otherwise stated.

Enquiries:

PKF (UK) LLP (Financial Adviser to Network 18 020 7065 0000
Holdings)

Stephen Bayfield

Araminta Sugden

PKF (UK) LLP, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Network 18 Holdings in
connection with the Offer and no one else, and will not be responsible to
anyone other than Network 18 Holdings for providing the protections afforded to
clients of PKF (UK) LLP nor for providing advice in relation to the Offer, or
the contents of this announcement or any arrangement referred to herein.

PKF (UK) LLP has given and not withdrawn its written consent to the release of
this announcement with the inclusion of the references to its name in the form
and context in which they are included.

The Network 18 Holdings Directors and the Network 18 Media Directors accept
responsibility for the information contained in this announcement, save that
the only responsibility accepted by them in relation to the information in this
announcement relating to The Indian Film Company is to ensure that has been
correctly and fairly produced and presented from public sources. To the best of
the knowledge and belief of the Network 18 Holdings Directors and the Network
18 Media Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of any
of the Excluded Territories and cannot be accepted by any such use, means,
instrumentality or facility or from within any of the Excluded Territories.

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Network 18
Media, certain of the other Network 18 Parties and The Indian Film Company and
certain plans and objectives of the boards of directors of Network 18 Holdings,
and Network 18 Media. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "continue", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the boards of
directors of Network 18 Holdings, and Network 18 Media in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in, or implied by, such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. No Network 18 Holdings Director,or
Network 18 Media Director and neither Network 18 Holdings nor, Network 18 Media
assume any obligation to update or correct the information contained in this
announcement.

The statements contained in this document are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date. Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of The Indian Film
Company, Network 18 Holdings or, Network 18 Media or the Enlarged Group except
where otherwise stated.

This announcement does not constitute an invitation to purchase any securities
or the solicitation of an offer to purchase any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the
Form of Acceptance accompanying it, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if during an Offer Period any
person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of The Indian Film Company all
"dealings" in any "relevant securities" of that company (including by means of
an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "Offer Period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of The Indian Film Company, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of The Indian Film Company by The Indian Film Company or by Network
18 Holdings, or by any of their respective "associates", must be disclosed by
no later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Code, which can
also be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Panel.

A copy of this document will be published and available for download from http:
//www. pkf.co.uk/n18

APPENDIX I - CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1. The Offer is conditional on valid acceptances being received (and not, where
permitted, withdrawn) by 1.00pm the first closing date of the Offer (or such
later time(s) and / or date(s) as Network 18 Holdings may, subject to the Code,
decide) in respect of such number of Indian Film Company Shares which, together
with the Indian Film Company Shares owned or acquired or agreed to be acquired
by Network 18 Holdings or parties acting in concert with it before or during
the Offer Period, will result in Network 18 Holdings and any person acting or
deemed to be acting in concert with Network 18 Holdings holding Indian Film
Company Shares which together carry more than 50 per cent. of the voting rights
normally exercisable at general meetings of The Indian Film Company, including
for this purpose, to the extent (if any) required by the Panel, any voting
rights attaching to Indian Film Company Shares which are unconditionally
allotted or issued before the Offer becomes unconditional whether pursuant to
the exercise of conversion or subscription rights or otherwise.

2. The Offer will extend to all Indian Film Company Shares other than those
Indian Film Company Shares already held by Network 18 Holdings or the other
Network 18 Parties.

3. The Offer will comply with the rules of the London Stock exchange and the
provisions of the Code. The Offer and any acceptances under it will be governed
by English law and be subject to the jurisdiction of the courts of England.

4. Unless the Panel agrees otherwise, the Offer will lapse if the acquisition
of The Indian Film Company is referred to the Competition Commission before
3.00 p.m. on the first closing date or the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later,
or such later date as the Panel may agree.

5. If the Offer lapses in the circumstances referred to above, the Offer will
cease to be capable of further acceptance and persons accepting the Offer and
Network 18 Holdings shall thereupon cease to be bound by acceptances delivered
on or before the date on which the Offer so lapses.

6. If the Offer becomes unconditional, the Indian Film Company Shares which are
the subject of the Offer will be acquired under the Offer fully paid and free
from all liens, equities, charges, encumbrances, rights of pre-emption and any
other third party rights or interests of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including the right to
receive and retain in full all dividends and other distributions declared, made
or paid after the date of this announcement.

