Docstoc

NIMBUS COMMUNICATIONS LIMITED

Document Sample
NIMBUS COMMUNICATIONS LIMITED Powered By Docstoc
					                                                                                                                                                                                         DRAFT RED HERRING PROSPECTUS
                                                                                                                                                                                                          Dated September 29, 2010
                                                                                                                                                                                 Please read Section 60B of the Companies Act, 1956
                                                                                                                                                          (The Draft Red Herring Prospectus will be updated upon filing with the RoC)
                                                                                                                                                                                                                Book Building Issue




                                                                   NIMBUS COMMUNICATIONS LIMITED
 Our Company was originally incorporated as ‘Nimbus Communications Private Limited’ on June 30, 1987 under the Companies Act, 1956, as amended, (the “Companies Act”)
 as a private limited company with the Registrar of Companies, Maharashtra (“RoC”). Our Company became a deemed public company under Section 43A of the Companies Act
  and its name was consequently changed to ’Nimbus Communications Limited’ with effect from July 1, 1994. Our Company’s corporate identification number as allotted by the
RoC is U99999MH1987PLC043940. In an extraordinary general meeting held on January 4, 2000, our Company’s shareholders passed a resolution converting our Company from
 a deemed public company to a public company. For further details on change in status, please refer to the section titled “History and Certain Corporate Matters” on page 100
                                                                               of this Draft Red Herring Prospectus.
                              Registered & Corporate Office: Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai – 400 053, Maharashtra, India.
      For details on the change in our registered office, please refer to the section titled “History and Certain Corporate Matters” on page 100 of this Draft Red Herring Prospectus.
                                                         Company Secretary and Compliance Officer: Mr. Parthasarathy Iyengar.
                                                                 Telephone: +91 22 2635 2000; Facsimile: +91 22 2635 2123
                                                                Email: compliance@nimbus.co.in, Website: www.nimbus.co.in
               PROMOTERS OF OUR COMPANY: MR. HARISH KANAYALAL THAWANI, MS. SHOBHA HARISH THAWANI AND PARAMOUNT CORPORATION LIMITED.
PUBLIC ISSUE OF 22,050,000 EQUITY SHARES OF FACE VALUE Rs.10 EACH (THE “EQUITY SHARES”) FOR CASH AT A PRICE OF Rs.[•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs.[•] PER EQUITY
SHARE) OF NIMBUS COMMUNICATIONS LIMITED (“NCL”, “COMPANY” OR “THE ISSUER”) AGGREGATING Rs.[•] MILLION (THE “ISSUE”). THE ISSUE COMPRISES A FRESH ISSUE OF 14,040,000 EQUITY SHARES
AGGREGATING TO Rs.[•] MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 8,010,000 EQUITY SHARES AGGREGATING TO Rs.[•] MILLION BY AMERICORP VENTURES LIMITED, CSI BD (MAURITIUS),
FUNDERBURK ENTERPRISES LIMITED, MR. PURSHOTAMDAS NARAINDAS BUDHRANI AND MR. HARICHANDRA NARAINDAS BUDHRANI (THE “SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”). THE ISSUE
WILL CONSTITUTE 29.19% OF THE POST–ISSUE PAID UP SHARE CAPITAL OF OUR COMPANY.
                                                                                             THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH
                PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY AND SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS,
                                                     CO-BOOK RUNNING LEAD MANAGER AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID OPENING DATE.
                                                                   THE FLOOR PRICE IS [•] TIMES THE FACE VALUE AND THE CAP PRICE IS [•] TIMES THE FACE VALUE.
 In case of revision in the Price Band, the Bidding Period will be extended for at least three additional Working Days after revision of the Price Band, subject to the Bidding Period not exceeding a total of 10 Working Days. Any revision in the Price Band
and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the
change on the website of the Book Running Lead Managers (“BRLMs”), Co-Book Running Lead Managers (“Co-BRLM”) and at the terminals of the members of the Syndicate.
The Issue is for a minimum 25% of the post Issue share capital of our Company. The Issue is being made under sub-regulation (2) (a) (i) and (2) (b) (i) of Regulation 26 of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 (“SEBI ICDR Regulations”), and through the Book Building Process, wherein at least 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIB Portion”). Provided that our
Company may allocate up to 30% of the QIB Portion to the Anchor Investors on discretionary basis (“Anchor Investor Portion”). Further 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis
to domestic Mutual Funds only, and the remaining QIB Portion shall be available for allocation to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 50% of the Issue cannot be allocated to
the QIBs then the entire application money will be refunded forthwith. Further, not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.
Any Bidder (other than Anchor Investor) may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) providing details of the bank account in which the Bid Amount will be blocked by the Self Certified Syndicate Bank
(“SCSBs”). For further details refer to the section titled “Issue Procedure” on page 224 of this Draft Red Herring Prospectus.
                                                                                                        RISK IN RELATION TO FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs.10 each. The Floor Price is [•] times of the face value and the Cap Price is [•] times
of the face value. The Issue Price (as determined and justified by the BRLMs and Co-BRLM, by our Company and the Selling Shareholders as stated in the section titled “Basis for Issue Price” on page 51 of this Draft Red Herring Prospectus) should not
be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded
after listing.
                                                                                                                       GENERAL RISKS
 Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before
taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in this Issue have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xii of this
Draft Red Herring Prospectus.
                                                                                                     ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer having made all reasonable inquiries, accept responsibility for, and confirm that this Draft Red Herring Prospectus contains all information with regard to the Issuer and this Issue, which is material in the context of this Issue, that the information
contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which
makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
                                                                                                SELLING SHAREHOLDER’S RESPONSIBILITY
Each of the Selling Shareholder, having made all reasonable inquiries, accepts responsibility that all statements made by it in this Draft Red Herring Prospectus about itself or its holding of Equity Shares which are being offered through the Offer for Sale,
are true and correct. Each Selling Shareholder assumes no responsibility for any other statement including the statements made by the Company or by any other Selling Shareholder in this Draft Red Herring Prospectus.
                                                                                                                         IPO GRADING
Pursuant to the SEBI ICDR Regulations, this Issue has been graded by [•] and has been assigned a grade of [•]/5 indicating [•].The IPO Grading is assigned on a five point scale from 1 to 5, with “IPO Grade 5/5” indicating strong fundamentals and “IPO
Grade 1/5” indicating poor fundamentals. For more information on the IPO Grading, see the section titled “General Information” and “Annexure I” on pages 13 and 284 of this Draft Red Herring Prospectus, respectively.
                                                                                                                LISTING ARRANGEMENT
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and NSE. We have received the in-principle approval from the BSE and the NSE for the listing of our Equity Shares pursuant to letters dated [•] and
[•], respectively. For the purposes of this Issue, [•] is the Designated Stock Exchange.
                                      BOOK RUNNING LEAD MANAGERS                                                                                           CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE


EDELWEISS CAPITAL LIMITED                              MACQUARIE CAPITAL ADVISERS                       CENTRUM CAPITAL LIMITED                             PNB INVESTMENT SERVICES LIMITED                        KARVY COMPUTERSHARE
14th Floor                                             (INDIA) PRIVATE LIMITED                          Centrum House, Vidya Nagari Marg                    10, Rakesh Deep Building                               PRIVATE LIMITED
Express Towers                                         Level 4, Earnest House, NCPA Marg                CST Road, Kalina, Santacruz (East)                  Yusuf Sarai Commercial Complex                         Plot nos.17-24, Vittal Rao Nagar, Madhapur
Nariman Point                                          Nariman Point, Mumbai 400 021, India             Mumbai- 400 098, India                              Gulmohar Enclave                                       Hyderabad – 500 081.
Mumbai – 400 021, India                                Tel: +91 22 4230 1200                            Tel: +91 22 4215 9000                               New Delhi – 110 049, India                             Andhra Pradesh, India.
Tel: +91 22 4086 3535                                  Fax: +91 22 4002 8707                            Fax: +91 22 4215 9707                               Tel: +91 11 4949 5050                                  Toll free no.: 1-800-345-4001
Fax: +91 22 4086 3610                                  Email:nimbus.ipo@macquarie.com                   Email: nimbus.ipo@centrum.co.in                     Fax: +91 11 4103 5057                                  Tel: +91 40 2342 0815- 28
E-mail: nimbus.ipo@edelcap.com                         Investor Grievance                               Investor Grievance Id:igmbd@centrum.co.in           Email: mb@pnbisl.com                                   Fax: +91 40 2343 1551
Investor Grievance Id:customerservice.mb@edelcap.com   Id:MSGrievanceRedressel@macquarie.com            Website: www.centrum.co.in                          Investor Grievance Id: customercare@pnbisl.com         E-mail: nimbusipo@karvy.com
Website: www.edelcap.com                               Website: www.macquarie.com/in/en/index.htm       Contact Person: Mr. Maulik Sanghavi /               Website: www.pnbisl.com                                Website: www.karvy.com
Contact Person: Mr. Chitrang Gandhi /Ms. Neetu Ranka   Contact Person: Mr. Hari Kishan Movva            Ms. Rachna Nawhal                                   Contact Person: Mr. Narender Thakran/V. Gujjal         Contact Person: Mr. Murali Krishna
SEBI Registration No.: INM0000010650                   SEBI Registration No.: INM000010932              SEBI Registration No.: INM000010445                 SEBI Registration No.: INM000011617                    SEBI Registration No: INR000000221
                                                                                                                 ISSUE SCHEDULE
       BID/ISSUE OPENS ON                                                                [•]#                               BID/ISSUE CLOSES ON                                                                                         [•]##
# Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/Issue date shall be one Working Day prior to Bid/ Issue Opening Date.
##Our Company may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date
                                                                                TABLE OF CONTENTS

SECTION I – GENERAL ..................................................................................................................................................................... iii 
Definitions and Abbreviations............................................................................................................................................................... iii 
Certain Conventions, Use of Financial Information, Industry, Market Data and Currency of Presentation ............................ix 
Notice to Investors ................................................................................................................................................................................... x 
Forward Looking Statements ................................................................................................................................................................ xi 
SECTION II - RISK FACTORS ........................................................................................................................................................ xii 
SECTION III - INTRODUCTION ...................................................................................................................................................... 1 
Summary of the Business ........................................................................................................................................................................ 1 
Summary of the Industry ......................................................................................................................................................................... 3 
Summary of our Consolidated Financial, Operating and Other Data ............................................................................................. 5 
Issue Details............................................................................................................................................................................................ 12 
General Information .............................................................................................................................................................................. 13 
Capital Structure .................................................................................................................................................................................... 23 
Objects of the Issue ................................................................................................................................................................................ 41 
Basis for Issue Price .............................................................................................................................................................................. 51 
Statement of Tax Benefits ...................................................................................................................................................................... 54 
SECTION IV - ABOUT US ................................................................................................................................................................. 65 
Industry Overview .................................................................................................................................................................................. 65 
Business ................................................................................................................................................................................................... 78 
Regulations and Policies....................................................................................................................................................................... 92 
History and Certain Corporate Matters ........................................................................................................................................... 100 
Management.......................................................................................................................................................................................... 116 
Promoters and Group Companies ..................................................................................................................................................... 128 
Related Party Transactions ................................................................................................................................................................ 140 
Dividend Policy .................................................................................................................................................................................... 141 
SECTION V - FINANCIAL INFORMATION .............................................................................................................................. 142 
Financial Statements ........................................................................................................................................................................... 142 
Management's Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial
Statements ............................................................................................................................................................................................. 143 
Financial Indebtedness ....................................................................................................................................................................... 173 
SECTION VI - LEGAL AND OTHER INFORMATION ........................................................................................................... 178 
Outstanding Litigation and Material Developments ...................................................................................................................... 178 
Government and Other Approvals ..................................................................................................................................................... 194 
Other Regulatory and Statutory Disclosures ................................................................................................................................... 204 
SECTION VII - OFFERING INFORMATION ........................................................................................................................... 215 
Terms of the Issue ................................................................................................................................................................................ 215 
Issue Structure ...................................................................................................................................................................................... 219 
Issue Procedure .................................................................................................................................................................................... 224 
Restriction on foreign ownership of Indian Securities ....................................................................................................................... 256 
SECTION VIII - DESCRIPTION OF EQUITY SHARES AND MAIN PROVISIONS OF ARTICLES OF
ASSOCIATION OF OUR COMPANY.............................................................................................................................................. 258 
SECTION IX - OTHER INFORMATION ..................................................................................................................................... 279 
Material Contracts and Documents for Inspection ......................................................................................................................... 279 
Declaration ........................................................................................................................................................................................... 281 
ANNEXURE I – IPO GRADING REPORT .................................................................................................................................. 284 




                                                                                                    ii
                                                        SECTION I – GENERAL

                                                      Definitions and Abbreviations

All capitalised terms and abbreviations used in this Draft Red Herring Prospectus shall have the meaning ascribed to them below,
unless defined elsewhere in this Draft Red Herring Prospectus or unless the context otherwise indicates. References to any statute,
regulations or policies shall include amendments thereto, from time to time.

Issuer Related Terms

Term                                  Description
3i                                    3i Sports Media (Mauritius) Limited
ACC                                   Asian Cricket Council
ACA                                   Africa Cricket Association
Americorp                             Americorp Ventures Limited
Articles of Association or Articles   The articles of association of our Company, as amended from time to time.
Audit Committee                       The committee described in the section titled “Management” on page 116 of this Draft Red Herring
                                      Prospectus.
Auditors                              The statutory auditors of our Company, Deloitte Haskins & Sells, Chartered Accountants.
BCB                                   Bangladesh Cricket Board.
BCCI                                  Board of Control of Cricket in India
BCCI Agreement                        The media rights licensing agreement as entered into by and between our Company and BCCI in February
                                      2006 for the period March 2006 to March 2010.
Board or Board of Directors           The board of directors of our Company.
Cricket Kenya                         The board of cricket in Kenya
CSI                                   CSI BD (Mauritius)
Directors                             The directors of our Company, as specifically set out in the section titled “Management” on page 116 of this
                                      Draft Red Herring Prospectus.
ESOP 2007                             Employee Stock Option Plan, 2007 of our Company.
Funderburk                            Funderburk Enterprises Limited
Group Companies                       Companies, firms and ventures promoted by the Promoters (irrespective of whether such entities are
                                      covered under Section 370 (1) (B) of the Companies Act or not). For more details, please see the
                                      section titled “Promoters and Group Companies” on page 128 of this Draft Red Herring
                                      Prospectus.
ICC                                   International Cricket Council
Individual Selling Shareholders       Individual Selling Shareholders being Mr. Purshotamdas Naraindas Budhrani and Mr. Harichandra
                                      Naraindas Budhrani.
Key Management Personnel              Those individuals described in the section titled “Management” on page 116 of this Draft Red
                                      Herring Prospectus.
Memorandum of Association or          The memorandum of association of our Company, as amended from time to time.
Memorandum
“NCL”, “Nimbus”, “the Company”,       Nimbus Communications Limited, a public limited company incorporated in India under the Companies
“our Company” or “the Issuer”         Act, having its registered and corporate office at Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai
                                      – 400 053, Maharashtra, India.
Neo Sports Broadcast                  Neo Sports Broadcast Private Limited, our joint venture.
New BCCI Agreement                    The media rights licensing agreement as entered into by and between our Company and BCCI in October
                                      2009 for the period April 1, 2010 to March 31, 2014.
Paramount                             Paramount Corporation Limited, our corporate Promoter.
Promoters                             The promoter(s) of our Company being Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani
                                      and Paramount Corporation Limited.
Promoter Group                        The individuals, companies and entities as enumerated in section titled “Promoters and Group
                                      Companies” on page 128 of this Draft Red Herring Prospectus.
Registered Office                     The registered office of our Company, which, as at the date of this Draft Red Herring Prospectus, is
                                      located at Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai – 400 053, India .
Selling Shareholder(s)                Selling Shareholders shall mean Americorp Ventures Limited, CSI BD (Mauritius), Funderburk
                                      Enterprises Limited, Mr. Purshotamdas Naraindas Budhrani and Mr. Harichandra Naraindas
                                      Budhrani.
Subsidiaries                          The subsidiaries of our Company, being:
                                       •    Nimbus Home Entertainment Private Limited;
                                       •    Nimbus Motion Pictures (AP) Private Limited;
                                       •    Nirvana Television Limited;
                                       •    Nimbus Communications Limited BVI;
                                       •    Nimbus Communications Worldwide Limited;
                                       •    Nimbus Media Pte. Limited; and
                                       •    Nimbus Sport International Pte. Limited.
“We”, “us” and “our”                  Unless the context otherwise requires or implies, Nimbus Communications Limited, together with its
                                      Subsidiaries, joint ventures as described in this Draft Red Herring Prospectus on a consolidated basis.
                                                                       iii
Term                               Description
Zenith                             Zenith Sports Broadcast Private Limited, our joint venture.
Zenith Agreement                   The agreement dated March 27, 2006 entered between our Company, Paramount and Zenith Sports
                                   for conduct of broadcasting business through Neo Sports Broadcast.

Issue Related Terms

Term                               Description
Allotment/Allot/ Allotted          Unless the context otherwise requires, shall mean the allotment and transfer of Equity Shares to
                                   successful Bidders pursuant to the Issue.
Allottee                           A successful Bidder to whom Equity Shares are being/ have been Allotted.
Anchor Investor                    A Qualified Institutional Buyer, who applies under the Anchor Investor Portion with a minimum Bid of
                                   Rs.100 million.
Anchor Investor Bid/Issue Date     The day, one working day prior to the Bid/Issue Opening Date, on which Bids by Anchor Investors shall
                                   be submitted and allocation to Anchor Investors shall be completed.
Anchor Investor Issue Price        The final price at which Equity Shares will be issued and Allotted in terms of the Red Herring
                                   Prospectus and the Prospectus to the Anchor Investors, which will be a price equal to or higher than the
                                   Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our
                                   Company and the Selling Shareholders, in consultation with the BRLMs and Co-BRLM.
Anchor Investor Portion            Up to 30% of the QIB Portion which may be allocated by our Company and the Selling Shareholders, in
                                   consultation with the BRLMs and Co-BRLM to Anchor Investors on a discretionary basis. One-third of
                                   the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
                                   received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor
                                   Investors.
Application Supported by Blocked   The application (whether physical or electronic) used by all Bidders (other than Anchor Investors) to
Amount/ ASBA                       make a Bid authorising an SCSBs to block the Bid Amount in their specified bank account maintained
                                   with the SCSBs.
ASBA Account                       Account maintained by an ASBA Bidder with a SCSB, which will be blocked by such SCSB to the
                                   extent of the Bid Amount of the ASBA Bidder.
ASBA Bidder                        Prospective investors other than Anchor Investors in the Issue who intend to Bid/apply through ASBA.
ASBA Bid cum Application Form      The form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be
                                   considered as the application for Allotment for the purposes of the Red Herring Prospectus and the
                                   Prospectus.
ASBA Revision Form                 The form used by the ASBA Bidders to modify the quantity of Equity Shares or the Bid Amount in any
                                   of their ASBA Bid cum Application Forms or any previous ASBA Revision Form(s)
Bankers to our Company              Indian Bank, Oriental Bank of Commerce, Punjab National Bank and Union Bank of India.
Banker(s) to the Issue/Escrow       The banks which are clearing members and registered with SEBI as Bankers to the Issue with whom
Collection Bank(s)                 the Escrow Account will be opened and in this case being [●].
Basis of Allotment                 The basis on which the Allotment shall be made as described in the section titled “Issue Procedure” on
                                   page 224 of this Draft Red Herring Prospectus.
Bid                                An indication to make an offer during the Bidding Period by a Bidder, or on the Anchor Investor
                                   Bidding Date by an Anchor Investor, pursuant to submission of a Bid cum Application Form to
                                   subscribe to Equity Shares in the Issue at a price within the Price Band, including all revisions and
                                   modifications thereto.

                                   For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period
                                   by a Bidder pursuant to the submission of an ASBA Bid cum Application Form to subscribe to the
                                   Equity Shares.
Bid Amount                         The highest value of the optional Bids indicated in the Bid cum Application Form and payable by a
                                   Bidder on submission of a Bid in the Issue. In case of ASBA Bidders, the Bid amount mentioned in the
                                   ASBA Bid cum Application Form.
Bidder                             Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the
                                   Bid cum Application Form, including an ASBA Bidder and an Anchor Investor.
Bidding Centre                     A centre for acceptance of the Bid cum Application Form.
Bid/Issue Closing Date             Except in relation to Anchor Investors, the date after which the Syndicate and SCSBs will not accept
                                   any Bids, which shall be notified in a Hindi national newspaper, an English national newspaper and a
                                   Marathi newspaper (which is the regional newspaper), each with wide circulation and in case of any
                                   revision, the extended Bid/Issue Closing Date also to be notified on the website and terminals of the
                                   Syndicate and SCSBs, as required under the SEBI ICDR Regulations.
Bid cum Application Form           The form in terms of which the Bidder shall make an offer to purchase Equity Shares and which shall be
                                   considered as the application for the issue of Equity Shares pursuant to the terms of the Red Herring
                                   Prospectus and the Prospectus including the ASBA Bid cum Application as may be applicable.
Bid/Issue Opening Date             Except in relation to Anchor Investors, the date on which the Syndicate and SCSBs shall start accepting
                                   Bids, which shall be notified in a Hindi national newspaper, an English national newspaper and a
                                   Marathi national newspaper (which is also the regional newspaper), each with wide circulation.
Bidding Period                     The period between the Bid Opening Date and the Bid Closing Date, inclusive of both days during
                                   which prospective Bidders (excluding Anchor Investors) can submit their Bids, including any revisions
                                   thereof.
Book Building Process              Book building process as provided in Schedule XI of the SEBI ICDR Regulations, in terms of which
                                   this Issue is being made.
                                                                  iv
Term                              Description
BRLMs/Book Running Lead           Book Running Lead Managers to the Issue, in this case being Edelweiss Capital Limited, Macquarie
Managers                          Capital Advisers (India) Private Limited and Centrum Capital Limited.
CAN/ Confirmation of Allocation   In relation to Anchor Investors, the note or advice or intimation of allocation of Equity Shares sent to
Note                              the successful Anchor Investors who have been allocated Equity Shares after discovery of the Anchor
                                  Investor Issue Price, including any revisions thereof.
Cap Price                         The higher end of the Price Band, above which the Issue Price will not be finalized and above which no
                                  Bids will be accepted including any revisions thereof.
CCDs                              Compulsorily convertible debentures of our Company bearing a face value of Rs. 10 each.
CCPS                              Fully and compulsorily convertible preference shares of our Company bearing a face value of Rs. 10
                                  each.
Centrum                           Centrum Capital Limited.
Co-BRLM/Co-Book Running Lead Co-Book Running Lead Manager to the Issue, in this case being PNB Investment Services Limited.
Manager
Controlling Branches of the SCSBs Such branches of the SCSBs which coordinate with the BRLMs, Co-BRLM, the Registrar to the Issue
                                  and the Stock Exchanges and a list of which is provided on http://www.sebi.gov.in/pmd/scsb.pdf.
Cut-off Price                     The Issue Price finalized by our Company and the Selling Shareholders, in consultation with the
                                  BRLMs, Co-BRLM, which shall be any price within the Price Band. Only Retail Individual Bidders
                                  whose Bid Amount does not exceed Rs. 100,000 are entitled to Bid at the Cut-off Price. No other
                                  category of Bidders is entitled to Bid at the Cut-Off Price.
DP/Depository Participant         A depository participant as defined under the Depositories Act, 1996, as amended from time to time.
DP ID                             Depository Participant’s identity.
Designated Branches               Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA
                                  Bidders and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf.
Designated Date                   The date on which funds are transferred from the Escrow Account(s) and the amount blocked by the
                                  SCSBs is transferred from the bank account of the ASBA Bidders to the Public Issue Account, as the
                                  case may be, after the Prospectus is filed with the RoC.
Designated Stock Exchange         [●].
Draft Red Herring Prospectus or   This Draft Red Herring Prospectus dated September 29, 2010 filed with SEBI and issued in accordance
DRHP                              with Section 60B of the Companies Act and the SEBI ICDR Regulations, which does not contain
                                  complete particulars on the price at which the Equity Shares are offered and the size (in terms of value)
                                  of the Issue.
Edelweiss                         Edelweiss Capital Limited.
Eligible NRI                      A Non Resident Indian in a jurisdiction outside India where it is not unlawful to make an offer or
                                  invitation under the Issue and in relation to whom the Red Herring Prospectus will constitute an
                                  invitation to subscribe for the Equity Shares.
Equity Shares                     Equity shares of our Company bearing a face value of Rs. 10 each.
Escrow Account(s)                 Account/(s) opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder
                                  (including the Anchor Investor and excluding ASBA Bidders) will issue cheques or drafts in respect of
                                  the Bid Amount.
Escrow Agreement                  Agreement to be entered into among our Company, the Selling Shareholders, the Registrar, the BRLMs,
                                  Co-BRLM, the Syndicate Member and the Escrow Collection Bank(s) for collection of the Bid
                                  Amounts and remitting refunds, if any, of the amounts to the Bidders (excluding ASBA Bidders) on the
                                  terms and conditions thereof.
First Bidder                      The Bidder whose name appears first in the Bid cum Application Form or the Revision Form or the
                                  ASBA Bid cum Application Form or ASBA Revision Form.
Floor Price                       The lower end of the Price Band, at or above which the Issue Price will be finalized and below which no
                                  Bids will be accepted including any revisions thereof.
Fresh Issue                       The issue of 14,040,000 Equity Shares by our Company offered for subscription pursuant to the terms
                                  of the Draft Red Herring Prospectus.
IPO Grading Agency                [●]
Issue Agreement                   The agreement entered into by and between our Company, Selling Shareholders, the BRLMs and Co-
                                  BRLM on September 23, 2010, pursuant to which certain inter se arrangements have been agreed to in
                                  relation to the Issue.
Issue                             This public issue of 22,050,000 Equity Shares of Rs. 10 each at the Issue Price by our Company,
                                  aggregating Rs.[●], which includes the Fresh Issue of 14,040,000 Equity Shares, aggregating Rs.[●]
                                  million and the Offer for Sale of 8,010,000 Equity Shares aggregating to Rs.[●] million by the Selling
                                  Shareholders.
Issue Price                       The final price at which Equity Shares will be issued and Allotted to the successful Bidders in terms of
                                  the Red Herring Prospectus and the Prospectus. The Issue Price will be decided by our Company and
                                  the Selling Shareholders, in consultation with the BRLMs and Co-BRLM on the Pricing Date.
Macquarie Capital                 Macquarie Capital Advisers (India) Private Limited.
Mutual Fund                       A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996.
Mutual Funds Portion              5% of the QIB Portion, or 551,250 Equity Shares available for allocation to Mutual Funds only.
Net Proceeds                      Proceeds of the Issue that are available to our Company, excluding the Issue related expenses and the
                                  proceeds from the Offer for Sale.
Net QIB Portion                   QIB Portion less the number of Equity Shares Allotted to the Anchor Investors.
NIF                               National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of
                                  Government of India published in the Gazette of India.
Non Institutional Bidders         All Bidders, including sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign
                                                                    v
Term                                  Description
                                      individuals, that are not QIBs (including Anchor Investors) or Retail Individual Bidders and who have
                                      Bid for Equity Shares for an amount more than Rs. 100,000.
Non Institutional Portion             The portion of the Issue being not less than 15% of the Issue consisting of 3,307,500 Equity Shares
                                      available for allocation to Non Institutional Bidders.
Offer for Sale                        Offer for sale of 8,010,000 Equity Shares of Rs. 10 each by the Selling Shareholders, pursuant to terms
                                      of the Draft Red Herring Prospectus.
PNBISL                                PNB Investment Services Limited.
Price Band                            Price Band of a minimum price of Rs.[●] (Floor Price) and the maximum price of Rs.[●] (Cap Price)
                                      and includes revisions thereof. The Price Band and the minimum Bid Lot size for the Issue will be
                                      decided by our Company and the Selling Shareholders, in consultation with the BRLMs and Co-BRLM,
                                      and advertised, at least two Working Days prior to the Bid/ Issue Opening Date, in English, Hindi and a
                                      Marathi newspaper.
Pricing Date                          The date on which our Company and the Selling Shareholders, in consultation with the BRLMs and Co-
                                      BRLM, will finalize the Issue Price.
Prospectus                            The Prospectus to be filed with the RoC in accordance with Section 60B of the Companies Act and the
                                      SEBI ICDR Regulations, containing, inter alia, the Issue Price that is determined at the end of the Book
                                      Building Process, the size of the Issue and certain other information.
Public Issue Account                  Account opened by our Company and the Selling Shareholders with the Bankers to the Issue to receive
                                      monies from the Escrow Account on the Designated Date and the ASBA Accounts on the Designated
                                      Date.
Qualified Institutional Buyers or     Public financial institutions as defined in Section 4A of the Companies Act, FIIs and sub-accounts
QIBs                                  registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual,
                                      scheduled commercial banks, Mutual Funds, multilateral and bilateral development financial
                                      institutions, venture capital funds registered with SEBI, foreign venture capital investors registered with
                                      SEBI, state industrial development corporations, insurance companies registered with Insurance
                                      Regulatory and Development Authority, provident funds (subject to applicable law) with minimum
                                      corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million and the National
                                      Investment Fund set up by Government of India and insurance funds set up and managed by the army,
                                      navy or air force of the Union of India.
QIB Portion                           The portion of the Issue being a minimum 11,025,000 Equity Shares to be Allotted to QIBs.
Refund Accounts                       Accounts opened with Escrow Collection Bank(s) from which refunds of the whole or part of the Bid
                                      Amount (excluding to the ASBA Bidders), if any, shall be made.
Refund Banker(s)                      The bank(s) which are clearing members and registered with the SEBI as Bankers to the Issue, at which
                                      the Refund Accounts will be opened, in this case being [●].
Refunds through electronic transfer   Refunds through ECS, Direct Credit, NECS, RTGS or the ASBA process, as applicable.
of funds
Registrar/ Registrar to the Issue     Registrar to the Issue in this case being Karvy Computershare Private Limited.
Resident Retail Individual            Retail Individual Bidder/Investor who is a person resident in India as defined in the Foreign Exchange
Bidder/Investor                       Management Act, 1999 and who has Bid for Equity Shares for an amount not more than Rs. 100,000 in
                                      any of the bidding options in the Issue.
Retail Individual Bidder(s)           Individual Bidders (including HUFs and NRIs) and ASBA Bidders who have Bid for Equity Shares for
                                      an amount less than or equal to Rs. 100,000 in any of the bidding options in the Issue.
Retail Portion                        The portion of the Issue being not less than 35% of this Issue, consisting of 7,717,500 Equity Shares
                                      available for allocation to Retail Bidder(s) on a proportionate basis.
Revision Form                         The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their
                                      Bid cum Application Forms or any previous Revision Form(s).
Red Herring Prospectus/RHP            The Red Herring Prospectus issued in terms of Section 60B of the Companies Act and the SEBI ICDR
                                      Regulations and which does not contain, inter alia, complete particulars of the price at which the Equity
                                      Shares are offered and the size (in terms of value) of this Issue and which will become a Prospectus
                                      upon filing with the RoC after the Pricing Date.
SEBI Act                              SEBI Act, 1992, as amended from time to time.
SEBI ICDR Regulations                 SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time.
Self Certified Syndicate Bank/        A banker to the Issue registered with SEBI, which offers services in relation to ASBA, including
SCSBs                                 blocking of bank account and a list of which is available on http://www.sebi.gov.in.
Stock Exchanges                       The BSE and the NSE.
Sub-Account                           Sub-accounts registered with SEBI under the Securities and Exchange Board of India (Foreign
                                      Institutional Investor) Regulations, 1995, as amended from time to time.
Syndicate                             The BRLMs, Co-BRLM and the Syndicate Member.
Syndicate Agreement                   Agreement among the Syndicate, our Company and the Selling Shareholders in relation to the collection
                                      of Bids (excluding Bids from the ASBA Bidders) in this Issue.
Syndicate Member                      Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this
                                      case being [●].
TRS/ Transaction Registration Slip    The slip or document issued only on demand by the Syndicate or the SCSBs to the Bidder as proof of
                                      registration of the Bid.
Underwriters                          [●]
Underwriting Agreement                The Agreement between the Underwriters, our Company and the Selling Shareholders to be entered into
                                      on or after the Pricing Date.
Working Day                           All days other than a Sunday or a public holiday (except in reference to the Bid/Issue Date,
                                      announcement of Price Band and Bidding Period where a working day means all days other than a
                                                                      vi
Term                          Description
                              Saturday, Sunday or a public holiday), on which commercial banks are open for the business.

Conventional and General Terms and Abbreviations

Term                         Description
A/c                          Account
Act or Companies Act         The Companies Act, 1956, as amended from time to time.
AGM                          Annual General Meeting
AS                           Accounting Standards issued by the ICAI.
AY                           Assessment Year
BPLR                         Benchmark Prime Lending Rate
BSE                          Bombay Stock Exchange Limited
CAGR                         Compounded Annual Growth Rate
CDSL                         Central Depository Services (India) Limited
Civil Code                   The Code of Civil Procedure, 1908
Depositories                 A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and
                             Participants) Regulations, 1996, as amended, being NSDL and CDSL.
DIN                          Director’s Identification Number
DIPP                         Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
                             India.
EBITDA                       Earnings Before Interest, Tax, Depreciation and Amortisation.
ECS                          Electronic Clearing Service
EGM                          Extraordinary General Meeting
EPS                          Earnings Per Share i.e., profit after tax for a fiscal year divided by the weighted average outstanding
                             number of equity shares at the end of that fiscal year.
ESI                          Employee’s State Insurance
ESIC                         Employee’s State Insurance Corporation
FCNR Account                 Foreign Currency Non Resident Account
FDI                          Foreign Direct Investment.
FEMA                         Foreign Exchange Management Act, 1999 read with rules and regulations thereunder and amendments
                             thereto.
FEMA Regulations             FEMA (Transfer or Issue of Security to a Person Resident Outside India) Regulations, 2000 amended
                             from time to time.
FII(s)                       Foreign Institutional Investors as defined under SEBI (Foreign Institutional Investor) Regulations, 1995
                             registered with SEBI under applicable laws in India.
FII Regulations               Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as
                              amended.
Financial Year/ Fiscal/ FY   Period of 12 months commencing from April 1 to March 31 of the subsequent year, unless otherwise
                             stated.
FIPB                         Foreign Investment Promotion Board
FVCI                         Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign
                             Venture Capital Investor) Regulations, 2000 as amended from time to time.
FVCI Regulations             Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as
                             amended from time to time.
GDP                          Gross Domestic Product
GIR                          General Index Register
GoI/Government               Government of India
HNI                          High Net worth Individual
HUF                          Hindu Undivided Family
ICAI                         The Institute of Chartered Accountants of India
IFRS                         International Financial Reporting Standards
Indian GAAP                  Generally Accepted Accounting Principles in India
IPO                          Initial Public Offering.
I.T. Act                     The Income Tax Act, 1961, as amended from time to time.
Ltd.                         Limited
Mn                           Million
MoU                          Memorandum of Understanding
NA                           Not Applicable
NAV                          Net Asset Value being paid up equity share capital plus free reserves (excluding reserves created out of
                             revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off)
                             and debit balance of Profit and Loss account, divided by number of issued equity shares.
NECS                         National Electronic Clearing System
NEFT                         National Electronic Fund Transfer
No.                          Number
NOC                          No Objection Certificate
NR/Non Residents             Persons resident outside India, as defined under FEMA, including Eligible NRIs and FIIs
NRE Account                  Non Resident External Account
NRI                          A person resident outside India, as defined under FEMA and the FEM (Transfer or Issue of Security by
                                                             vii
Term                             Description
                                 a Person Resident Outside India) Regulations, 2000, as amended from time to time.
NRO Account                      Non Resident Ordinary Account
NSDL                             National Securities Depository Limited
NSE                              The National Stock Exchange of India Limited
OCB/Overseas Corporate Body      A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
                                 least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
                                 irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management
                                 (Transfer or Issue of Foreign Security by a Person resident outside India) Regulations, 2000, as amended
                                 from time to time.
p.a.                             Per annum
PAN                              Permanent Account Number allotted under the Income Tax Act, 1961, as amended from time to time
P/E Ratio                        Price/Earnings Ratio
PIO                              Persons of Indian Origin
PLR                              Prime Lending Rate
Pvt.                             Private
RBI                              The Reserve Bank of India
RoC                              The Registrar of Companies, Maharashtra, having its office at Everest, 100 Marine Drive, Mumbai 400
                                 002, Maharashtra, India.
RoNW                             Return on Net Worth
Rs./INR                          Indian Rupees, the legal currency of the Republic of India.
RTGS                             Real Time Gross Settlement
SCRA                             Securities Contracts (Regulation) Act, 1956
SCRR                             Securities Contracts (Regulation) Rules, 1957
SEBI                             The Securities and Exchange Board of India constituted under the SEBI Act, 1992
Sec./S.                          Section
SIA                              Secretariat for Industrial Assistance
SICA                             Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time.
SGD                              Singapore Dollars, the legal currency of Singapore.
Securities Act                   The U.S. Securities Act of 1933, as amended from time to time.
Stamp Act                        The Indian Stamp Act, 1899 as amended from time to time.
State Government                 The government of a state of India.
Takeover Code                    SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to
                                 time.
Trademark Act                    Trademark Act, 1999, as amended from time to time.
UIN                              Unique Identification Number
U.S./ US / USA / United States   The United States of America, including its territories and possessions, any state of the United States and
                                 the District of Columbia.
USD/ US$                         United States Dollars, the legal currency of the USA.
US GAAP                          Generally Accepted Accounting Principles in the United States of America.
VCFs                             Venture Capital Funds as registered with SEBI and under the SEBI (Venture Capital Funds)
                                 Regulations, 1996 as amended from time to time.
w.e.f.                           With effect from

Technical and Industry-Related Terms and Abbreviations

Term                             Description
CAS                              Conditional Access System
DTH                              Direct To Home
DNS                              Domain Name Server
DVD                              Digital Versatile Disc
GEC                              General Entertainment Channel
IPTV                             Internet Protocol Television
LCO                              Local Cable Operator
MIB                              Ministry of Information and Broadcasting
MSO                              Multi Systems Operator
ODI                              One Day International Matches
RODP                             Run of Day Part
TAM                              Television Audience Measurement
TRAI                             Telecom Regulatory Authority of India




                                                                  viii
         Certain Conventions, Use of Financial Information, Industry, Market Data and Currency of Presentation

Financial Data

Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our financial statements as
of the end of Fiscal 2010, 2009, 2008, 2007 and 2006, in each case, prepared in accordance with the Generally Accepted
Accounting Principles in India (“Indian GAAP”) and the Companies Act, and restated in accordance with the SEBI ICDR
Regulations which differ in certain respects from International Financial Reporting Standards (“IFRS”) and U.S. GAAP. Our
consolidated financial statements and reported earnings could be different in a material manner from those which would be
reported under IFRS or U.S. GAAP. There are significant differences between Indian GAAP, IFRS and U.S. GAAP. This Draft
Red Herring Prospectus does not contain a reconciliation of our consolidated financial statements to IFRS or U.S. GAAP nor
does it include any information in relation to the differences between Indian GAAP, IFRS and U.S. GAAP.

Since our Company currently holds 49% of the equity shareholding in Zenith and hold indirectly 48.94% in Neo Sports
Broadcast, the restated consolidated financial statements of our Company included in this Draft Red Herring Prospectus are
consolidated only to the extent of our shareholding in accordance with Accounting Standard 27 – 'Financial Reporting of
Interests in Joint Ventures' issued by the ICAI.

Had the financial statements and other financial information been prepared in accordance with IFRS or U.S. GAAP, the results
of operations and financial position may have been materially different. See the section titled “Risk Factors” on page xii of this
Draft Red Herring Prospectus.

Accordingly, the degree to which the financial information prepared in accordance with Indian GAAP and restated in
accordance with the SEBI ICDR Regulations, included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian standards and accounting practices, Indian
GAAP, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
practices, Indian GAAP, the Companies Act and the SEBI ICDR Regulations on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited. In making an investment decision, investors must rely upon their
own examination of our Company, the terms of the Issue and the financial information relating to our Company. Potential
investors should consult their own professional advisors for an understanding of these differences between Indian GAAP and
IFRS or U.S. GAAP, and how such differences might affect the financial information contained herein. Our fiscal year
commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the 12 months period ended
March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of
the amounts listed are due to rounding off.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Draft Red Herring Prospectus has been obtained from
industry publications. Industry publications generally state that the information contained in those publications has been
obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not been
independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any
independent sources. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.

Currency of Presentation

All references to “Indian Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references
to US$” or “USD” are to United States Dollars, the official currency of the United States of America. All references to “SGD”
are to the Singapore Dollars, the official currency of the Republic of Singapore. All references to “GBP” are to Great Britain
Pounds, the official currency of the United Kingdom. This Draft Red Herring Prospectus contains translations of certain U.S.
Dollar, SGD, GBP and other currency amounts into Indian Rupees that have been presented solely to comply with the
requirements of SEBI ICDR Regulations. Unless stated otherwise, our Company has in this Draft Red Herring Prospectus, used
the conversion rate of 1 USD = Rs.45.14, 1 GBP = Rs.68.03 (as on March 31, 2010) (Source: www.rbi.gov.in). In case of
Singapore Dollar or SGD the reference rate specified as of March 31, 2010 has been taken as 1 SGD = Rs.32.178 (Source:
http://www.mas.gov.sg). These convenience translations should not be construed as a representation that those U.S. Dollar,
SGD or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate, the rates stated
above or at all. In this Draft Red Herring Prospectus, our Company has presented certain numerical information in ‘million’
units. One million represents 1,000,000.