7. The full terms of the Offer (including details of how the Offer may be
accepted) will be set out in the Offer Document and the Form of Acceptance
accompanying the Offer Document. Indian Film Company Shareholders who accept
the Offer may only rely on the Offer Document and the Form of Acceptance for
all the terms and conditions of the Offer. In deciding whether or not to accept
the Offer in respect of their Indian Film Company Shares, Indian Film Company
Shareholders should rely only on the information contained, and procedures
described, in the Offer Document and the Form of Acceptance.

APPENDIX II - SOURCES AND BASES OF INFORMATION

1. General

Unless otherwise stated, the financial information relating to The Indian Film
Company has been extracted from the audited consolidated financial statements
of The Indian Film Company for the financial periods ended 31 March 2008 and 31
March 2009.

Unless otherwise stated, the financial information relating to the Network 18
Media has been extracted from the audited consolidated financial statements of
Network 18 Media for the financial years ended 31 March 2008 and 31 March 2009
and the consolidated unaudited financial performance update published by
Network 18 Media for the three months ended 30 June 2009.

2. Value of the Offer

The value of the Offer by reference to the existing issued ordinary share
capital of The Indian Film Company is based on the 55 million Indian Film
Company Shares in issue on 29 July 2009 (the last Business Day prior to the
date of this announcement).

3. Share prices

The Closing Price of Indian Film Company Shares on 29 July 2009 is derived from
the AIM Appendix to the Daily Official List.

APPENDIX III - DEFINITIONS

The following definitions apply throughout this announcement unless the context
otherwise requires:

"AIM" the market of that name operated by the London
Stock Exchange

"AIM Rules" the rules applicable to companies whose shares
are traded on AIM published by the London Stock
Exchange, as amended from time to time

"associated undertaking" to be construed in accordance with the
Companies Act 1985 (but for this purpose
ignoring paragraph 20(l)(b) of Schedule 4A
thereto)

'BK Media" BK Media Mauritius Pvt. Limited, a company
incorporated in Mauritius under registered
number 75899 C2/GBL

"business day" or "London a day, not being a public holiday, Saturday or
business day" Sunday on which banks in London are open for
business

"Canada" Canada, its provinces and territories and all
areas subject to its jurisdiction and any
political sub-division thereof

"certificated" or "in a share or other security which is not in
certificated form" uncertificated form (that is, not in CREST)

"City Code" or "Code" the City Code on Takeovers and Mergers

"Computershare Services" Computershare Services PLC

"connected person" has the meaning given to it in section 252 and
254 of the Companies Act 2006

"CREST" the system for the paperless settlement of
trades in securities and the holding of
uncertificated securities generated by
Euroclear in accordance with the CREST
Regulations

"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001/3755), as amended

"Closing Price" the closing middle market quotation for Indian
Film Company Shares as derived from the AIM
Appendix to the Daily Official List

"Daily Official List" the Daily Official List of the London Stock
Exchange

"Directors" the directors of Network 18 Holdings and/or
Network 18 Media as the context requires

"Enlarged Group" the combined Network 18 Holdings Group as
enlarged by the Offer

"Euroclear" Euroclear UK and Ireland Limited

"Excluded Shares" the 10,000,000 Indian Film Company Shares held
by Network 18 Media, the 7,913,500 Indian Film
Company Shares already owned by Network 18
Holdings and the 1,900,000 Indian Film Company
Shares held by BK Media

"Excluded Territories, Excluded any of the United States, Canada, Australia or
Territory" Japan or any jurisdiction where local law civil
regulations may result in a significant risk of
civil, regulatory or criminal exposure if
information or documentation concerning the
Offer is sent or made available to Indian Film
Company Shareholders in that jurisdiction

"First Closing Date" the twenty-first day after the posting of the
Offer Document

"Form of Acceptance" the Form of Acceptance and Authority for use by
Indian Film Company Shareholders in connection
with the Offer

"Indian Film Company" The Indian Film Company Limited, a company
incorporated in Guernsey with registered number
46723