                                                                ix
                                                      Notice to Investors

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities
Act") or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, “U.S. persons” (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the
Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Any
representation to the contrary is a criminal offence in the United States.

This Draft Red Herring Prospectus has been prepared on the basis that all offers of Equity Shares will be made pursuant to an
exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area ("EEA"), from
the requirement to produce a prospectus for offers of Equity Shares. The expression "Prospectus Directive" means Directive
2003/71/EC of the European Parliament and Council and includes any relevant implementing measure in each relevant Member
State. Accordingly, any person making or intending to make an offer within the EEA of Equity Shares which is the subject of
the placement contemplated in this Draft Red Herring Prospectus should only do so in circumstances in which no obligation
arises for our Company or any of the BRLMs and Co-BRLM to produce a prospectus for such offer. None of our Company and
the BRLMs and Co-BRLM has authorized, nor do they authorize, the making of any offer of Equity Shares through any
financial intermediary, other than the offers made by the BRLMs and Co-BRLM which constitute the final placement of Equity
Shares contemplated in this Draft Red Herring Prospectus.




                                                               x
                                                  Forward Looking Statements

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “contemplate”, “intend”,
“objective”, “plan”, “project”, “seek to”, “should”, “shall”, “will”, “will”, continue”, “will likely result”“will pursue” or other
words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also
forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that
could cause actual results to differ materially from those contemplated by the relevant statement.

Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, the following regulatory changes pertaining to the industries
in India in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy,
our ability to manage our growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal
policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other
rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes
and changes in competition in our industry. Important factors that could cause actual results to differ materially from our
expectations include, but are not limited to, the following:

1.    Our ability to continue our relationship with the BCCI;
2.    Our ability to successfully implement our strategy in the broadcasting business through the integration of the operations of
      Neo Sports Broadcast, through the acquisition of the remaining equity shares in Zenith;
3.    Our ability to successfully acquire and exploit media and other commercial rights for popular sports events;
4.    Our ability to obtain licenses for the operations of the two new proposed channels, Neo Cinema and Neo Zindagi;
5.    Advertisement income generated by broadcasters including Neo Sports broadcast and our other distributors to which we
      sub-license media rights could decline due to a variety of factors which could adversely affect our business and results of
      operations;
6.    General, political, economic, social and business conditions in India and other countries;
7.    Changes in the value of the Rupee and other currency changes;
8.    Changes in the Governmental policies, laws or regulations that apply to our industry/sector in India;
9.    Our ability to successfully implement our strategy, growth and expansion plans;
10.   Our dependence on key personnel;
11.   Performance of the financial markets in India and globally;
12.   The ability of our Company to finance its business and growth;
13.   Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations;
14.   The continuing success of our Company’s business model; and
15.   Other factors discussed in this Draft Red Herring Prospectus, including under the section titled "Risk Factors" on page xii
      of this Draft Red Herring Prospectus.

Only statements which are specifically “confirmed” or “undertaken” by the Selling Shareholders in this Draft Red Herring
Prospectus shall be deemed to be statements made by the Selling Shareholders. All other statements in this DRHP shall be
statements made by our Company even if the same relates to the Selling Shareholders.

For further discussion of factors that could cause our actual results to differ, see the sections titled “Risk Factors”, “Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages xii, 78 and 143,
respectively, of this Draft Red Herring Prospectus. Neither our Company, its Directors/officers, the Selling Shareholders, the
Selling Shareholders’ directors/officers, any Underwriter nor any of their respective affiliates or associates has any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying event, even if the underlying assumptions do not come to finalisation. In accordance with SEBI requirements, our
Company, the Selling Shareholders (in respect to Offer for Sale), the BRLMs and Co-BRLM will ensure that investors in India
are informed of material developments until such time as the commencement of listing and trading on the Stock Exchanges of
the Equity Shares allotted pursuant to this Issue.




                                                                 xi
                                               SECTION II - RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft
Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity
Shares.

If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our
business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and all or part
of your investment may be lost. In addition, you should be aware that we are incorporated in India and operate in a legal and
regulatory environment which may differ from that which prevails in other countries. Unless otherwise stated, we are not in a
position to specify or quantify the financial or other risks mentioned herein. This Draft Red Herring Prospectus also contains
forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including events described below and elsewhere in this Draft
Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination of the
Company and the terms of the Issue, including merits and risks involved.

Unless otherwise stated, the financial information used in this section is derived from and should be read in conjunction with
restated financial statements of our Company for the years ended March 31, 2010, 2009, 2008, 2007 and 2006, the restated
consolidated financial statements of our Company as of and for the years ended March 31, 2010, 2009, 2008, 2007 and 2006,
and the restated financial statements of Neo Sports Broadcast as of and for the years ended March 31, 2010, 2009, 2008, 2007
and 2006 included elsewhere in this Draft Red Herring Prospectus.

In this section, a reference to “Nimbus” or “our Company” means Nimbus Communications Limited. Unless the context
otherwise requires or implies, references to “we”, “us”, or “our” refers to Nimbus Communications Limited, its subsidiaries
and its joint venture, on a consolidated basis. The numbering of the risk factors has been done to facilitate ease of reading and
reference and does not in any manner indicate the importance of one risk factor over the other.

INTERNAL RISK FACTORS

RISKS RELATED TO OUR BUSINESS AND OUR COMPANY

1.   Our Company has failed to provide margin money for a bank guarantee. As a result our Company is in default under
     the sanction letter for the bank guarantee, which could result in, inter alia, penalty and the enforcement of the security
     provided under the bank guarantee.

     Under the terms of the New BCCI Agreement, our Company has provided a bank guarantee of Rs. 20,000 million to
     BCCI on January 18, 2010 from PNB, Indian Bank and Union Bank of India. As per the terms of the sanction letters from
     PNB and Union Bank of India dated January 14, 2010, our Company was required to provide margin capital aggregating
     to Rs. 600 million (Rs. 300 million each) by April 30, 2010 which had not been provided as of the date of filing the Draft
     Red Herring Prospectus, which constitutes a default under the sanction letters from PNB and Union Bank of India.
     However, Union Bank of India has through a letter dated September 29, 2010 provided our Company an extension until
     December 31, 2010 to provide the magin money (Rs. 300 million).

     The default has not, as of the date of this Draft Red Herring Prospectus, been waived by PNB. The various remedies
     available to PNB, as a consequence of this default, include, among others, enforcement of security interest under the
     Facility Agreement dated April 27, 2010, which includes a charge on receivables of our Company, Neo Sports Broadcast
     and Nimbus Sports International Pte. Ltd ("NSI"), a charge on all the fixed assets of our Company, the personal guarantee
     of Mr. Harish Thawani (one of our Promoters) and corporate guarantees given by our Company, Neo Sports Broadcast,
     NSI, Paramount, Zenith, Nimbus Communications Worldwide Limited (Mauritius) and Nimbus Communications
     Limited, BVI. For more information on the security provided in respect of bank guarantees provided by PNB and Union
     Bank of India, see section titled “Financial Indebtedness” on page 173 of this Draft Red Herring Prospectus.

     During any period in which we are in default under any debt obligation, we may be unable to raise, or face difficulties in
     raising, further financing. In addition, other third parties may have concerns over our financial position and it may be
     difficult to bid for new sports and broadcasting rights. Further, this default may trigger cross default provisions under
     other financing agreements, and may materially and adversely affect our business, financial condition, results of
     operations and prospects. For information on our outstanding indebtedness, please see "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" on page 143 of this Draft Red Herring Prospectus.

      Further, there is no assurance that our Company will be in a position to provide the margin money to Union Bank of India
     by December 31, 2010. We have had negative cash flows in recent years and if the obligations under any of our other
     financing documents are accelerated, we may be unable to pay our debts as they fall due. Also we may have to dedicate a
     substantial portion of our future cash flow from operations to make payments under the financing documents, thereby

                                                                xii
      reducing the availability of our cash flow to meet working capital requirements and use for other general corporate
      purposes. For more information on our outstanding indebtedness, see risk factor titled "Our significant indebtedness and
      the conditions and restrictions imposed by our financing arrangements could restrict our ability to conduct our business
      and operations and thereby adversely affect our business and results of operations.” on page xx of this Draft Red Herring
      Prospectus.

 2.   Our Company had defaulted in the repayment of a loan taken from Punjab National Bank ("PNB") on September 24,
      2009 for Rs. 2,250 milion (“PNB Loan”). PNB vide letter dated September 24, 2010 has rolled over the outstanding
      amount (approximately Rs. 1,400 million) under the PNB Loan by three months ending December 23, 2010 on the
      same terms and conditions as applicable to the PNB Loan. If our Company is not able to repay the outstanding
      amounts by December 23, 2010, our Company shall be in default under the PNB Loan agreement, which could result
      in the acceleration of the payment obligations, levy of penal interest and/ or the enforcement of the security provided
      under the PNB Loan agreement.

      Our Company defaulted in the repayment of a short term loan of Rs. 2,250 million provided by PNB, which was due for
      repayment in full on June 30, 2010. The total amount outstanding towards the PNB Loan is approximately Rs.1,400
      million as on September 24, 2010. PNB through its letter dated September 24, 2010 has rolled over the outstanding
      amounts for a period of three months ending December 23, 2010. The interest payable on the outstanding amount shall be
      charged at base rate plus 6.75% while the interest payable under the PNB Loan was BPLR plus 1%. All the other terms of
      the PNB Loan (including security) apply mutatis mutandis to the roll over facility granted by PNB on September 24,
      2010.

      If our Company is unable to repay the outstanding amount under the roll over facility by December 23, 2010,
      PNB may enforce the security provided under the terms of PNB Loan. See the Risk Factor titled "Equity Shares held by
      Harish Kanayalal Thawani, Shobha Harish Thawani and Paramount, our Promoters, will be pledged with certain
      lenders subsequent to the Issue." For more information on the security provided in respect of PNB Loan agreement and
      the roll over facility, see section titled “Financial Indebtedness” on page 173 of this Draft Red Herring Prospectus.

      We have had negative cash flows in recent years and we may not be able to repay the amounts outstanding under the roll
      over facility granted by PNB. Also we may have to dedicate a substantial portion of our future cash flows from operations
      to make payments under the roll over facility, thereby reducing the availability of our cash flow to meet working capital
      requirements and use for other general corporate purposes. For more information on our outstanding indebtedness, see
      risk factor titled "Our significant indebtedness and the conditions and restrictions imposed by our financing
      arrangements could restrict our ability to conduct our business and operations and thereby adversely affect our
      business and results of operations.” on page xx of this Draft Red Herring Prospectus.

3.    We have incurred losses in the past and there can be no assurance that we will not incur further losses in the future.

      In Fiscal 2006, 2007, 2008, 2009 and 2010, we incurred loss of Rs.352.97 million, Rs.797.11 million, Rs.1081.96 million,
      Rs.1,317.09 million and Rs.1,423.93 million, respectively. As we continue to expand our broadcasting business and
      implement our growth strategy, we expect to incur further losses in the future. Our failure to generate profits may
      adversely affect the market price of our Equity Shares, restrict our ability to pay dividends and impair our ability to raise
      capital and expand our business.

4.    There are legal and regulatory proceedings that have been initiated against our Company, our Subsidiaries and joint
      ventures, and our Promoters. Any adverse decision in these proceedings may have a material adverse effect on our
      reputation, business, financial condition and results of operations.

      There are legal and regulatory proceedings that have been initiated against our Company, our Subsidiaries and joint
      ventures, and our Promoters. The following table sets forth certain information relating to such proceedings.

       Sr.          Name of entity/person               Nature of        No. of outstanding           Amount claimed
       No.                                              litigation           litigations      (in Rs. million, unless otherwise
                                                                                                            stated)
       1.       Our Company
                                                         Civil                   1                         4.38
                Nimbus Communications
                Limited                                   Tax                    5               Amount cannot be quantified
                                                        Criminal                 1                         0.10
       2.       Promoters/Directors
                Paramount                                 Civil                  1               Amount cannot be quantified

       3.       Subsidiaries
                Nimbus Media Pte. Ltd                   Civil                    1                 USD 1.79 million (approx.
                                                                  xiii
        Sr.             Name of entity/person                  Nature of       No. of outstanding           Amount claimed
        No.                                                    litigation          litigations      (in Rs. million, unless otherwise
                                                                                                                  stated)
                                                                                                             Rs.84.13 million)*

        4.          Nimbus Sports International Pte.                                   1                        56.96
                                                                 Tax
                    Ltd.                                                               1              Amount cannot be quantified

                    Nirvana Television Limited                   Tax                   1                          0.53

        5.          Joint venture company
                    Neo Sports Broadcast                         Civil                 6              Amount cannot be quantified
             *For the purpose of computation 1 USD = Rs. 47.

       For further information on these proceedings, see "Outstanding Litigation and Material Developments" on page 178 of
       this Draft Red Herring Prospectus. These proceedings are pending at different levels of adjudication before various courts,
       tribunals and appellate tribunals. Although we intend to defend or appeal these proceedings, we will be required to devote
       management and financial resources in their defence or prosecution. Any adverse judgment in any of these legal
       proceedings could have an adverse impact on our reputation, business, financial condition and results of operations.

 5.    The cancellation or disruption of our cricketing events due to adverse weather conditions exposes our Company and
       Neo Sports Broadcast to potential losses. To the extent that we suffer loss or damage for events for which we are not
       insured or for which our insurance is inadequate, the loss would have to be borne by us, and, as a result, our business,
       results of operations and financial condition could be adversely affected.

       As per the New BCCI Agreement, full or partial cancellation of a scheduled match due to adverse weather conditions does
       not result in a reduction of license fee payable by us to BCCI, i.e. we are required to pay the cost of such affected matches
       in its entirety to BCCI. We cover the risk of such cancellation of any scheduled match by transferring such risk to the
       broadcaster to which we license these rights. In accordance with the terms of our agreements with the broadcasters, they
       are required to pay us our license fees in its entirety irrespective of a match being partially or completely cancelled.

       The broadcasting rights for BCCI events are given to various broadcasters including Neo Sports Broadcast and NSI. To
       cover the risk of loss of revenue arising from cancellation of any scheduled matches, Neo Sports Broadcast and NSI
       procure insurance policies whose coverage includes cover for any loss of revenues on account of abandonment or
       curtailment of events due to any reason in the case of one-day international matches and T-20 matches involving the
       Indian national team. The quantum of cover and the events to be covered is decided on a case-to-case basis depending on
       the time of year, likely perception of risk, quantum of revenues at stake, and other factors.

       While we believe that the policies that Neo Sports Broadcast maintains are reasonably adequate to cover all normal risks
       associated with the business, there can be no assurance that any claim under the insurance policies maintained by Neo
       Sports Broadcast will be honoured fully, in part or on time, or that the insurance obtained would be sufficient (either in
       amount or in terms of risks covered) to cover all material losses.

       If any cricketing events are cancelled due to adverse weather conditions and if the quantum of insurance cover for such
       cricketing events is inadequate or if any claims are not fully honoured, it could have a material adverse impact on the cash
       flow, financial condition and business operations of Neo Sports Broadcast and our Company. Also, see risk factor titled
       "We have had negative cash flows in the past years and may continue to do so in the future. There can be no assurance
       that we will have positive cash flows in the future.” on page xv of this Draft Red Herring Prospectus.

6.    The auditors of our Company have without qualifying their opinion drawn attention to the following matters in the
      restated consolidated financial statements of our Company and the financial statements of certain of our Subsidiaries

      The auditors of our Company also have, without qualifying their respective opinions, drawn attention to the following
      matters in the auditors’ reports for the respective period / years:

      For the years ended March 31, 2007, 2008, 2009 and 2010:

      As explained in Note III.B of Annexure IV to our restated consolidated financial statements, our management is of the
      opinion that there is no diminution, other than temporary, in the value of investment (net of the Nimbus group’s share) of
      Rs.2,279.70 million in Neo Sports Broadcast. Our management is also of the opinion that the outstanding loan (net of the
      Nimbus Group’s share) of Rs.51.69 million as of March 31, 2010, Rs.48.94 million as of March 31, 2009, Rs.46.52 million
      as of March 31, 2008 and Rs.43.29 million as of March 31, 2007 given to Zenith is good and fully recoverable and

                                                                         xiv
     outstanding dues net off subsequent realisation and net off group’s share as of March 31, 2010 of Rs. Rs. 3,025.43 million
     will be realized in due course from Neo Sports Broadcast. For further information, see Note III.B of Annexure IV to our
     restated consolidated financial statements.

     For the years ended March 31, 2010 and 2009:

     As stated in Note III.G.2 of Annexure IV to our restated consolidated financial statements, the remuneration paid to
     Directors for the year ended March 31, 2009 had exceeded the limit prescribed under the Companies Act, 1956 by Rs.2.76
     million respectively, which is subject to the approval of the Central Government. Failure to obtain such approval may
     result in imposition of penalties. For further information, see Note III.G.2 of Annexure IV to our restated consolidated
     financial statements.

     The auditors of Nimbus Sports International Pte. Ltd ("NSI") have, without qualifying their opinion, drawn attention to
     certain matters in the auditors report on the restated financial statements of NSI, including uncertainty of determination of
     income tax payment obligations as well as outstanding tax queries from Singapore tax authorities relating to rights fees
     expense in the income statement and NSI’s compliance with the withholding tax provisions of Singapore income tax laws.
     For further information, see Note III.A(1) and Note III.A(2) of Annexure IV to our restated consolidated financial
     statements.

7.   We have had negative cash flows in the past years and may continue to do so in the future. There can be no assurance
     that we will have positive cash flows in the future.

                                                                                                                (Rs. In millions)
                                                                                Year Ended March 31,
       Particulars

                                                              2007             2008             2009                2010


       Net Cash from / (used in) Operating Activities         (496.39)       (1,677.13)        (1,299.31)             (1,110.03)
       Net Cash from / (used in) Investing Activities       (2,457.39)         (690.18)           57.78                (452.30)
       Net Cash from / (used in) Financing Activities        6,376.93          (596.38)         2,323.10               3,416.53
       Net Increase / (Decrease) in Cash and
       Cash Equivalents                                      3,423.15        (2,963.69)         1,081.57               1,854.20

      There can be no assurance that our net cash flow used in operating and investing activities will be positive in the future.
      Any negative cash flows used in operating and investing activities in future would adversely affect our results of
      operations and financial condition. See “Management's Discussion and Analysis of Financial Condition and Results
      of Operations" on page 143 of this Draft Red Herring Prospectus.

8.   The equity interest of our Promoters and Promoter Group after the Issue may not enable them to control the business
     operations and the outcome of matters submitted to shareholders for approval.

      Following the completion of the Issue, our Promoters will own less than 26% of our issued and paid-up equity share
      capital and as a result may not be able to control the business operations and the outcome of matters at shareholder
      meetings (where significant decisions, including amendment to memorandum and articles of association, alteration of
      share capital, etc. are taken) which could have an adverse effect on the future operations of our business. For further
      information, see “Capital Structure”, “History and Certain Corporate Matters”, “Promoters and Group
      Companies” on pages 23, 100 and 128 respectively of this Draft Red Herring Prospectus.

9.   Certain of our Subsidiaries, joint ventures, Group Companies and our Promoters have incurred losses in the last three
     years and have a negative net worth.

      Certain of our Subsidiaries, joint ventures, Group Companies and our Promoter have, in recent years, incurred losses or
      have a negative net worth, as set forth in the table below:
                                                                                                              (In Rs. million)
              Entity                             Loss                                             Net worth


                              Fiscal 2008    Fiscal 2009     Fiscal 2010       Fiscal 2008        Fiscal 2009       Fiscal 2010

       Subsidiaries
       Nirvana Television
                                (8.76)          (4.28)         (15.96)            N.A                N.A                N.A
       Limited
                                                                xv
             Entity                                   Loss                                        Net worth


                               Fiscal 2008      Fiscal 2009   Fiscal 2010           Fiscal 2008   Fiscal 2009           Fiscal 2010
      Nimbus        Motion
      Pictures       (A.P.)      (0.05)             (0.17)      (0.10)                (3.46)        (3.63)                (3.73)
      Private Limited
      Nimbus         Home
      Entertainment              (19.67)            (32.34)     (14.31)               (31.41)       (63.75)               (78.06)
      Private Limited
      Nimbus                     (0.65)             (0.01)      (97.49)                N.A           N.A                   N.A
      Communication
      Worldwide Limited
      Nimbus Media Pte.           N.A                N.A        (8.40)                 N.A           N.A                   N.A
      Ltd.
      Nimbus                     (5.04)             (0.24)      (0.33)                 N.A           N.A                   N.A
      Communication
      Limited (BVI)

      Joint Venture
      Zenith Sports Private      (5.61)             (6.03)      (6.54)                (9.66)        (15.69)               (22.23)
      Limited
      Neo       Broadcast        (0.27)             (0.06)      (0.16)                 NA            NA                    NA
      Limited    (formerly
      known as Nirvana
      Adzone Limited)
      Neo            Sports    (2,474.62)       (2,876.69)    (3,426.91)            (1,654.52)    (4,731.96)            (7,720.71)
      Broadcast     Private
      Ltd

         Promoter and
        Promoter Group         Fiscal 2008      Fiscal 2009   Fiscal 2010           Fiscal 2008   Fiscal 2009           Fiscal 2010
             entities
      Aquarius                   (0.38)             (0.36)      (0.37)                 NA            NA                    NA
      Transnational
      Carnival                   (0.27)             (0.83)      (0.97)                (0.17)        (1.00)                (1.97)
      Entertainment
      Private Limited
      Paramount                  (13.51)             NA          NA                    NA            NA                    NA
      Corporation Ltd

      Exchange rate              As at March 31, 2008             As at March 31, 2009                As at March 31, 2010
      applied for USD
      into Rs.
      Average rate                          40.24                           45.99                               47.44
      Closing rate                          39.97                           50.95                               45.14
    (Source: www.rbi.gov.in)

10. We are substantially dependent on our media licensing arrangement with BCCI which contributes a significant portion
    of our revenues. The termination of any of our agreements – whether relating to media licensing or broadcast or
    otherwise, including our licensing arrangements with BCCI, will result in a material adverse effect on our business,
    financial condition and results of operations.

     Our current sports rights management portfolio consists of certain agreements with a limited number of sports federations.
     We are substantially dependent on our media licensing arrangement with BCCI which generates a significant portion of
     our revenues. We are therefore significantly dependent on our continuing relationships with BCCI in the future. For
     further information on the BCCI arrangements and our other key media licensing arrangements please see – “Business"
     on page 78 of this Draft Red Herring Prospectus.

     Our business and results of operations may be adversely affected if one or more of our contracts entered into for the
     purpose of, inter alia, management of rights or broadcast of our channels, are terminated. These agreements may be
     terminated by the relevant parties, including sports federations, as the case may be, under certain circumstances,
     including, among others, the breach of a material term of such agreement. Certain of these agreements may also be
     terminated on the occurrence of a material change in circumstances pursuant to a change in applicable laws or regulations
     or non-compliance of the conditions precedent and conditions subsequent under such agreements, specifically those
     relating to guarantee arrangements. An inability to comply with the terms of, or otherwise maintain, any of our significant
     rights management contracts, or an inability to renew such contracts or enter into new contracts with these and other

                                                                xvi
     sports federations or other owners of media rights relating to future sports events will adversely affect our business and
     results of operations.

11. Our ability to successfully implement our growth strategy in the broadcasting business depends on our ability to
    integrate the operations of Neo Sports Broadcast, a joint venture company which owns and operates two channels,
    through the acquisition of the remaining equity shares in Zenith. The proposed acquisition of the remaining equity
    shares in Zenith is not complete and investors should not place undue reliance on the success of such proposed
    acquisition.

     Our Company currently holds 49% of the total shareholding of Zenith which, in turn, holds 99.88% of the total equity
     share capital of Neo Sports Broadcast. Neo Sports Broadcast owns and operates two channels, Neo Sports and Neo
     Cricket. The remaining 51% shareholding in Zenith is held by Paramount Corporation Limited (“Paramount”), one of
     our Promoters.

     On March 27, 2006 (the “Execution Date”) Neo Sports Broadcast, Paramount, Nimbus and Zenith entered into an
     agreement (the “Zenith Agreement”), which stipulates the manner in which the broadcasting business was to be carried
     out by Neo Sports Broadcast. Under the Zenith Agreement, at any time following the expiry of one year from the
     Execution Date, Nimbus and Paramount are entitled to exercise a call option and a put option, respectively, to purchase
     any or all of the remaining shares held in Zenith by the other party, at a price to be mutually agreed, provided that such
     price will provide a minimum return of 11.0% per annum on the capital invested in Zenith. In the event that such price
     cannot be mutually agreed, such price will be determined by an independent international reputed firm of accountants
     jointly appointed by Paramount and Nimbus, and such valuation shall be binding on the parties. For further information
     relating to Zenith Agreement, please see “History and Certain Corporate Matters” on page 100 of this Draft Red
     Herring Prospectus.

     Pursuant to the resolution of the Board dated February 5, 2010, our Company intends to exercise such call option under
     the Zenith Agreement. The price of acquisition of the remaining shares in Zenith has been agreed with Paramount at
     Rs.14.24 per equity share of Zenith, aggregating Rs. 363,050. Our Company had filed an application with FIPB dated
     March 9, 2010 and received an approval from FIPB vide letter dated May 19, 2010 for the proposed acquisition of the
     remaining equity shares in Zenith. In the event our Company is able to successfully complete such proposed acquisition,
     our Company through Zenith will hold 89.62% of the fully diluted equity shareholding of Neo Sports Broadcast, taking
     into account conversion of certain compulsorily convertible preference shares issued to Funderburk Enterprises Limited,
     another shareholder in Neo Sports Broadcast. There can be no assurance that we will complete the proposed acquisition as
     planned, on schedule, or at all. In the event that we are unable to complete the proposed acquisition, we may not be able to
     integrate the operations of Neo Sports Broadcast with those of our Company to effectively implement our growth strategy
     in the broadcasting business, which may adversely impact our business, financial condition and results of operations.
     Investors should not place undue reliance on the success of the proposed acquisition.

12. We intend to use a part of the Net Proceeds to implement our growth strategy in the broadcasting business, including
    the expansion of the geographic reach of Neo Cricket, the launch of the proposed Neo Cinema and Neo Zindagi
    channels, the acquisition of new broadcasting rights and upgradation of Neo infrastructure. Neo Sports Broadcast is
    currently loss making and there can be no assurance whether our further investment in Neo Sports Broadcast or its
    subsidiaries through the application of a part of the Net Proceeds will be profitable.

     We intend to use a part of the Net Proceeds to implement our growth strategy in the broadcasting business, including the
     expansion of the geographic reach of Neo Cricket, the launch of the proposed Neo Cinema and Neo Zindagi channels, the
     acquisition of new broadcasting rights and upgradation of Neo infrastructure. In this connection, our Company intends to
     deploy Rs.2274.06 million, from the total Net Proceeds, in the form of equity / preference or debt, for the growth of the
     broadcasting business of Neo Sports Broadcast or its subsidiaries. For further information, see “Objects of the Issue” on
     page 41 of this Draft Red Herring Prospectus. Neo Sports Broadcast is currently loss making and there can be no
     assurance whether our further investment in Neo Sports Broadcast or its subsidiaries through the application of a part of
     the Net Proceeds will be profitable.

13. We have not entered into any agreement or arrangement in connection with the launch of the proposed new channels,
    Neo Cinema and Neo Zindagi and towards the geographic expansion of Neo Cricket. Any delay or failure to conclude
    such definitive agreements on commercially favourable terms could adversely affect our results of operations and
    financial condition.

     As discussed in “Objects of the Issue” on page 41of this Draft Red Herring Prospectus, we intend to utilise Rs.1,291.74
     million, and Rs.132.45 million of the Net Proceeds of the Issue in connection with the launch of the proposed new
     channels, Neo Cinema and Neo Zindagi and towards the geographic expansion of Neo Cricket, respectively. We have not
     entered into any definitive agreements for the use of such Net Proceeds. For further information, see “Objects of the
     Issue” on page 41 of this Draft Red Herring Prospectus. There can be no assurance that we will be able to conclude such
     definitive agreements on commercially favourable terms and any delay or failure to conclude such definitive agreements

                                                              xvii
     could adversely affect our results of operations and financial condition.

14. Our consolidated financial statements following the acquisition of the remaining equity shareholding in Zenith may
    not be comparable to our restated consolidated financial statements included in this Draft Red Herring Prospectus.

     We have included in this Draft Red Herring Prospectus (i) the restated financial statements of our Company for Fiscal
     2010, 2009, 2008, 2007 and 2006, (ii) the restated consolidated financial statements of our Company for Fiscal 2010,
     2009, 2008, 2007 and 2006, and (iii) the restated financial statements of Neo Sports Broadcast for Fiscal 2010, 2009,
     2008, 2007 and 2006.

     As of March 31, 2010, our Company had made an investment of Rs. 4,470 million in Neo Sports Broadcast through
     equity shares and non-cumulative redeemable preference shares. As of March 31, 2010, our Company also to recover
     reimbursement of bank gurantee commission from Neo Sports Broadcast for Rs.328.79 million to Neo Sports Broadcast.
     In addition, our Company has entered into various transactions with Neo Sports Broadcast, including the licensing of the
     rights under the BCCI arrangements to Neo Sports Broadcast, and revenues of our Company from such licensing
     arrangements with Neo Sports Broadcast contribute a significant majority of our Company’s total income. We expect
     such transactions with Neo Sports Broadcast to continue in the future. In Fiscal 2006, 2007, 2008, 2009 and 2010, Neo
     Sports Broadcast incurred losses of Rs.942.38 million, Rs.1,881.05 million, Rs.2,474.62 million, Rs.2,876.69 million and
     Rs.3,426.91 million, respectively.

     Since our Company currently holds 49% of the equity shareholding in Zenith, the restated consolidated financial
     statements of our Company included in this Draft Red Herring Prospectus are consolidated only to the extent of our
     shareholding in accordance with Accounting Standard 27 – 'Financial Reporting of Interests in Joint Ventures' issued by
     the ICAI. For further information on such consolidation under Accounting Standard 27, see “Management’s Discussion
     and Analysis of Financial Condition and Results of Operations”. Following the completion of the proposed
     acquisition of the remaining shareholding in Zenith, full consolidation of the financial statements of Zenith and Neo
     Sports Broadcast will be required to be made in accordance with Accounting Standard 21- 'Consolidated Financial
     Statements' issued by the ICAI. Accordingly, our consolidated financial statements following such proposed acquisition
     may not be comparable to our restated consolidated financial statements included in this Draft Red Herring Prospectus.

     This Draft Red Herring Prospectus does not include any pro forma balance sheet or pro forma profit and loss statement
     prepared in accordance with the laws and regulations of any jurisdiction, which would have shown the effect of the
     proposed acquisition of the remaining equity shares in Zenith on our historical financial condition and results of
     operations. Investors will therefore need to base their assessment of the financial condition and results of operations of our
     Company subsequent to the proposed acquisition on the basis of the restated consolidated financial statements of our
     Company and the restated financial statements of Neo Sports Broadcast and other information with respect to Zenith and
     Neo Sports Broadcast included in this Draft Red Herring Prospectus.

15. Our sports rights management business is dependent on our ability to acquire and successfully exploit media and other
    commercial rights relating to a limited number of cricket and other popular sports events and there can be no
    assurance that we will be able to acquire and exploit new rights for such sports events.

     The acquisition of media and other commercial rights relating to cricket and other popular sports events typically involves
     a competitive bidding process based on several criteria, including, the competitiveness of the bid, past experience,
     distribution capabilities, financial strength, technical capabilities, reputation and ability to do financial closure in time, i.e.
     providing bank guarantee as required under the sports rights management contracts. Our sports rights management
     business is also dependent on developing and maintaining relationships with sports federations and boards, and other
     owners of media rights of such sports events. In some instances, our key competitors may possess rights of first refusal
     with respect to certain sports events, thus further limiting the number of sports events for which we may bid. Given the
     highly competitive environment we operate in, there can be no assurance that we will be able to successfully implement
     our strategy to expand our sports rights management business and acquire rights for sports events in the future. There can
     also be no assurance that we will be able to enter into distribution agreements with broadcasters and distributors on
     favourable terms in order to exploit the media rights in a commercially successful manner. An inability to successfully
     acquire new media rights or commercially exploit media rights by us may have a material adverse impact on our business,
     prospects and results of our operations.

16. Equity Shares held by Harish Kanayalal Thawani, Shobha Harish Thawani and Paramount, our Promoters will be
    pledged with certain lenders subsequent to the Issue.

     Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and Paramount holding 4,187,150, 1,057,952 and
     12,000,000 Equity Shares respectively in our Company were pledged in favor of Punjab National Bank for securing the
     old bank guarantee of Rs. 6,260 million provided to BCCI for the BCCI Agreement. The pledge on the aforesaid Equity
     Shares of the Promoters was extended to Union Bank of India and Indian Bank from April 1, 2010 in addition Punjab


                                                                 xviii
     National Bank for securing the new bank guarantee of Rs. 20,000 million granted to the BCCI for the New BCCI
     Agreement.

     In order to comply with the SEBI ICDR Regulations, the Equity Shares have been temporarily released from the pledge
     subject to certain conditions imposed by our lenders. Such Equity Shares will be pledged back in accordance with the
     terms of the corporate guarantee sanctioned for the purpose of financing one or more of the objects of the Issue in
     compliance with the SEBI ICDR Regulations. In the event of default by our Company and subject to any regulatory
     requirements, the lenders shall have the right to sell or otherwise dispose of the Equity Shares pledged by the Promoters,
     which could have the effect of reducing the price of our Equity Shares and adversely affect our business, financial
     condition and results of operations. For further details, see the section "Capital Structure" on page 23 of the Draft Red
     Herring Prospectus.

17. Changing customer preferences limit our ability to predict the popularity of sports events with audiences prior to
    bidding for the rights of such events. If our target audience lose interest in the sports events for which we own media
    rights, our business, financial conditions and results of operations would be materially and adversely affected.

     Any decrease in the appeal or popularity of cricket or other sports events with audiences could materially and adversely
     impact our business and results of operations. Public acceptance of programming of sports events including for cricket is
     dependent upon, among other factors, the quality of the programming, the strength of networks on which the
     programming is broadcast, the promotion and scheduling of the programming and the quality and acceptance of
     competing television programming and sports events, such as league cricket like Indian Premier League and other sports
     events for which we do not possess media rights, as well as other sources of entertainment. If our target audiences lose
     interest in the sports events for which we own the media rights, especially cricket, our business and results of operations
     would be materially and adversely affected. Further, the commercial success of our joint venture Neo Sports Broadcast is
     significantly dependent on its ability to plan, acquire and broadcast television programming that caters to viewer
     preferences and attracts high audience shares. There can be no assurance that it will continue to be able to cater to viewer
     preferences, or that viewers will continue to watch programs on our channels. If some or all television programs shown on
     our channels are less attractive in the future, advertisers could reduce their advertising on our channels and the value of
     our programming content could decrease, having an adverse impact on our business and financial condition.

18. Our operations are dependent on sophisticated equipment and technology and technological failures could adversely
    affect our business.

     In our broadcasting, sports production and filmed entertainment business, we rely on sophisticated production and
     broadcast equipment, communications equipment and other information technology to conduct our business. Although we
     have backup equipment in some cases, if we experience significant damage to certain equipment or other technological
     breakdowns to equipment or systems, it could disrupt our ability to produce or broadcast our programming. Therefore,
     any equipment or technological failure or damage that results in a disruption of our services could lead to loss of
     revenues. In addition, we intend to further expand our new media business operations by creating, re-purposing,
     formatting, editing and delivering content to the telecom industry, and will in the future be required to implement various
     hardware and software systems to manage these operations. If we experience integration problems or other difficulties
     relating to the expansion of our new media operations, or if these systems do not perform as expected, or in the event we
     are unable to adapt to the rapid advances that are characteristic of the technologies that we use, our business and results of
     operations could be adversely affected.

19. We operate in a highly competitive environment and an inability to compete could have a material adverse impact on
    our business and results of operations.

     The businesses in which we engage in are highly competitive. We face competition from a broad range of companies in
     the media, sports and filmed entertainment industry.

     The acquisition of media and associated rights relating to cricket and other popular sports events typically involves a
     competitive bidding process based on several criteria, including, the competitiveness of the bid, past experience,
     distribution capabilities, financial strength, technical capabilities, reputation and ability to achieve financial closure in
     time, i.e. providing bank guarantee as required under the sports rights management contracts. Some of our competitors
     may have greater financial resources and may also benefit from greater economies of scale and operating efficiencies. Our
     competitors may, whether through consolidation or growth, present more credible integrated media rights management
     and distribution channels and solutions than we do, causing us to win fewer rights management contracts.

     In the broadcasting business, we compete with various sports channels, including ESPN and Ten Sports. Our competitors
     may distribute their media offerings across platforms that are more innovative than the platforms that we currently utilize,
     which may allow such competitors to attract more subscribers. We are in the process of developing two new television
     channels targeting a range of viewer preferences. We cannot assure you that we will be able to launch these channels or
     that, if launched, they will succeed. In particular, the success of any new channel that we launch will depend on our ability
     to develop attractive programming that generates adequate viewership and enables us to sell advertisement slots at
                                                               xix
     profitable rates.

     The film industry is highly competitive and at times may create supply imbalances of films in the market which could
     result in the reduction of box office receipts and/or margins. We have limited production and advertising budgets, and
     may not succeed in adequately marketing films produced and/or distributed by us. Either of these factors could have a
     material adverse effect on our business, results of operations and financial condition.

     The home video market in India is currently fragmented and concentrates mainly on rentals of DVDs; the market is
     dominated by local stores who operate on a standalone basis. These smaller stores may enjoy a loyal following from local
     customers. We may not be able to develop a similar relationship with home video consumers and thus our business may
     be adversely affected.

     There can be no assurance that we can continue to effectively compete with our competitors in the future, and failure to
     compete effectively may have an adverse effect on our business, financial condition and results of operations.

20. We have not received relevant regulatory approvals for the proposed Neo Cinema and Neo Zindagi channels. In the
    event we are unable to obtain such regulatory approvals or if there is any significant delay in obtaining such approvals,
    we will not be able to utilize Rs.1,291.74 million of the Net Proceeds allocated for this purpose in the manner
    contemplated in our Objects of the Issue. Any delay or inability in obtaining such approvals will also have an adverse
    impact on the timely implementation of our growth strategy in the broadcasting business.

     Neo Sports Broadcast will require uplinking and downlinking licenses in India issued by the MIB for the purposes of
     launching the two new channels, Neo Cinema and Neo Zindagi. Neo Broadcast Limited has submitted applications dated
     August 11, 2010 to the MIB seeking permission for uplink and downlink in India for the channels, Neo Cinema and Neo
     Zindagi.

     The current status of these applications is uncertain and there can be no assurance that the MIB will grant us uplinking
     and downlinking license for either of our proposed channels or that such licenses will be granted to us in time for the
     proposed launch of these channels. Our inability to obtain such uplink and downlink licenses for either of these channels,
     or any delay in the issuance of such licenses by the MIB, or the imposition of any conditions by the MIB in connection
     with the grant of such licenses that we are unable to comply with, will result in us not being able to utilize Rs.1,291.74
     million of the Net Proceeds allocated for such purpose as contemplated in the Objects of the Issue. Any such delay or
     inability in obtaining the uplink and downlink licenses from the MIB will have an adverse impact on the implementation
     of our growth strategy in the broadcasting business. Further, any re-deployment of the proceeds allocated for this purpose
     will need to be approved by our shareholders.

21. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements could restrict
    our ability to conduct our business and operations and thereby adversely affect our business and results of operations.

     As of March 31, 2010, our indebtedness aggregated to Rs.5,793.73 million, and comprised of secured loans of
     Rs.3,316.52 million and unsecured loans of Rs.2,477.21 million. We may incur additional indebtedness in the future, for
     the expansion of our business. For further information relating to our indebtedness, see “Financial Indebtedness” on
     page 173 of this Draft Red Herring Prospectus, respectively.

     Some of our borrowings are secured by our movable and other assets. A significant indebtedness in the future could have
     several important consequences, including but not limited to the following:

     • We may be required to dedicate a portion of our cash flow towards repayment of our existing debt, which will reduce
       the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate
       requirements;

     • our ability to obtain additional financing in the future at reasonable terms may be restricted or our cost of borrowings
       may increase due to sudden adverse market conditions, including decreased availability of credit or fluctuations in
       interest rates;

     • fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness is expected to
       be at variable interest rates; and

     • there could be a material adverse effect on our business, financial condition and results of operations if we are unable
       to service our indebtedness or otherwise comply with financial and other covenants specified in the financing
       agreements.

     Some of our financing agreements also include various conditions and covenants that inter alia require us to obtain lender
     consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or

                                                               xx
     obtain such consents in a timely manner, or at all, could have significant consequences on our business and operations.
     Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from the relevant
     lenders for, among others, declaration of dividends, proposed expansions or fresh acquisition of fixed assets, investment
     by way of share capital in any other concern, alter capital structure, formulation of any scheme of amalgamation with any
     other borrower, undertaking fresh guarantee obligations on behalf of any other person, any repayment of the loans/
     deposits or any discharge of obligations. In addition to these, we are also required to obtain the prior permission of the
     banks in case we conclude any fresh borrowing arrangement, either secured or unsecured with any other bank or financial
     institution, borrower or otherwise or for creating a further charge over our fixed assets. Some of our financing agreements
     are also subject to certain conditions and covenants, including the absence of a material adverse change in our business,
     assets, financial condition, prospects and credit standing, specified financial ratios and maintaining our shareholding and
     management structure. Such covenants may restrict or delay certain actions or initiatives that we may propose to take
     from time to time.