"Indian Film Company Board", " Shyam Benegal, Raghav Bahl, Lord Meghnad Desai,
Indian Film Company Directors" Alok Verma, Peter Radford, Atul Setia, Deepak
or "Board of Indian Film Gupta
Company"

"Indian Film Company Group" Indian Film Company, its subsidiaries, The
Indian Film Company (Cyprus) Limited (formerly
Braxfield Investment Limited) and IFC
Distribution Private Limited and its other
subsidiary undertakings from time to time and,
where the context permits, each of them

"Indian Film Company Registered holder(s) of Indian Film Company
Shareholder(s)" Shares

"Indian Film Company Shares" or the ordinary shares of £1 each in the capital
"Shares" of The Indian Film Company which are
unconditionally allotted or issued or otherwise
arise prior to the date on which the Offer is
made

"IPO" the admission to trading on AIM of The Indian
Film Company's entire issued share capital

"Japan" Japan, its cities, prefectures, territories and
possessions

"London Stock Exchange" London Stock Exchange plc or its successor

"London Stock Exchange" London Stock Exchange plc or its successor

"Network 18 Group" Network 18 Media and its holding companies and
subsidiary undertakings

'Network 18 Holdings" Network 18 Holdings Limited, a company
incorporated in the Cayman Islands under
registered number MC-165051

"Network 18 Holdings Board" or the board of directors of Network 18 Holdings,
"Network 18 Holdings Directors" being Raghav Bahl and Haresh Chawla

"Network 18 Holdings Group" Network 18 Holdings and its subsidiary
undertakings

"Network 18 Media" Network 18 Media and Investments Limited a
company incorporated in India

"Network 18 Media Directors" the board of directors of Network 18 Media,
being Mr G,K Arora, Mr Raghav Bahl, Mr Subhash
Bahl, Mr Sanjay Ray Chaudhuri, Mr Manoj Mohanka
and Ms Vandana Malik

"Network 18 Parties" Together, Network 18 Holdings, Network 18 Media
and its subsidiaries, BK Media and Raghav Bahl
and his immediate family

"Offer" the mandatory cash offer by Network 18 Holdings
to acquire all of the Indian Film Company
Shares (other than the Excluded Shares) and
including, where the context so requires, any
subsequent revision, variation, extension or
renewal of such offer

"Offer Document" the document to be dispatched to Indian Film
Company Shareholders as soon as practicable
following this announcement setting out the
full terms and conditions of the Offer

"Offer Period" the period commencing on (and including) 30
July 2009 and ending on whichever of the
following dates shall be the latest: (i) 1.00
p.m. on the first closing date of the Offer;
(ii) the date on which the Offer lapses; and
(iii) the date on which the Offer becomes or is
declared unconditional as to acceptances

"Offer Price" 40 pence per Indian Film Company Share

"Official List" the Official List of the UK Listing Authority

"Overseas Indian Film Company a Indian Film Company Shareholder who is an
Shareholder" overseas person

"overseas person" any person who is not resident in the United
Kingdom, or who is a citizen, resident or
national of a jurisdiction outside the United
Kingdom or who is a nominee of, or custodian or
trustee for, any citizen(s), resident(s) or
national(s) of any other country

"Panel" the Panel on Takeovers and Mergers

"PKF" PKF (UK) LLP, a limited liability partnership
registered in England with registered number
OC310487

"Regulatory Information the meaning given to that expression in the AIM
Service" Rules

'Restricted Jurisdiction' any jurisdiction where local laws or
regulations may result in a significant risk of
civil, regulatory or criminal exposure or
prosecution if information concerning the Offer
is sent or made available to Indian Film
Company Shareholders in that jurisdiction

"subsidiary" and "subsidiary to be construed in accordance with the
undertaking" Companies Act 1985

"Television 18" Television Eighteen India Limited a company
incorporated in India

"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland

"UK Listing Authority" The Financial Services Authority in its
capacity as competent authority under Part VI
of the Financial Services and Markets Act 2000

"United States", "USA" or "US" the United States of America, its territories
and possessions, any state of the United States
and the District of Columbia

"US Person" US Person as defined in Regulation S of the US
Securities Act

"US Securities Act" the United States Securities Act of 1933 as
amended and the rules and regulations
promulgated thereunder

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