     A failure to observe such covenants or conditions under our financing arrangements or to obtain necessary consents
     required thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such
     facilities and the enforcement of any security provided. Any acceleration of amounts due under such facilities may also
     trigger cross default provisions under our other financing agreements. Any of these circumstances could adversely affect
     our business, financial condition and results of operations, as well as adversely affect the price of our Equity Shares.

22. We have significant contingent liabilities and our financial condition may be adversely affected if these contingent
    liabilities materialise.

     The following table sets forth certain information relating to our contingent liabilities as of March 31, 2010 as per our
     consolidated financial statements:

            Sr.                                                                         As on March 31, 2010
                      Particulars
            No.                                                                            (Rs. in million)
            1.        Outstanding Tax Litigation

            (a)       Company                                                                    17.84

            2.        Third party claims against our Company

            (a)       For a TV program                                                            1.13

            (b)       By Doordarshan (including interest)                                        76.24

            (c)       Television logo                                                             4.38

            (d)       IT related service contract                                                11.41

            (e)       BCCI                                                                       39.47

            3.        Counter claim against Via World Inc                                         8.51

            4.        Factoring Facility                                                         103.38


     If any of these contingent liabilities materialise, our profitability may be adversely affected. For further description of our
     contingent liabilities, see “Financial Statements” on page 142 of this Draft Red Herring Prospectus.

23. The success of our filmed entertainment business depends on the commercial success of the films produced and/or
    distributed by us, which is unpredictable, and our ability to select and develop new investment and production
    opportunities.

     We face certain risks with respect to our operation in the film production and distribution industry, including
     unpredictable audience reactions which determine a film’s commercial success. Generally, the popularity of films
     produced and/or distributed by us depends on many factors, including the critical acclaim they receive, the actors and
     other key talent, their genre and their specific subject matter.

     If our films do not find popular appeal with the audiences, there will be a negative impact on the revenue attributable to
     our filmed entertainment business segment which would affect our results of operations.

24. We have significant capital requirements. Financial resources available to us may be inadequate and the actual
    amount and timing of future capital requirements may differ substantially from our current projections.

     We have significant capital requirements. Financial resources available to us may be inadequate and the actual amount
     and timing of future financial requirements may differ substantially from our current projections. Our growth and business
                                                                xxi
     strategies may depend upon our ability to obtain future funding through equity financing, debt financing (including credit
     facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If we do not have
     access to such financing arrangements, and if other funding does not become available on terms acceptable to us, there
     could be a material adverse effect on our business, results of operations and financial condition.

     If we decide to meet these capital requirements through debt financing, our interest obligations will increase and we may
     be subject to additional restrictive covenants that may affect our ability to implement our business strategy. There can also
     be no assurance that market conditions and other factors will permit future financing on commercially acceptable terms.
     Our ability to continue to arrange for financing and the costs of such capital is dependent on numerous factors, including
     general, economic and capital market conditions, availability of credit from banks and financial institutions, the success of
     our business and operations and other factors outside our control. If we decide to raise additional funds through the
     issuance of equity or equity-linked instruments, the interests of existing shareholders will be diluted.

25. Our revenues and results of operations may fluctuate significantly depending on the scheduling of sports events for
    which we have been granted media and other rights.

     Our revenues and results of operations depend significantly upon the timing and commercial success of the media and
     other rights associated with the sports events, particularly cricket matches, which are generally played in the period
     between September and March. Accordingly, our revenues and results of operations may fluctuate significantly from
     quarter to quarter, and is typically lower in the first half of the fiscal year between April and September when very few
     cricket events are held, and therefore our results of operations in any quarter may not be indicative of our results of
     operations for the year.

26. Advertisement income generated by broadcasters, including Neo Sports Broadcast, and our other distributors to which
    we sub-license media rights could decline due to a variety of factors, which would adversely affect our business and
    results of operations.

     Revenues of broadcasting companies, including that of Neo Sports Broadcast, are significantly dependent on advertising
     income, which may be generated from advertisements aired on the television channels or the distribution of advertisement
     time for live coverage sports events. In addition, our revenues are dependent on income from sale of advertisement time
     for live coverage sports events for which we have acquired all advertisement rights, or income from agency commission
     received on advertising time marketed and distributed by us on behalf of the owners of such advertisement space.
     Advertisement income is influenced by various factors, including the viewership of our programs and popularity of the
     sports events that we broadcast on our television channels. Advertising is also impacted by general economic conditions
     and a downturn in the economy generally or in particular industries and markets served by advertising customers may
     cause advertisers to decrease advertising budgets. The loss of major advertisers, or advertisers in specific industries,
     which contribute a large percentage of such advertising revenues, could cause our advertising income to decline, which
     would adversely affect our business and results of operation.

     In Fiscal 2010, 2009 and 2008, our broadcasting advertising income was 17.50%, 11.73% and 15.51% respectively of our
     consolidated total income. The loss of any major advertiser could cause its advertising income to decline.

     Further, in the advertising market, television competes with other advertising media, including radio and the print media.
     As a consequence, Neo Sports Broadcast's advertising income will be influenced by the extent to which advertisers prefer
     to advertise on television compared to other media. Any change in advertiser preferences regarding our channels, which
     may arise due to the loss of market share, general economic conditions, changes in the media preferences of advertising
     customers or other reasons, will adversely affect our business and financial condition.

27. Our ability to acquire desired programming and artistic talent may be adversely affected by competition and increasing
    prices.

     Our success depends in part on our ability to acquire desired programming and artistic talent at reasonable prices. We face
     competition from other sports broadcasters and entertainment companies in making arrangements with artistic talent for
     the production of programming, including in-house programming. Further, prices to acquire desired programming have
     generally increased. The inability to obtain high quality programming or the talent to produce such programming on
     reasonable terms, or at all, could have an adverse effect on our business and financial condition.

28. A part of the Net Proceeds amounting to Rs.600 million and Rs.500 million will be utilized to bid for upcoming sports
    and broadcasting rights respectively. This information is generally not available in public domain. Therefore, we
    cannot guarantee the accuracy or completeness of information with respect to such information as contained in this
    Draft Red Herring Prospectus.

     A part of the Net Proceeds amounting to Rs.600 million and Rs.500 million will be utilized to bid for upcoming sports
     and broadcasting rights respectively. While the information with respect to upcoming sports and broadcasting rights for

                                                              xxii
     bidding contained herein has been obtained from sources generally believed to be reliable but there can be no assurance as
     to the accuracy and completeness of the information. While reasonable actions have been taken by the Company to ensure
     that the information is extracted accurately and in its proper context since this information is generally not available in
     public domain, we have not been able to independently verify any of the data from third parties contained in the section
     titled “Objects of the Issue” on page 41 in the Draft Red Herring Prospectus and cannot guarantee the accuracy or
     completeness of information with respect to such information.

29. Piracy of feature films may adversely affect our filmed entertainment business.

     Piracy of media products, including digital and internet piracy and the sale of counterfeit consumer products, may
     decrease revenue received from the exploitation of our products. Consumer awareness of illegally accessed content and
     the consequences of piracy is lower in India than it is in Western countries and the move to digital formats has facilitated
     high-quality piracy in particular through the internet and cable television. Monitoring infringement of our intellectual
     property rights is difficult and the protection of intellectual property rights in India may not be as effective as in other
     countries. Existing copyright and trademark laws in India afford only limited practical protection and the lack of internet-
     specific legislation relating to trademark and copyright protection creates a further challenge for us to protect our content
     delivered through such media.

     Notwithstanding the anti-piracy measures we take, there can be no assurance that we will be able to prevent piracy of our
     products. Piracy of our films and sales of counterfeit media, including digital versatile discs (“DVDs”) and compact discs
     (“CDs”), and continued or increased unauthorised use of our proprietary and intellectual property could result in lost
     revenue, result in significantly reduced pricing power and could have a material adverse effect on our business, prospects,
     financial condition and results of operations. Further, home videos in the form of VCDs or DVDs are released after a
     substantial period following the theatrical release of a feature film. This is typically done to ensure better performance of a
     feature film at the box office. However, due to piracy, illegal copies of feature films make their way to the markets and
     into the hands of the consumers that we target through our home video business under the brand “Showtime Video”. These
     illegal copies are usually priced less than the legitimate home videos. Further, due to the lack of an effective enforcement
     mechanism, such piracy remains largely unchecked. Therefore, piracy of feature films may adversely affect our business
     filmed entertainment business.

30. We rely on our business associates for intellectual property rights compliance with respect to production content that
    we obtain from third parties, and in the event of non-compliance, the third parties may take action against us.

     With respect to production content that we obtain from third parties, we rely on our business associates, to inform us of
     any programming in which intellectual property rights have not been obtained. It is possible that one of our partners may
     not possess all of the re-distribution rights for every component of programming that it has licensed to us. Moreover, there
     is no guarantee that our partners can adequately identify and advise us of content that we are not permitted to distribute in
     time for us to prevent the broadcasting of such content. In either case, other third parties that possess the intellectual
     property rights for specific segments of programming that we broadcast under certain licensing agreements may take
     action against us and/or our associates. In the event that our associates are in breach of the distribution rights related to
     specific programming and other content, we may be required to cease distributing or marketing the relevant content to
     prevent any infringement of related rights, and may be subject to claims of damages for infringement of such rights. We
     may also be required to file a claim against our partners if the distribution rights related to specific programming is
     breached and there is no assurance that we would be successful in any such claim.

31. We may be unsuccessful in implementing our growth strategies and our business may be adversely affected should the
    marketplace not accept our new offerings.

     As we undertake our growth strategies we may become subject to unpredictable challenges which may hinder our ability
     to implement these strategies. Our growth will be subject to a number of risks including, but not limited to: (i) the
     difficulty of assimilating our growth operations and personnel into our current operations and personnel; (ii) additional
     operating losses and expenses that are generally part and parcel of business growth and expansion; (iii) the difficulty of
     integrating new technology and rights into our existing businesses and the unanticipated expenses related to such
     integration; (iv) the impairment of relationships with our current customers and partners resulting from any adverse affect
     our growth strategies may have on their businesses; and (v) in the case of growth in our foreign operations, uncertainty
     regarding foreign laws and regulations, difficulty integrating operations as a result of cultural and operational differences,
     political and economic instability.

     Our industry is highly competitive and, in some instances, rapidly changing. The success of our growth strategies will
     depend upon the market acceptance of our new offerings. We cannot assure you that our new broadcasting channels,
     films, home video products, or mobile content products will be accepted by the customers and subscribers and our
     business, financial condition and results of operations will not be adversely affected.



                                                               xxiii
32. Our joint venture company, Neo Sports Broadcast solely relies on its alliance with MSM Discovery Private Limited for
    distributing its channels. If its relationship with MSM Discovery Private Limited deteriorates or terminates, it could
    have a material adverse effect on Neo Sports Broadcast’s business and results of operations.

     The penetration of television channels among cable and satellite homes in India and other jurisdictions is dependent on the
     channels' distribution system and the terms of their commercial agreements with DTH providers, MSOs and LCOs, who
     control signal access to subscribers. On April 20, 2010, Neo Sports Broadcast entered into a distribution agreement with
     MSM Discovery Private Limited for the pan-India distribution of its two channels - Neo Sports and Neo Cricket. Pursuant
     to this agreement¸ Neo Sports Broadcast solely relies on its alliance with MSM Discovery Private Limited for distributing
     its channels and does not have direct business relationship with MSOs and LCOs.

     In the event that we have a disagreement with MSM Discovery Private Limited or our agreement with MSM Discovery
     Private Limited is terminated, the viewership of Neo Sports and Neo Cricket will be adversely affected. Further, any of
     these MSOs, LCOs or other distributors may refuse to offer Neo Sports and Neo Cricket for subscription on terms
     commercially acceptable to us. This could adversely affect the viewership of Neo Sports and Neo Cricket, resulting in a
     decrease in our subscription revenues and advertisement revenues from the broadcasting business thereby affecting the
     profitability and financial results of our Company.

33. We do not have experience for launch of channels for broadcasting movies (Neo Cinema) and factual programming
    channel (Neo Zindagi) and there is no assurance that we will be able to successfully grow this business.

     At present, Neo Sports Broadcast owns and operates two channels, Neo Sports and Neo Cricket. Our experience in
     operating channels so far is limited to these channels that focus on telecast of cricket and international sports. We do not
     have experience with respect to launching channels for broadcasting movies and factual programming content that we
     intend to provide through our two proposed channels, Neo Cinema and Neo Zindagi, respectively. Limited experience in
     handling creative management, production and technical aspects of the launch of these channels may expose our Company
     to operational and administrative difficulties, which may cause it to react slower than its competitors to changing market
     conditions and may have an adverse effect on its our Company’s operations and profitability.

34. A press report has alleged that our Company currently owes unpaid taxes to the Service Tax Department, Government
    of Maharashtra for the period between Fiscal 2005 and Fiscal 2009.

     A press report has alleged that our Company has service tax dues of Rs.1,730 million payable to the Service Tax
     Department, Government of Maharashtra for the period between Fiscal 2005 and Fiscal 2009 based on the draft audit
     report prepared pursuant to a service tax audit conducted by the aforesaid Service Tax Department on our Company
     between the period December 2009 to January 10, 2010. However, our Company has neither received any notice of
     claim or show cause notice.

     Any proceedings initiated relating to this matter may take up time and attention of our management, and any adverse
     ruling may have a material adverse effect on our reputation, business, financial condition and results of operations.

35. The funding requirements of our Company as described in "Objects of the Issue" are based on management estimates
    and have not been appraised or evaluated by any bank or financial institution.

     The funding requirements of our Company and the deployment of the Net Proceeds as described in "Objects of the Issue"
     are based on management estimates and have not been appraised by any bank or financial institution. Our management
     will have discretion in the application of the Objects of the Issue and investors will not have the opportunity, as part of
     their investment decision, to assess whether we are using the proceeds in a manner that they believe enhances our market
     value. Our business, by its nature, is dynamic and competitive, which may necessitate changes in our estimates at our
     management’s discretion, including availing of new opportunities, meeting competitive threats or other changes that we
     may not anticipate. The actual costs may vary from the above estimates, and we may need to reschedule, revise (including
     increase or decrease) or cancel our planned requirements and deployment of funds. For further details, please refer to the
     section titled “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus.

36. We have entered into, and will continue to enter into, related party transactions. There can be no assurance that such
    transactions, individually or in aggregate will not have an adverse effect on our business, financial condition and
    results of operations.

     We have entered into certain transactions with related parties, including our Subsidiaries, joint ventures, Group
     Companies, Promoters, Directors and their relatives, key management personnel and enterprises in which key
     management personnel/ Directors have significant influence. For further information on our related party transactions, see
     "Related Party Transactions" on page 140 of this Draft Red Herring Prospectus. While we believe that all our related
     party transactions have been conducted on an arm’s length basis, there can be no assurance that we could not have
                                                              xxiv
     achieved more favorable terms had such transactions been entered into with unrelated parties. Also, it is likely that
     compliances required under the Companies Act to enter into such related party transactions may not have been complied
     with.

     Furthermore, it is possible that we will enter into related party transactions in the future. There can be no assurance that
     such transactions, individually or in the aggregate, will not have an adverse effect on our business, financial condition and
     results of operations.

     Further, our Promoters may also be regarded as having interest in the Equity Shares, if any, held by them or by the
     companies/ firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts, in
     which they are interested as directors, members, partners, trustees and promoters, pursuant to this Issue. All of our
     Promoters may also be deemed to be interested to the extent of any dividend payable to them and other distributions in
     respect of the said Equity Shares. For detailed information, please see the section titled "Capital Structure" appearing on
     page 23 of this Draft Red Herring Prospectus

37. Our Company has given unsecured loans and advances aggregating Rs.588.87 million as of March 31, 2010 to our
    Subsidiaries/joint ventures/ Group Companies. If these entities are unable to repay these loans or if our Company is
    unable to enforce repayment of such loans or interest due to non execution of definitive agreements, then our financial
    condition and results of operations may be adversely impacted.

     We have extended various loans and advances, which are not secured, to our Subsidiaries/joint ventures and Group
     Companies aggregating Rs.588.87 million as on March 31, 2010. We have not entered into any definitive agreements in
     connection with such loans and advances that govern the terms and conditions of such loans. If such Subsidiaries/joint
     ventures/ Group Companies are unable to repay these loans and advances or we are unable to enforce repayment of loan
     or interest due to non-execution of definitive agreements, then our financial condition and results of operations may be
     adversely impacted.

38. Our Promoters have issued several personal guarantees in connection with our financing arrangements and certain
    media licensing arrangements. There can be no assurance that the Promoters will continue to provide such guarantees
    in relation to our debt obligations in the future or that we will be in a position to maintain our current debt facilities or
    to otherwise obtain any additional debt facilities in the absence of such personal guarantees provided by our
    Promoters.

     Our Promoters have provided various personal guarantees in connection with our financing arrangements and certain
     media licensing arrangements including the following:

    •    Personal guarantee of Mr. Harish Kanayalal Thawani provided for the bank guarantee provided by Union Bank of
         India and Punjab National Bank in favour of BCCI for the sum of Rs.7,500 million each to our Company.

    •    Third Party guarantee of Mr. Harish Kanayalal Thawani and Mrs. Shobha Thawani provided for the sanction of the
         bank guarantee facility of Rs.30 million from Oriental Bank of Commerce to our Company.

    •    Personal guarantee of Mr. Harish Kanayalal Thawani provided for short term funding facility provided by Indian
         Bank, Singapore in favour of NSI for the sum of USD 12.093 million.

     There can be no assurance that the Promoters will continue to provide such guarantees in relation to our debt obligations
     in the future or that we will be in a position to maintain our current debt facilities or to otherwise obtain any additional
     debt facilities in the absence of such personal guarantees provided by our Promoters.

39. We have limited experience in film production and distribution and there is no assurance that we will be able to
    successfully grow this business.

     Our experience in film production so far is limited to production of three films, a Marathi film, Telugu film and Hindi
     film. Further, we have not produced or distributed any feature film in the past two financial years, and currently, there are
     none that we propose to produce or distribute. Limited experience in handling creative management, production and
     technical aspects of the film production process may expose our Company to operational and administrative difficulties,
     which may cause it to react slower than its competitors to changing market conditions or may otherwise have an adverse
     effect on its operations.

40. Certain of the unsecured loans availed by our Company are payable on demand, and the acceleration of repayments on
    any such loans may adversely affect our financial condition.

     Certain of the unsecured loans availed by our Company are payable on demand. Any such unsecured loan being called for
     ahead of anticipated time of repayment may adversely affect our business and financial condition. Further, we do not have
                                                               xxv
     any definitive agreements in connection with the aforesaid unsecured loans that govern the terms and conditions of such
     loans. The acceleration of repayments on any such loans may adversely affect our financial condition.

41. Our insurance coverage may not adequately protect us against all material losses. To the extent that we suffer loss or
    damage for events for which we are not insured or for which our insurance is inadequate, the loss would have to be
    borne by us, and, as a result, our business, results of operations and financial condition could be adversely affected.

     Our significant insurance policies include standard fire policy. While we believe that the policies that we maintain would
     reasonably be adequate to cover all normal risks associated with the operation of our business, there can be no assurance
     that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have
     obtained sufficient insurance (either in amount or in terms of risks covered) to cover all material losses. To the extent that
     we suffer loss or damage for events for which we are not insured or for which our insurance is inadequate, the loss would
     have to be borne by us, and, as a result, our business, results of operations and financial condition could be adversely
     affected. The price, terms and availability of insurance fluctuate significantly and all insurance policies on equipment may
     not continue to be available on commercially reasonable terms or at all. For further information on our insurance policies,
     see “Business” on page 78 of this Draft Red Herring Prospectus.

42. We may be subject to penalties imposed by regulatory authorities such as the RoC/RBI/MIB resulting from a failure to
    comply with applicable laws which may adversely affect our business, reputation, our financial condition and results of
    operations.

     We may be subject to penalties imposed by various regulatory authorities such as the RoC/RBI/MIB resulting from a
     failure to comply with applicable laws which may adversely affect our business, reputation, our financial condition and
     results of operations:

     • In the past there have been certain delays in the filing of response(s)/ return(s)/form(s) with the RoC, which our
       Company or Subsidiary or joint venture is under a statutory obligation to report. Non-compliance with such statutory
       and regulatory requirements may result in penalties. If we fail to comply with these laws, regulatory sanctions could
       have a material adverse effect on our reputation, financial condition and results of operations.

     • In addition, the position of the whole time company secretary in our Company was vacant from October 1, 2009 until
       December 10, 2009 and April 17, 2010 to May 16, 2010. Section 383A of the Act provides that every company with a
       paid up capital of not less than Rs.50 million shall have a whole time company secretary. The failure to comply with
       this provision may be punishable with fine which may extend to Rs.500 for each day of default.

     • Our joint venture, Neo Sports Broadcast, being a company with a paid-up capital greater than Rs.50 million, has not
       yet appointed, managing director or constituted an audit committee as statutorily required under the Companies Act.
       Further, Neo Sports Broadcast did not have a company secretary from March 26, 2007 until August 6, 2010. Such
       historical non-compliance may result in penalties being levied by RoC, which may affect or damage the reputation of
       Neo Sports Broadcast.

     • In addition, there may be certain non-compliances with respect to delay in meeting the filing requirements specified
       under FEMA, which may result in penalties being levied by RBI.

     • In addition, there may also be certain non-compliances with the Uplinking and Downlinking Guidelines issued by MIB
       which may result in penalties being levied by MIB, which may affect or damage the reputation of the Neo Sports
       Broadcast and its operations.

43. Our inability to manage our growth could disrupt our business and reduce our profitability.

     We have experienced significant growth in recent years. We expect this growth to place significant demands on us and
     require us to continuously evolve and improve our operational, financial and internal controls across the organization. In
     particular, continued expansion increases the challenges involved in:

   • recruiting, training and retaining sufficient skilled management, technical, execution and marketing personnel;

   • preserving a uniform culture, values and work environment across our operations; and

   • developing and improving our internal administrative infrastructure, particularly our financial, operational,
     communications and other internal systems.

     We will need to continuously develop and improve our financial, internal accounting and management controls, reporting
     systems and procedures as we continue to grow and expand our business. An inability to manage our growth may have an
     adverse effect on our business and results of operations.
                                                               xxvi
44. Some of our agreements may be inadequately stamped or may not have been registered, as a result of which our
    documents may be inadmissible as evidence in a court in India or attract penalty as prescribed under applicable law
    which may result in a material adverse effect on the continuance of the operations and business of our Company .

     Some of our agreements such as those concerning film distribution and acquisition of sports content may not be
     adequately stamped or registered. In the event of any such irregularity, we may not be able to enforce our rights therein,
     which could materially and adversely affect our business, results of operation and financial condition. Further, certain of
     our lease agreements with respect to our immovable properties may not be adequately stamped or duly registered. Unless
     such documents are adequately stamped or duly registered, such documents may be rendered as inadmissible as evidence
     in a court in India or attract penalty as prescribed under applicable law, which may result in a material adverse effect on
     the continuance of the operations and business of our Company.

45. We have not paid dividends since Fiscal 2006 and any material adverse effect on our future earnings, financial
    condition, and cash flows will affect our ability to pay dividends in the future.

     Our Company has not paid dividends to its equity shareholders since Fiscal 2006. Our ability to pay dividends in the
     future will depend on our earnings, financial condition and capital requirements and that of our Subsidiaries and the
     dividends they distribute to us. Our ability to declare dividends is also restricted under certain financing arrangements. We
     may be unable to declare dividends in the near or medium term, and our future dividend policy will depend on our capital
     requirements and financing arrangements, financial condition and results of operations. Accordingly, realization of a gain
     on shareholders' investments would depend on the appreciation of the price of the Equity Shares. There is no guarantee
     that our Equity Shares will appreciate in value.

46. Our business and operations are significantly dependent on our Promoters, senior management and other skilled
    personnel, and may be adversely affected if we are unable to retain them and fail to find equally skilled replacements.

     Our business to a large extent depends on the abilities and continued services of our Promoters, senior management, as
     well as other skilled personnel, including creative and programming personnel. Our Promoters and senior management is
     particularly important to our business because of their experience and knowledge of the sports rights management and the
     media industry both in India and internationally. The loss or non-availability to us of any of our senior management, and
     an inability to replace these individuals with suitable alternative executives, could have significant adverse affects on our
     business. We may also not be able to either retain our present personnel or attract additional qualified personnel as and
     when needed. To the extent we are required to replace any of our senior management or other skilled personnel, there can
     be no assurance that we will be able to locate or employ similarly qualified persons on acceptable terms or at all. This
     could materially and adversely affect our reputation, business and results of operation.

47. Our Promoters, certain of our Directors and certain Group Companies are engaged in business activities similar to
    ours, which could lead to conflict of interest and adversely affect our business.

     Some of our Promoters and entities forming part of the Group Companies are engaged in a similar line of business as
     compared to our business. For more details regarding our Promoters and Group Companies, see section titled "Promoters
     and Group Companies" on page 128 of this Draft Red Herring Prospectus. We cannot assure you that our Promoters will
     not favour the interests of other Group Companies over our interests. The other Group Companies, including those in a
     similar line of business, may adversely affect our Promoters’ attention to our business, which could adversely affect our
     business, financial condition and results of operations. Commercial transactions in the future between us and related
     parties could result in conflicting interests. There can be no assurance that our Promoters or Group Companies will not
     provide comparable services, expand their presence or acquire interests in competing ventures in the locations in which
     we operate. A conflict of interest may occur between our business and the business of our Group Companies which could
     have an adverse effect on our business, financial conditions and results of operations.

48. The business interest of some of our investors may differ from us. Also some of our investors have the right to appoint
    director(s) on the Board even after the listing of our Equity Shares in the Issue and these nominee directors may
    choose to exercise their rights in a manner different to what other directors of our Company believe is in the best
    interests of our Company. This may have an adverse effect on our business, financial results and operations of our
    Company.

     Certain offshore private equity funds, including Americorp Ventures Limited, Funderburk Enterprises Limited, 3i Sports
     Media (Mauritius) Limited and CSI BD (Mauritius), have made investments into our Company and these Investors have
     the right to appoint director(s) on the Board even after the listing of our Equity Shares in the Issue. Further, Funderburk
     Enterprises Limited has also invested in Neo Sports Broadcast and has inter alia the right to nominate director(s) on board
     of Neo Sports Broadcast.

     Such investors and/or their nominee directors may hold different views about various aspects of our business and

                                                              xxvii
     operations. This and other factors may cause these investors and their nominee directors to act in a way that is contrary to
     our interests, or otherwise be unwilling to fulfill their obligations under the relevant arrangements. Any disputes or
     conflicts that may arise between us and our investors could have a material adverse effect on our business, financial
     condition, results of operations and reputation.

     The shareholding of the aforesaid investors in our Company as is provided in the following table:

          S. No.                       Name of Shareholder                                  Percentage Shareholding
                                                                                                      (%)
            1.         Funderburk Enterprises Limited                                                28.62
            2.         3i Sports Media (Mauritius) Limited                                           30.17
            3.         CSI BD (Mauritius)                                                             7.36
            4.         Americorp Ventures Limited                                                     3.48

     For further information, see "Capital Structure" on page 23 of this Draft Red Herring Prospectus.

49. Protecting and defending against intellectual property could result in substantial costs and diversion of resources and
    such claims may have a material adverse effect on our business.

     We attempt to protect proprietary and intellectual property rights of our productions through available copyright and
     trademark laws and licensing and distribution arrangements with reputable international companies in specific territories
     and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited
     practical protection in certain countries. We may also distribute our programs in other countries in which there is no
     copyright or trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our
     productions or certain portions or applications of our intended productions, which could have a material adverse effect on
     our business, results of operations and financial condition. Litigation may also be necessary in the future to enforce our
     intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of
     others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and
     the diversion of resources and could have a material adverse effect on our business, results of operations and financial
     condition.

     Further, the weak enforcement regime in India and other countries where we may operate, coupled with the high levels of
     cable, satellite and video piracy could impose an increased burden on us to protect the intellectual property rights in our
     television and film programming.

50. We have not registered all the trademarks or we do not own all the trademarks under which we operate our business,
    which may weaken our brands and thereby impact our business and adversely affecting our reputation, and business.

     Neo Sports Broadcast has applied for trademark registrations for the brands “Neo Sports”, “Neo Cricket”, “Showtime
     Video”, “Prime Sports”, “Prime Cricket” and “Neo Sports +” in Classes 9, 35, 38, 41, 42 in India. There is no certainty
     that our trademarks will be registered in India. The “Neo Sports” and “Neo Sports +” channel brands owned by Nimbus
     Sports Broadcast are protected by mere copyright registration for logos, and the trade mark (word and logo) applications
     for these brands are pending registration. Until the registration of these trademarks in India or other countries where we
     operate, the value of our trademarks and the Neo Sports and Neo Cricket channel brands could be weak thereby adversely
     affecting our reputation, and business.

     The word mark “Nimbus” and the “N” logo are the primary trademarks used by our Company. While both these
     trademarks are registered with the Trademark Registry, the registered proprietor of these trademarks is our Subsidiary
     Nirvana Television Limited (previously known as Nimbus Online Limited).

     Though Nirvana Television Limited has granted our Company the permission to use the aforesaid trademarks till the date
     permission is terminated by the Nirvana Television Limited vide a trade mark assignment agreement dated March 29,
     2010, our Company may not be able to take action against any third party infringing these trademarks, since only
     registered proprietors and ‘registered users’ are entitled to institute proceedings for infringement.

51. We have received oppositions in relation to some of our trademark applications. In the event these oppositions are
    successful in establishing their claim over the impugned marks, we may fail to get the trademarks registered in our
    name which may adversely affecting our reputation, and business.

     We have received oppositions in relation to some of trademark applications made by our Company and Neo Sports
     Broadcast. For further details on oppositions filed, please refer to section titled “Government and other approvals” on
     page 194 of this Draft Red Herring Prospectus. There is no certainty that we will be successful in establishing the
     distinctive character of the trademark and hence the trademarks may not be registered in India. In the event these


                                                               xxviii
     oppositions are successful in establishing their claim over the impugned marks, we may fail to get the trademarks
     registered in our name which may adversely affecting our reputation, and business.

52. We may be dependent on third parties to provide services and support our operations. Any delay or failure by any third
    party to provide such services may affect our ability to carry on operations of our Company.

     We may require significant infrastructure support, including outsourced equipment supplier, logistics supplier, uplinking /
     satellite space suppliers for our business. We may be dependent on third parties, including local and international service
     providers, to provide such services. Any delay or failure by any third party to provide such additional services may affect
     our ability to carry on operations of our Company

53. Any significant decrease in the value of our investments in unlisted Subsidiaries or Group Companies may not be
    reflected in our financial statements.

     As of March 31, 2010 our Company has an aggregate investment of Rs.4,584.55 million in Subsidiaries or Group
     Companies which are not listed on any stock exchanges. Except to the extent as may be prescribed as per applicable
     accounting standard, in the event the investment value of such Subsidiaries or Group Companies were to significantly
     decrease, such decrease may not be reflected in our financial statements until such time as a valuation is undertaken. The
     values of such investments are therefore not marked to market. Therefore, our financial statements included in this Draft
     Red Herring Prospectus may not form a meaningful basis for investors to evaluate our financial condition.

54. Certain premises of our registered office from where we operate are not owned by us.

     The registered office of our Company as recorded with the RoC, Maharashtra is Nimbus Centre, Oberoi Complex,
     Andheri (W), Mumbai – 400 053, Maharashtra, India. Of which, we do not own and occupy certain premises forming part
     of the registered office. For details of our properties, see section titled “Business” on page 78 of this Draft Red Herring
     Prospectus. Further, we have not entered into any formal arrangement with the owners of such premises. Any claim by the
     owners of such premises or withdrawal of their consent to the arrangement may disrupt our operations.

55. Any failure in our information technology systems could adversely impact our business.

     We utilize both customised and standard IT systems to maintain data integrity and reliability. Further, we have
     implemented an IT management system to consolidate operational and other data across all of our Subsidiaries. There can
     be no assurance that our IT systems shall function effectively. Any disruption to or delay due to our integrated IT systems
     could disrupt our ability to track, record and analyse our work in progress, process financial information, engage in normal
     business activities or manage our creditors and debtors, and could cause certain data loss. This could adversely affect our
     business, prospects, financial condition and results of operations.

56. We face risks from doing business internationally.

     In the course of our business, we acquire media rights associated with sports events from various sports federations and
     other owners of sports content and enter into licensing and distribution arrangements to distribute these media rights
     through various third party licensees internationally and derive revenues from these sources. Nimbus Sport International
     Pte. Ltd., our wholly owned Subsidiary which operates our sports rights management business and contributes significant
     portion of our consolidated revenues, is established in Singapore. In addition, a key element of Neo Sports Broadcast’s
     business strategy includes the expansion of the distribution of the sports channels Neo Sports and Neo Cricket
     internationally.

     Our international operations require us to understand local customs, practices and competitive conditions as well as
     develop a management infrastructure to support our international operations. As a result, our business is subject to certain
     risks inherent in international business, many of which are beyond our control. For instance, we are exposed to risks from
     foreign laws and regulations that may have an adverse impact on our business and market opportunities, or presence of
     fewer intellectual property protection abroad may pose difficulty in enforcing intellectual property rights in certain
     countries, or distributors of our programs in certain jurisdictions may have longer payment cycles, or challenges caused by
     distance, language and cultural differences or the difficulty of enforcing agreements and collecting receivables through
     foreign legal systems, etc. Any of these risks could adversely affect our business, financial condition and results of
     operations.

57. Our broadcasting operations are subject to extensive governmental regulations and our failure to comply with
    regulations could adversely affect our results of operations, financial condition and business.

     Our businesses are regulated by governmental authorities in the jurisdictions in which we operate. Because of our
     international operations, we must comply with diverse and evolving regulations. This is especially true for our
     broadcasting operations, where the applicable regulations relate to, among other things, management, licensing, and
                                                              xxix
     content. Our failure to comply with all applicable laws and regulations could result in, among other things, regulatory
     actions or legal proceedings against us, the imposition of fines, penalties or judgments against us or significant limitations
     on our activities. In addition, the regulatory environment in which we operate is subject to change. New or revised
     requirements imposed by governmental authorities could have adverse effects on us, including increased costs of
     compliance. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or
     regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues,
     increasing our operating expenses and exposing us to significant liabilities. Changes in regulations relating to one or more
     of licensing requirements, access requirements, programming transmission, uplinking requirements, spectrum
     specifications, consumer protection, or other aspects of our or any competitor’s business, could have an adverse effect on
     our business and results of operation.

     We require certain approvals, licenses, registrations and permissions for the operation of our broadcasting business, some
     of which are pending approval. For more information, see the section titled “Government and other approvals” on page
     194 of this Draft Red Herring Prospectus. If we fail to obtain any of these approvals or licenses, or renewals thereof, in a
     timely manner, on acceptable terms, or at all, our business may be adversely affected. There can be no assurance that we
     will succeed in obtaining all requisite approvals in the future for our operations with or without the imposition of
     restrictions which may have an adverse consequence to us nor that compliance issues will not be raised in respect of
     operations conducted prior to the date of this Draft Red Herring Prospectus.

58. Fluctuations in currency exchange rates may adversely affect our financial condition and results of operations.

     Changes in currency exchange rates influence our results of operations. A portion of our revenues, include income from
     media rights and license fees, is denominated in currencies other than Indian Rupees, most significantly the U.S. dollar.
     Similarly, a significant portion of our expenses, including the cost of acquisition of media rights under various sports
     rights contracts, part of our production expenses, as well as other operating expenses in connection with our international
     operations are denominated in currencies other than Indian Rupees, most significantly the U.S. dollar and Singapore
     dollar. Significant fluctuations in currency exchange rates between the Indian Rupee and these currencies and inter-se
     such currencies may adversely affect our results of operations.

     Furthermore, the financial reporting currency of our Company and its Indian subsidiaries is Indian Rupees, while the
     financial reporting currency of our international subsidiaries is in various local currencies of countries that they operate in.
     Our foreign currency exchange risks therefore arise from the mismatch between our financial reporting currencies, the
     currency of a portion of our revenue and the currency of a substantial portion of our expenses and our indebtedness, as
     well as timing differences between receipts and payments which could result in an increase of any such mismatch.

     In addition, since we enter into transactions in derivative financial instruments that are sensitive to movements in certain
     interest and currency exchange rates, and changes in the fair values of our derivative financial instruments are recognized
     in the income statement at the end of each financial reporting period, any resulting decrease in the fair value of such
     derivative financial instruments could have a material adverse effect on our results of operations.

59. Increases in interest rates may adversely impact our results of operations and financial condition.

     Changes in interest rates could significantly affect our financial condition and results of operations. If the interest rates for
     our existing or future borrowings increase significantly, our cost of servicing such debt will increase. This may adversely
     impact our results of operations, planned expenditures and cash flows. Although we may enter into hedging arrangements
     against interest rate risks from time to time, there can be no assurance that these arrangements will successfully protect us
     from losses due to fluctuations in interest rates.

60. Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our
    employees or any other kind of disputes with our employees.

     We employ a significant number of employees for our operations. Our employees are not affiliated to any trade or labor
     union. However, there can be no assurance that we will not experience disruptions to our operations due to disputes or
     other problems with our work force, or strikes or work stoppages by our employees or employees of our distributors and
     other business partners.

61. Changes in governmental policies/regulations/laws could adversely affect our business and profitability.

     Adverse changes, if any, in the governmental policies relating to the media and entertainment sector such as the
     discontinuation of the Income Tax concessions could adversely affect our business prospects. Additionally, upon the
     coming into effect of the proposed direct tax code, 2009, or the passing of the Companies Bill, 2009 by the Indian
     legislature or any amendments to policy guidelines for downlinking or uplinking of television channels by MIB, the Indian
     regulatory environment may undergo drastic overhaul, which may adversely affect us, our business, operations and
     profitability.

                                                                xxx
62. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS,
    which may be material to investors’ assessment of our financial condition and results of operations. Our failure to
    successfully adopt IFRS required effective April 2011 could have a material adverse effect on our stock price.

     Our financial statements, including the restated consolidated financial statements included in this Draft Red Herring
     Prospectus are prepared in accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S.
     GAAP on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our
     financial statements to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Indian
     GAAP. We have made no attempt to quantify the effect of any of those differences. Accordingly, the degree to which the
     Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is
     entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not
     familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus
     should accordingly be limited. In making an investment decision, investors must rely upon their own examination of us,
     the terms of this Issue and the financial information contained in this Draft Red Herring Prospectus.

     The Institute of Chartered Accountants of India, the accounting body that regulates the accounting firms in India, has
     announced a road map for the adoption of, and convergence with, the International Financial Reporting Standards, or
     IFRS, pursuant to which all public companies in India, such as us, will be required to prepare their annual and
     interim financial statements under IFRS beginning with financial year period commencing April 1, 2011. Because there is
     significant lack of clarity on the adoption of and convergence with IFRS and there is not yet a significant body of
     established practice on which to draw in forming judgments regarding its implementation and application, we have not
     determined with any degree of certainty the impact that such adoption will have on our financial reporting. There can be
     no assurance that our financial condition, results of operations, cash flows or changes in shareholders' equity will not
     appear materially different under IFRS than under Indian GAAP. As we transition to IFRS reporting, we may encounter
     difficulties in the ongoing process of implementing and enhancing our management information systems. Moreover, there
     is increasing competition for the small number of IFRS-experienced accounting personnel available as more Indian
     companies begin to prepare IFRS financial statements. There can be no assurance that our adoption of IFRS will not
     adversely affect our reported results of operations or financial condition and any failure to successfully adopt IFRS by
     April 2011 could have a material adverse effect on our stock price.

63. The requirements of being a listed company may strain our resources and distract management.

     We have no experience as a listed company and have not been subjected to the increased scrutiny of our affairs by
     shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we
     will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted
     company. We will be subject to the listing agreements with the Stock Exchanges which requires us to file audited annual
     and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may
     fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes
     in our results of operations as timely as other listed companies. As a listed company, we will need to maintain and
     improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, for
     which significant resources and management supervision will be required.

RISKS RELATING TO THIS ISSUE AND INVESTMENT IN OUR EQUITY SHARES

64. In the last 12 months, our Company has issued Equity Shares at a price which may be lower than the Issue Price.

     In the 12 months prior to the date of filing of the Draft Red Herring Prospectus, Nimbus has issued the following Equity
     Shares on the dates specified below at a price which may be lower than the Issue Price:

                                                    Whether
        Date of                                     Belongs to      Number of Equity        Issue Price       Reasons for
                     Name of the Shareholder
       allotment                                    Promoter            Shares                 (Rs.)           allotment
                                                     Group
      February      Funderburk Enterprises                                                                  Conversion of
                                                        No              1,751,656             351.87
      9, 2010       Limited                                                                                 CCPS
      February      Funderburk Enterprises                                                                  Conversion of
                                                        No             15,761,311             216.71
      9, 2010       Limited                                                                                 CCDs
      February      3i     Sports       Media                                                               Conversion of
                                                        No              1,055,098             354.07
      9, 2010       (Mauritius) Limited                                                                     CCPS
      February      3i     Sports       Media                                                               Conversion of
                                                        No              5,275,264             215.82
      9, 2010       (Mauritius) Limited                                                                     CCDs
      February                                                                                              Conversion of
                    CSI BD (Mauritius)                  No               407,810              375.27
      9, 2010                                                                                               CCPS

                                                             xxxi
                                                     Whether
        Date of                                      Belongs to       Number of Equity        Issue Price       Reasons for
                     Name of the Shareholder
       allotment                                     Promoter             Shares                 (Rs.)           allotment
                                                      Group
      February                                                                                                Conversion of
                    CSI BD (Mauritius)                   No              4,095,775              222.38
      9, 2010                                                                                                 CCDs
      February                                                                                                Conversion of
                    Mr. Harish Thawani                  Yes               279,581               348.38
      9, 2010                                                                                                 CCPS
      March         Brand Equity       Treaties                                                               Preferential
                                                         No               268,934               446.20
      25, 2010      Limited                                                                                   allotment

     For further information, see "Capital Structure" on page 23 of this Draft Red Herring Prospectus.

65. The price of the Equity Shares may be highly volatile after the Issue.

     The price of the Equity Shares on the Indian stock exchanges may fluctuate after this Issue as a result of several factors,
     including: volatility in the Indian and global securities market; operations and our performance; performance of our
     competitors and the perception in the market about investments in the media and entertainment industry; adverse media
     reports on us or the Indian media and entertainment industry; changes in the estimates of our performance or
     recommendations by financial analysts; significant developments in India’s economic liberalization and deregulation
     policies; and significant developments in India’s fiscal and environmental regulations. There can be no assurance that the
     prices at which the Equity Shares are initially traded will correspond to the prices at which the Equity Shares will trade in
     the market subsequently.

66. Future issuances or sales of the Equity Shares could significantly affect the trading price of the Equity Shares.

     Any future issuance of Equity Shares by our Company could dilute your shareholding. Any such future issuance of our
     Equity Shares or sales of our Equity Shares by any of our significant shareholders may also adversely affect the trading
     price of our Equity Shares, and could impact our ability to raise capital through an offering of our securities. Any issuance
     of Equity Shares may dilute our existing shareholders. Sales of a large number of our Equity Shares by our Promoters
     could adversely affect the market price of our Equity Shares.

     There can be no assurance that we will not issue further Equity Shares or that our shareholders will not dispose of, pledge
     or otherwise encumber their Equity Shares. In addition, any perception by investors that such issuances or sales might
     occur could also affect the trading price of our Equity Shares.

     Upon completion of the Issue, 20.00% of our post-Issue paid-up capital held by our Promoters will be locked in for a
     period of three years from the date of allotment of Equity Shares in the Issue. For further information relating to such
     Equity Shares that will be locked in, please see Notes to the Capital Structure in the section “Capital Structure” on page
     23of this Draft Red Herring Prospectus. All other remaining Equity Shares that are outstanding prior to the Issue will be
     locked up for a period of one year from the date of allotment of Equity Shares in the Issue.

67. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
    shareholder’s ability to sell, or the price at which it can sell Equity Shares at a particular point in time.

     We are subject to a daily circuit breaker imposed by all stock exchanges in India which does not allow transactions
     beyond certain volatility in the price of the Equity Shares. This circuit breaker operates independently of the index-based
     market-wide circuit breakers generally imposed by SEBI on Indian Stock Exchanges. The percentage limits of circuit
     breakers are set by the NSE and the BSE. The NSE and the BSE does not inform us of the percentage limit of such circuit
     breakers and may change it without our knowledge. This circuit breaker effectively limits the upward and downward
     movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the
     ability of our equity shareholders to sell the Equity Shares or the price at which equity shareholders may be able to sell
     their Equity Shares at a particular point in time.

68. Fluctuation in the exchange rate between the Rupee and other foreign currencies, including the Singapore Dollar,
    Euro, GBP and the United States Dollar could have a material adverse effect on the value of Equity Shares,
    independent of our operating results.

     The Equity Shares are quoted in Rupees on the BSE and the NSE. Any dividends in respect of the Equity Shares will be
     paid in Rupees and subsequently converted into other currencies for repatriation. Any adverse movement in exchange
     rates during the time it takes to undertake such conversion may reduce the net dividend to investors. In addition, any
     adverse movement in exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares,
     for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the
     net proceeds received by shareholders.
                                                              xxxii
     The exchange rate between the Rupee, Singapore Dollar, Euro, GBP and the U.S. Dollar has changed substantially in the
     last two decades and could fluctuate substantially in the future, which may have a material adverse effect on the value of
     the Equity Shares and returns from the Equity Shares, independent of our operating results.

69. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the BSE and the NSE in a
    timely manner or at all.

     In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the
     Issue will not be granted until after those Equity Shares have been issued and allotted. Approval will require all other
     relevant documents authorising the issuing of Equity Shares to be submitted. Approval will require all other relevant
     documents authorising the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity
     Shares on the BSE and the NSE. Any failure or delay in obtaining the approval would restrict your ability to dispose of
     your Equity Shares. Further, historical trading prices, therefore, may not be indicative of the prices at which the Equity
     Shares will trade in the future.

70. You will not be able to immediately sell any of the Equity Shares you purchase in this Issue on the Stock Exchanges.

     Under the SEBI ICDR Regulations, we are permitted to allot Equity Shares within 12 Working Days of the Bid Closing
     Date. Consequently, the Equity Shares you purchase in the Issue may not allotted to you until 12 Working days of the Bid
     Closing Date. You can start trading in the Equity Shares only after they have been credited to your dematerialized account
     and listing and trading permissions are received from the Stock Exchanges. We can apply for listing and trading
     permissions only after allotment. There can be no assurance that Equity Shares will be allotted to you within 12 Working
     Days of the Bid Closing Date or that listing and trading permissions are received from either of the Stock Exchanges.

71. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

     Sale of Equity Shares by any shareholder may give rise to tax liability in India, as discussed in the section titled
     “Statement of Tax Benefits” on page 54 of this Draft Red Herring Prospectus.

72. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
    foreign investors, which may adversely impact the market price of the Equity Shares.

     Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents
     is freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements
     specified by the RBI. If the transfer or shares, which are sought to be transferred, is not in compliance with such pricing
     guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the
     RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of Equity Shares in
     India into foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance
     certificate from the income tax authority. We cannot assure investors that any required approval from the RBI or any other
     Government agency can be obtained on any particular terms or at all.

73. There is no standard valuation methodology or accounting practice relating to the media and entertainment related
    industries.

     There is no standard valuation methodology or accounting practices in the media and related industries. Additionally,
     current valuations may also not be reflective of future valuations within the industry. Therefore, it may not be possible to
     gauge our financial performance vis-à-vis our industry peers.

EXTERNAL RISK FACTORS

RISKS RELATING TO INDIA AND THE INDIAN ECONOMY

74. Our growth is dependent on the Indian economy.

     Our performance and the growth of our business are dependent on the performance of the Indian economy. India’s
     economy could be adversely affected by a general rise in interest rates, currency exchange rates, adverse conditions
     affecting food and agriculture, commodity and electricity prices or various other factors. A slowdown in the Indian
     economy could adversely affect our business, including our ability to implement our strategy. The Indian economy is
     currently in a state of transition and it is difficult to predict the impact of certain fundamental economic changes upon our
     business. Conditions outside India, such as slowdowns in the economic growth of other countries or increases in the price
     of oil, have an impact on the growth of the Indian economy, and government policy may change in response to such
     conditions. While recent governments have been keen on encouraging private participation in the industrial sector, any
     adverse change in policy could result in a slowdown of the Indian economy. Additionally, these policies will need
     continued support from stable regulatory regimes that stimulate and encourage the investment of private capital into
                                                              xxxiii
     industrial development. Any downturn in the macroeconomic environment in India could adversely affect our business,
     prospects, financial condition and results of operations.

75. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

     Our Articles of Association, regulations of our Board of Directors and Indian law govern our corporate affairs. Legal
     principles relating to these matters and the validity of corporate procedures, Directors' fiduciary duties and liabilities, and
     shareholders' rights may differ from those that would apply to a company in another jurisdiction. Shareholders' rights
     under Indian law may not be as extensive as shareholders' rights under the laws of other countries or jurisdictions.
     Investors may have more difficulty in asserting their rights as a shareholder of our Company than as a shareholder of a
     corporation in another jurisdiction.

76. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian
    economy and the Indian media and entertainment sector contained in this Draft Red Herring Prospectus.

     While facts and other statistics in this Draft Red Herring Prospectus relating to India, the Indian economy as well as the
     Indian media and entertainment sector have been based on various publications and reports from agencies that we believe
     are reliable, we cannot guarantee the quality or reliability of such materials. While we have taken reasonable care in the
     reproduction of such information, industry facts and other statistics have not been prepared or independently verified by us
     or any of our respective affiliates or advisers (including the BRLMs and Co-BRLM and its advisers) and, therefore we
     make no representation as to their accuracy or completeness. These facts and other statistics include the facts and statistics
     included in the section titled "Summary of Industry" on page 3 of this Draft Red Herring Prospectus. Due to possibly
     flawed or ineffective data collection methods or discrepancies between published information and market practice and
     other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and
     should not be unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with
     the same degree of accuracy, as the case may be, elsewhere.

77. Instability in financial markets could materially and adversely affect our results of operations and financial condition.

     The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market
     conditions. Any financial turmoil, especially in the United States of America, Europe or China, may have a negative
     impact on the Indian economy. Although economic conditions differ in each country, investors’ reactions to any
     significant developments in one country can have adverse effects on the financial and market conditions in other countries.
     A loss in investor confidence in the financial systems, particularly in other emerging markets, may cause increased
     volatility in Indian financial markets.

78. Civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely
    affect our business and our profitability.

     Certain events that are beyond our control, such acts of violence or war may adversely affect worldwide financial markets,
     which could adversely affect our business, results of operations, financial condition and cash flows, and more generally,
     any of these events could lower confidence in India’s economy. Southern Asia has, from time to time, experienced
     instances of civil unrest and political tensions and hostilities among neighbouring countries. Political tensions could
     create a perception that there is a risk of disruption of services provided by India-based companies, which could have an
     adverse effect on our business, future financial performance and price of the Equity Shares. Furthermore, if India were to
     become engaged in armed hostilities, particularly hostilities that are protracted or involve the threat or use of nuclear
     weapons, our operations might be significantly affected.

     India has from time to time experienced social and civil unrest and hostilities, including riots, regional conflicts and other
     acts of violence. Events of this nature in the future could have a material adverse effect on our ability to develop our
     business. This could adversely affect our business, prospects, financial condition and results of operations.

79. The market value of an investors' investment may fluctuate due to the volatility of the Indian securities markets. Stock
    exchanges in India have in the past experienced substantial fluctuations in the prices of listed securities.

     The BSE SENSEX increased by more than 76%, representing approximately 7,560 points, in the calendar year 2009. The
     stock exchanges in India, in line with global developments, have witnessed substantial volatility in 2008 and continue to
     be volatile in 2010. The year-to-date percentage increase in BSE SENSEX as of June 30, 2010 stood at 0.25%, as
     compared to 6.27% decrease for the Dow Jones Industrial Average, 7.97% decrease for the Hang Seng Index, and 2.67%
     decrease for the Strait Times Index (Singapore). However, as of June 30, 2010 100 day volatility of the SENSEX as per
     Bloomberg data stood at a comparable figure of 17.00 relative to 19.09 for Dow Jones Industrial Average, 21.25 for the
     Hang Seng Index and 15.97 for Strait Times Index (Singapore). The Indian Stock Exchanges have experienced temporary
     exchange closures, broker defaults, settlement delays and strikes by brokerage firm employees. In addition, the governing
     bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities,
     limitations on price movements and margin requirements. Furthermore, from time to time, disputes have occurred between
                                                               xxxiv
     listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on
     market sentiment.

     The Indian Stock Exchanges have experienced temporary exchange closures, broker defaults, settlement delays and strikes
     by brokerage firm employees. In addition, the governing bodies of the Indian stock exchanges have from time to time
     imposed restrictions on trading in certain securities, limitations on price movements and margin requirements.
     Furthermore, from time to time, disputes have occurred between listed companies and stock exchanges and other
     regulatory bodies, which in some cases may have had a negative effect on market sentiment.

80. Political instability or a change in economic liberalization and deregulation policies could seriously harm business and
    economic conditions in India generally and our business in particular.

     The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
     economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes
     in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting
     India. The Government of India has in recent years sought to implement economic reforms and the current government
     has implemented policies and undertaken initiatives that continue the economic liberalization policies pursued by previous
     governments. There can be no assurance that liberalization policies will continue in the future. The rate of economic
     liberalization could change, and specific laws and policies affecting the media and entertainment sector, foreign
     investment and other matters affecting investment in our securities could change as well. A change in the Government
     pursuant to ongoing elections may result in significant change in the Government policies in the future. Any significant
     change in such liberalization and deregulation policies could adversely affect business and economic conditions in India,
     generally, and could adversely affect our business, prospects, financial condition and results of operations, in particular.

81. Natural calamities could have a negative impact on the Indian economy which may have an adverse affect on our
    business and results of operations.

     India has experienced floods, earthquakes, tsunamis, cyclones and droughts in recent years. Such natural catastrophes
     could disrupt our operations, production capabilities, distribution chains or damage our manufacturing facility. For
     example in December 2004, Southeast Asia, including the eastern coast of India, experienced a tsunami and in October
     2005, the State of Jammu and Kashmir experienced an earthquake, both of which caused significant loss of life and
     property damage. Occurrence of such events in the future may cause a material adverse effect on our business, prospects,
     financial condition and results of operations.

82. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could have a
    material adverse effect on our business and results of operations.

     The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern such as swine
     influenza around the world could have a negative impact on economies, financial markets and business activities
     worldwide, which could have a material adverse effect on our business. Although, we have not been adversely affected by
     such outbreaks, we can give no assurance that a future outbreak of an infectious disease among humans or animals or any
     other serious public health concern will not have an adverse effect on our business, prospects, financial condition and
     results of operations.

83. Our ability to raise foreign capital may be constrained by Indian law.

     As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory
     restrictions limit our financing sources and hence could constrain our ability to obtain financing on competitive terms and
     refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without
     onerous conditions, if at all. Limitations on raising foreign debt may have an adverse effect on our business growth,
     financial condition and results of operations.

     There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control. Although these
     provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may also
     discourage a third party from attempting to take control over us. Consequently, even if a potential takeover would result in
     the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our stakeholders,
     it is possible that such a takeover would not be attempted or consummated because of Indian takeover regulations.

84. Our revenues are subject to several tax regimes and changes in the legislation governing the rules implementing them
    or the regulator enforcing them in any one of these countries could negatively and adversely affect our results of
    operations.

     We are subject to the jurisdiction of several tax authorities and regimes. The revenues recorded and income earned in
     these various jurisdictions are taxed on differing bases, including net income actually earned, net income deemed earned
     and revenue-based tax withholding. The final determination of our tax liabilities involves the interpretation of local tax
                                                              xxxv
     laws, tax treaties and related authorities in such jurisdiction as well as the significant use of estimates and assumptions
     regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures
     incurred. Changes in the operating environment, including changes in tax law and currency/repatriation controls, could
     impact the determination of our tax liabilities for any given Fiscal year.

     Foreign income tax returns of foreign subsidiaries, affiliates and related entities are routinely examined by foreign tax
     authorities. These tax examinations may result in assessments of additional taxes or penalties or both.

     Taxes and other levies imposed by the central or state governments in India that affect our industry include customs
     duties, excise duties, sales tax, income tax and other taxes, duties or surcharges introduced on a permanent or temporary
     basis from time to time. The central and state tax scheme in India is extensive and subject to change from time to time.
     Any adverse changes in any of the taxes levied by the central or state governments may adversely affect our competitive
     position and profitability.

85. Investors may not be able to enforce a judgment of a foreign court against us.

     We are a limited liability company incorporated under the laws of India. Substantially all of the directors and executive
     officers named herein are residents of India and a substantial portion of our assets and such persons are located in India.
     To initiate any proceedings against us in a foreign court, it may be necessary to serve process upon us using methods of
     service as permitted under the Hague Convention.

     Recognition and enforcement of foreign judgment is provided for under Section 13 and Section 44A of the Civil Code.
     Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated
     subject to certain exceptions.

     Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within the
     meaning of that section, in any country or territory outside India which the Government has by notification declared to be
     reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by
     the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in
     the same nature of amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other
     penalties.

     Only certain countries, including the United Kingdom have been declared by the Government to be a reciprocating
     territory for the purposes of Section 44A of the Civil Code. A judgment of a court of a country which is not a
     reciprocating territory may be enforced in India only by a suit, brought within 3 years from the date of judgment upon the
     judgment under Section 13 of the Civil Code, and not by proceedings in execution. It is unlikely that a court in India
     would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that
     an Indian Court would enforce foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent
     with public policy. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to
     repatriate outside India any amount recovered and any such amount may be subject to income tax in accordance with
     applicable laws.

86. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our
    business

     Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
     adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such
     additional financing may be available. This could have an adverse effect on our business and future financial performance,
     our ability to obtain financing for capital expenditures and the trading price of the Equity Shares.

PROMINENT NOTES TO RISK FACTORS

1.   Investors may contact any of the BRLMs and Co-BRLM who have submitted the due diligence certificate to SEBI, for any
     complaint pertaining to the Issue.

2.   The net worth of our Company as on March 31, 2010 was Rs.4,468.55 million and Rs.9,502.54 million based on restated
     consolidated financial information and restated standalone financial information of our Company respectively.

3.   The average cost of acquisition of our Equity Shares by our Promoters:



      Name of Promoters                                              Average cost of acquisition per Equity Share (In Rs.)*
      Mr. Harish Kanayalal Thawani                                                            20.21
      Ms. Shobha Harish Thawani                                                                Nil
                                                             xxxvi
       Paramount                                                                                      10.00
     *The average cost of acquisition of our Equity Shares by our Promoters has been calculated by taking into account the amount paid by
     them to acquire, by way of fresh issuance or transfer, the Equity Shares, including the issue of bonus shares to them. For more
     information, please refer to the section titled “Capital Structure” on page 23 of the Draft Red Herring Prospectus.

4.   Public Issue of 22,050,000 Equity Shares for cash at a price of Rs.[●] per Equity Share (including a share premium of
     Rs.[●] per Equity Share), including Offer for Sale of 8,010,000 Equity Shares aggregating to Rs.[●] million. The Issue will
     constitute 29.19% of our post Issue paid up capital.

5.   For details of our related party transactions, see section titled “Related Party Transactions” on page 140 of this Draft Red
     Herring Prospectus.

6.   There are no financing arrangements whereby the Promoter Group, directors of our corporate Promoter, Directors and/ or
     their relatives have financed the purchase by any other person of securities of our Company other than in the normal course
     of the business of the financing entity during the period of six months immediately preceding the date of filing of this
     DRHP with SEBI.

7.   Our Company was originally incorporated as ‘Nimbus Communications Private Limited’ on June 30, 1987 under the
     Companies Act as a private limited company with the RoC, Maharashtra. Our Company became a deemed public company
     under Section 43A of the Companies Act and its name was consequently changed to ‘Nimbus Communications Limited’
     with effect from July 1, 1994. The aforesaid changes were made in the name to reflect the changing nature of the
     constitution of our Company. For further details, including changes in our Memorandum of Association see section titled
     “History and Certain Corporate Matters” on page 100 of this Draft Red Herring Prospectus.

8.   We have not entered into any non-compete agreement with our individual Promoters. Further, we undertake, execute and
     develop several of our projects in association with our Group Companies. Other than as stated here, and as disclosed in
     section titled “Financial Statements”, none of our Group Companies have any business interest in our Company. For
     further details, see section titled “History and Certain Corporate Matters” on page 100 of this Draft Red Herring
     Prospectus. For details on the business of our Company, see section titled “Business” on page78 of this Draft Red Herring
     Prospectus.




                                                                 xxxvii
                                         SECTION III - INTRODUCTION

                                               Summary of the Business

The following information should be read together with the more detailed financial and other information included in
this Draft Red Herring Prospectus, including the information contained in the section titled “Risk Factors” on page
xii of this Draft Red Herring Prospectus.

In this section, a reference to “Nimbus” or “our Company” means Nimbus Communications Limited. Unless the
context otherwise requires or implies, references to “we”, “us”, or “our” refers to Nimbus Communications Limited,
its Subsidiaries and its joint venture, on a consolidated basis.

OVERVIEW

We believe we are one of the leading sports rights management companies engaged in the acquisition, management
and marketing of commercial rights relating to cricket events globally. Our joint venture company, Neo Sports
Broadcast, owns and operates two 24-hour channels, Neo Cricket and Neo Sports.

Our Company currently holds an indirect 48.94% shareholding in Neo Sports Broadcast through Zenith Sports
Private Limited (“Zenith”), our joint venture company with one of our Promoters, Paramount Corporation Limited
(“Paramount”). We have the right of exercising the call option in accordance with the terms of the Zenith Agreement
for an aggregate consideration of Rs.0.36 million to acquire the remaining shares of Zenith from Paramount for which
we have received the requisite prior approval from FIPB on May 19, 2010. For further information, see
“Government and other Approvals”, “History and Certain Corporate Matters” and “Risk Factors” on pages
194, 100 and xii, respectively.

We own the global media rights for all international cricket matches organised by the BCCI in India until March 2014
and have licensed the broadcast rights with respect to such matches in India to Neo Sports Broadcast. In addition to
the rights that we have acquired from the BCCI, we have acquired and manage certain rights with respect to other
sports federations, including Bangladesh Cricket Board, Asian Cricket Council Cricket Kenya and Singapore Cricket
Association.

Nimbus was founded by Mr. Harish Thawani, and we commenced operations in 1987. The television channels, Neo
Cricket and Neo Sports were launched by Neo Sports Broadcast in October 2006.

We are also involved in the filmed entertainment business through distribution rights management, content generation
and our home video rental business under our brand “Showtime Video”. Our other businesses include production of
television content as well as creation and maintenance of online cricket-related content through our proprietary
website www.cricketnirvana.com.

KEY BUSINESS SEGMENTS

Sports management: We are a full service sports rights management and marketing company and provide a complete
range of “on-ground to on-air” solutions in sports. The sports rights management business consists of three key lines
of activities: (i) commercial rights management (including sponsorship, media rights management and licensing,
merchandising and hospitality); (ii) television production (including production of live feed and creation of packaged
content); and (iii) owned events.

Broadcasting: Neo Sports Broadcast owns and operates two 24-hour sports channels, namely Neo Cricket and Neo
Sports. These channels are broadcasted over cable and direct-to-home (“DTH”) platforms, and telecast cricket and
international sports. Since its launch in October 2006, among the sports channel in India, Neo Cricket has achieved
number one ranking in the half hour cumulative ratings for sport channel as per TAM viewership data for calendar
years 2008, 2009 and for the period from January 1, 2010 to July 31, 2010 (Source: TAM PeopleMeter Systems). We
also plan to launch two new 24 hours channels namely, Neo Cinema and Neo Zindagi. The applications dated August
11, 2010 for uplinking and downlinking licenses for these two new channels have been made with MIB, along with
application for another channel the plans for which are at a very preliminary stage. For further details, refer to section
titled “Government and Other Approvals” on page 194 of this Draft Red Herring Prospectus.

Filmed entertainment: We are a producer and distributor of film content in India. As of August 31, 2010, we have
produced three and distributed 10 feature films. Our home production, “Ek Hoti Wadi”, a Marathi film, won the Sixth
Maharashtra Cine-Natya Mahotsav Award in the year 2002. We have also commenced our home video rental
business under the brand “Showtime Video” and currently operate four stores in Mumbai.


                                                            1
FINANCIAL OVERVIEW

Our total income in Fiscal 2008, 2009 and 2010 was Rs.7,043.16 million, Rs.6,610.43 million and Rs.7,687.20
million, respectively.




                                                    2
                                              Summary of the Industry

The information in this section has not been independently verified by us, the Book Running Lead Managers, Co –
Book Running Lead Manager or any of our or their respective affiliates or advisors. The information may not be
consistent with other information compiled by third parties within or outside India. Industry sources and publications
generally state that the information contained therein has been obtained from sources it believes to be reliable, but
their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
Industry and government publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry and government sources and publications may also base their
information on estimates, forecasts and assumptions which may prove to be incorrect. Accordingly, investment
decisions should not be based on such information.

The information in this section is derived from:
(a) “The Indian Media and Entertainment Industry”, FICCI KPMG Report 2009 (“FICCI KPMG Report 2009”) and
FICCI-KPMG Indian Media and Entertainment Industry Report 2010 (“FICCI KPMG Report 2010”)
(b) Report on “The Business of Sports in India”, October 2008, published by SportBusiness Group.
(c) TAMMedia Research
(d) Reports by Internet & mobile Association of India
The information in this section also includes extracts from publicly available information, data and statistics which
have been derived from various government publications and industry sources.

The Indian economy

India is the world's largest democracy in terms of population (approximately 1.17 billion people) for the year 2010.
(Source: www.census india.gov.in) The GDP on a purchasing power parity basis of approximately US$3,752 billion
in the year 2009. This makes India the fourth largest economy in the world in terms of GDP after the United States of
America, China and Japan. (Source: www.siteresources.worldbank.org.)
The following table sets forth the key indicators of the Indian economy for the past five Fiscal years.
                                                                                            (Annual percentage change)
                            Item                                     As at and for the year ended March 31

                                                            2006           2007           2009           2010
 GDP Growth                                                  9.5            9.7            6.7             7.4
 Index of Industrial Production                              8.2            11.6           2.6            10.4
 Inflation - Wholesale Price Index                           4.4            5.4            8.4            11.0
 (Source: Economic Survey 2008.2009 & 2009-2010 RBI, Central Statistics Organization, Ministry of statistics and
 Programme Implementation.)

India has experienced rapid economic growth over the past five Fiscal years. However, economic activity in India
slowed down in the first two quarters of Fiscal 2009 as compared with over nine percent growth in the previous three
years. Growth decelerated sharply in the third quarter following the failure of Lehman Brothers in mid-September
2008 and adverse effects of the global financial crisis on the Indian economy. Consequently, the growth rate during
the first three quarters (April – December) of 2008-09 slowed down to 6.9 percent from 9 percent in the
corresponding period of the previous year. However, RBI’s monetary Policy for the Q1 2010-11 indicated that the
Indian economy grew by 7.4 percent in 2009-10. The momentum was particularly pronounced in Q4 of 2009-10 with
growth at 8.6 percent as compared with 6.5 percent in the previous quarter. The double digit growth in the Index of
Industrial Production (IIP) that began in October 2009 continued during the current financial year although there was
modest deceleration in May 2010. In the first two months of this fiscal, April-May 2010, the IIP recorded a year-on-
year growth of 14 percent with as many as fifteen out of the seventeen industry groups (two digits NIC classification)
showing positive growth. The lead indicators of service sector also suggest increased economic activity (Source: RBI
Annual Policy Statement 2009-10 & 2010-11).

India‘s ability to recover from the global slowdown (and its own domestic liquidity crunch) has been driven by the
country‘s large domestic savings and corporate retained earnings, which have been used to finance investment. The
fiscal policy, primarily in the form of reduced interest rates and Government intervention, has further helped to
maintain private demand, liquidity and short-term rates, thereby reducing the risk of loan losses.

(Source: International Monetary Fund, World Economic Outlook Update, July 2009 (Calendar Year Growth Rates)
and the RBI‘s First Quarter Review, 2009-2010).




                                                          3
Media and entertainment industry

Current size

The Media and Entertainment (M&E) industry in India is comprised primarily of television, print, film, radio, music,
animation, outdoor advertising, internet and gaming. The overall M&E industry size grew from INR 579 billion in
2008 to INR 587 billion in the year 2009 at a rate of 1.4 percent. The growth rate is expected to increase to ~11.2
percent in 2010, as the industry witnesses a recovery.
 (Source: FICCI KPMG Report 2010)

Segment wise break up of the Indian M&E industry is given below:




         (Source: FICCI KPMG Report 2010)

Sports Marketing Industry

Sports marketing include both marketing of sports events and teams as well as using sports to market non-sports
products. In the year 2008, this business was worth Rs. 20 billion in India out of which cricket alone accounted for Rs
18 billion). More importantly, the sports marketing business is growing at a rapid pace of 20 percent a year compared
to the global average growth of 5 percent a year. While developed countries have a mature sport marketing industry,
this industry is still in a nascent stage in India (Source: FICCI KPMG Report 2009).

Revenue from the sports marketing industry is generated through three main sources i.e.
   • broadcasting fee and advertising
   • endorsement; and
   • on ground activation

Following chart shows the percentage of total revenues generated in the different segments of sports marketing
business in India for the year 2008:

                                     Break up of sports marketing business in India



                                                                            On ground
                                   Endorsement , 20%                      activation, 20%




                                                       Broadcast fee +
                                                       advertising, 60%



                  (Source: FICCI KPMG Report 2009)

Cricket accounts for over 90 percent of total value of the sports marketing business in India. Cricket rights worldwide
have been sold at a premium over the last three-four years, with each deal outsizing the previous one (Source: The
Business of Sports in India, October 2008, published by BusinessSports Group).

                                                              4
                          Summary of our Consolidated Financial, Operating and Other Data

NIMBUS COMMUNICATIONS LIMITED

ANNEXURE I : STATEMENT OF RESTATED CONSOLIDATED ASSETS AND LIABILITIES
                                                                                                       (Rupees in Million)
                                                                                   As at
     Particulars                                   March 31,       March 31,       March 31,       March 31,        March
                                                     2006            2007            2008            2009          31, 2010
A    Fixed Assets
     Gross Block                                       911.21        1,077.16        2,617.67        2,665.19      1,405.52
     Less : Depreciation/ Amortisation                 718.09          836.35        1,700.27        1,901.05        800.34
     Net Block                                         193.12          240.81          917.40          764.14        605.18
     Less : Revaluation Reserve                          6.72            6.38          472.89          445.79        420.24
     Net Block After Adjustment for Revaluation
     Reserve                                           186.40          234.43          444.51          318.35        184.94

     Capital Work in Progress                           98.36           34.91           15.89            0.59          0.94
                                                       284.76          269.34          460.40          318.94        185.88

B    Goodwill on Consolidation                          12.77           12.77           12.77           12.77         12.77

C    Investments                                         1.68        2,415.05        2,281.38        2,281.38      2,788.95

D    Deferred Tax Assets (Net)                           4.31           17.65                  -         2.14         29.76

E    Current Assets, Loans and Advances
     Inventories                                        25.96           34.65            6.50            9.65          9.11
     Sundry Debtors                                  1,567.42        1,249.54        2,296.82        3,397.70      5,372.72
     Cash and Bank Balances                          1,077.49        4,500.64        1,536.95        2,618.52      4,472.72
     Loans and Advances                                440.24          873.09        1,297.88          656.93        989.47
     Other Current Assets                                1.89           16.12            2.04           32.19         84.16
     Total
                                                                                                                   10,928.1
                                                     3,113.00        6,674.04        5,140.19        6,714.99             8

                                                                                                                   13,945.5
                                                     3,416.52        9,388.85        7,894.74        9,330.22             4

F    Liabilities and Provisions
     Secured Loans                                     399.89        1,541.50          780.84        2,585.91      3,316.52
     Unsecured Loans                                    91.05        5,517.97        5,788.64        6,527.08      2,477.21
     Deferred Tax Liabilities (net)                         -               -            6.24               -             -
     Current Liabilities                               857.83        1,157.65        1,263.56        1,252.11      3,503.47
     Provisions                                         88.14           58.63           57.26           60.78        174.83
     Total                                           1,436.91        8,275.75        7,896.54       10,425.88      9,472.03

G    Preference Shares issued by Jointly
     Controlled Entity                                         -               -               -               -       1.69
H    Equity warrants issued by Jointly
     Controlled Entity                                         -               -               -               -       3.27

     Net Worth (A+B+C+D+E-F-G-H)                     1,979.61        1,113.10           (1.80)      (1,095.66)     4,468.55

 I   Represented by
     Share Capital
        - Equity Shares                                324.65          326.06          326.06          326.06        615.02
        - Preference Shares                                 -               -               -            2.18             -
     Stock Option Outstanding                               -               -            5.65            4.27          4.24
                                                       324.65          326.06          331.71          332.51        619.26
     Reserves and Surplus
        - Securities Premium                         2,008.31        1,948.49        1,948.49        2,040.87      8,786.61
        - Capital Redemption Reserve                     0.55            0.55            0.55            0.55          0.55
        - Capital Reserve On Consolidation               7.35            7.35            7.35            7.35          7.35
       - Foreign Exchange Reserve On
     Consolidation                                       1.24           (9.75)         (48.57)          81.48          34.01
        - General Reserve                                0.80             0.80            1.03           1.03           1.03
        - Revaluation Reserve                            6.72             6.38         472.89          445.79         420.24
        - Profit and Loss Account                                                                                  (4,980.26
                                                      (363.29)      (1,160.40)      (2,242.36)      (3,559.45)             )

     Less: Revaluation Reserve                           6.72            6.38          472.89          445.79        420.24
     Reserves and Surplus (Net of Revaluation
     Reserve)                                        1,654.96          787.04         (333.51)      (1,428.17)     3,849.29
     Net Worth                                       1,979.61        1,113.10           (1.80)      (1,095.66)     4,468.55
     Note:

                                                         5
        The above statement should be read together with Principles of Consolidation, Significant Accounting Policies and
        Notes to the
        Restated Consolidated Summary Statements- Annexure IV.



ANNEXURE II : STATEMENT OF RESTATED CONSOLIDATED PROFITS AND LOSSES
                                                                                                                         (Rupees in Million)
                                                                                              Year ended
                                                             March 31,        March 31,        March 31,        March 31,        March 31,
                       Particulars                            2006             2007              2008            2009             2010
Income
Sales and Services
Airtime Sales (net)                                               612.77           973.19           820.09           392.41           347.94
Income from Sports Rights                                       1,248.97         2,083.16         3,808.29         3,833.52         4,421.50
Ad Sales Broadcasting                                                  -           389.23         1,092.24           775.62         1,345.06
Distribution Revenue Broadcasting                                      -           335.50           239.92           459.58           495.36
Production Fees                                                   231.25           375.26           545.33           421.42           666.90
Sports Services Income                                             58.29           272.96           164.16            25.46            49.29
Income from Film Rights (Acquired)                                 11.09            74.29            69.41                -                -
Income from Motion Picture Produced                                    -            12.11            14.10                -                -
Income from assignment of Television Programme
Rights                                                               5.46            1.95             0.94             0.32                4.61
Disks Sales/ Rental Income                                              -               -             0.55             1.44                2.43

Total                                                           2,167.83         4,517.65         6,755.03         5,909.77         7,333.09

Other Income                                                      339.45           234.02           295.81           697.50           354.65
Increase/(Decrease) in Air Time Inventory                           2.52            10.84            (7.68)            3.16            (0.54)
Total Income                                                    2,509.80         4,762.51         7,043.16         6,610.43         7,687.20

Expenditure
Cost of Sports Rights                                           1,903.10         3,272.77         5,642.03         5,252.54         6,834.24
Marketing Rights and Telecast Costs                               322.97           907.40           677.98           238.38           330.52
Production Expenses                                               188.01           405.30           559.57           498.43           526.46
Marketing Expenses                                                 23.52           111.34            86.65            59.01            37.34
Payments to and Provision for Employees                            44.84            97.91           154.41           187.67           160.85
Interest and Other Financial Charges                               37.76           186.63           204.43           432.53           583.12
Administrative and Other Expenses                                 143.19           351.21           341.33           577.88           314.23
Depreciation/Amortisation (Net)                                    84.17           133.11           803.98           242.56           428.40
                                                                2,747.56         5,465.67         8,470.38         7,489.00         9,215.16

(Loss) before Tax and Restatement Adjustments                    (237.76)        (703.16)        (1,427.22)        (878.57)       (1,527.96)
Provision for Tax
- Current Tax (* Net of MAT Credit)                                 3.15            18.21            22.50          * 45.49           165.47
- Deferred Tax                                                     16.10            22.97            60.93          (22.35)         (113.42)
- Fringe Benefit Tax                                                1.77             1.20             1.88             2.37                -
- Wealth Tax                                                        0.01                -                -                -                -
- Short provision for Income Taxin respect
of earlier years                                                         -          12.25            28.39             1.39               24.97
- Short provision for Fringe Benefit Tax for
an earlier year                                                          -                -                -           0.25                0.21
- Deferred tax relating to Short provision for tax for
an earlier year                                                          -              -           (26.49)                 -                 -
                                                                                        -
(Loss) After Tax before Restatement Adjustments (a)              (258.79)        (757.79)        (1,514.43)        (905.72)       (1,605.19)

Adjustments in terms of Paragraph IX (B)(9) (a) to (d)
of Part A of Schedule VIII of the ICDR Regulations
- Restatement Adjustments (b)                                     (86.16)          (56.09)          389.84         (378.05)           248.72
- Restatement Adjustments relating to Current Tax /
Fringe
 Benefit Tax/ Deferred Tax (c)                                    (20.56)            6.66             5.18          (19.65)               17.74
- Deferred Tax Impact of Restatement
Adjustments(d)                                                    (12.54)          (10.11)          (37.45)           13.67               85.20
Net Profit / (Loss) After Restatement Adjustments
(a+b+c-d)                                                        (352.97)         (797.11)       (1,081.96)      (1,317.09)       (1,423.93)
Balance Brought Forward from Previous Year                          14.39         (363.29)       (1,160.40)      (2,242.36)       (3,559.45)
Minority Contribution on dilution of Group Interest                     -                -                -               -             3.12
Balance Available for Appropriations                             (338.58)       (1,160.40)       (2,242.36)      (3,559.45)       (4,980.26)
Appropriations
Dividend                                                            21.19                -                -               -                -
Dividend Tax                                                         2.97                -                -               -                -
Transfer to Capital Redemption Reserve                               0.55                -                -               -                -
Balance carried forward                                          (363.29)       (1,160.40)       (2,242.36)      (3,559.45)       (4,980.26)

Note:
The above statement should be read together with Principles of Consolidation, Significant Accounting Policies and Notes to the Restated
Consolidated
Summary Statements- Annexure IV.




                                                                     6
ANNEXURE III : CONSOLIDATED RESTATED STATEMENT OF CASH FLOWS

                                                                                                                        (Rupees in Million)


                                      Particulars                                                         Year Ended
                                                                                       March 31,     March 31,   March 31,        March 31,
                                                                                         2007          2008        2009             2010
A. Cash Flow from Operating Activities :

Net Loss before Taxation after restatement adjustments                                   (759.25)    (1,037.38)     (1,256.62)    (1,279.24)
Adjustments for :
     Depreciation / Amortisation (net)                                                    144.77         864.90         182.39        134.19
     Interest Income                                                                      (44.21)      (169.90)       (127.13)      (102.88)
     Dividend Income                                                                      (59.93)         (4.07)         (6.99)        (3.50)
     Credit balances no longer payable, written back                                       (0.01)         (0.32)       (58.65)         (3.06)
     Interest expense                                                                     147.43         105.00         309.45        309.79
     Employee compensation expenses                                                             -           1.95           1.00          0.89
     (Profit)/Loss on redemption of Mutual Fund held as current investments                     -           0.32              -        (0.04)
     Bad Debts written off                                                                  99.61         17.55          23.44           3.02
     Advances/ Deposits written off                                                          7.81           2.81         14.98           2.37
     Provision for Doubtful Debts (net)                                                    (7.24)           8.65         32.54         57.76
     Provision for Doubtful Advances                                                            -           3.51              -        13.55
     Air Time Inventory written Off                                                          2.15         20.48               -             -
     Capital Work in Progress relating to Television Programmes and Motion Pictures,
written off                                                                                 4.36           5.40           3.21             -
     (Profit)/Loss on sale/write off of Fixed Assets (net)                                     -        (49.79)           1.86        (1.75)
     Unrealised foreign Exchange (gain)/loss (net)                                          0.46           1.14         (0.96)        10.40

    Operating Loss before Working Capital Changes                                        (464.05)      (229.75)       (881.48)      (858.50)
Adjustments for changes in Assets and Liabilities :-

   Inventories                                                                            (10.84)          7.67          (3.15)         0.54
   Sundry Debtors                                                                          221.88    (1,087.03)     (1,113.94)    (2,061.72)
   Loans and Advances                                                                    (414.15)      (327.85)         690.36      (345.90)
   Current Liabilities                                                                     257.71         93.88          97.68      2,233.51
   Provisions                                                                                3.30          2.17            3.83         1.60
   Compensated Absences/ Gratuity transitional liability adjusted in General Reserve            -          0.35               -            -
Cash used in operations                                                                  (406.15)    (1,540.56)     (1,206.70)    (1,030.47)

Less : Income Taxes (including Fringe Benefit Tax ) paid (net)                            (90.24)      (136.57)        (92.61)       (79.56)
Net Cash used in Operating Activities (A)                                                (496.39)    (1,677.13)     (1,299.31)    (1,110.03)

B. Cash Flow from Investing Activities
Payments for acquisition of Fixed Assets(after adjustment of Increase/decrease in
Capital work in progress and advances for capital expenditure)                           (133.93)    (1,074.47)         (47.57)       (42.55)
Sale of Fixed Assets                                                                            -         62.89            1.38         43.37
Purchase of Current Investments in Mutual Funds                                        (6,500.02)    (1,083.38)     (1,957.43)    (4,007.09)
Sale of Current Investments in Mutual Funds                                              6,366.35      1,216.73       1,957.43      3,499.56
Investments in Joint Venture !                                                         (2,279.70)             -               -             -
Interest Received                                                                           29.98        183.98           96.98         50.91
Dividend Received                                                                           59.93          4.07            6.99          3.50
Net Cash from / (used in) Investing Activities(B)                                      (2,457.39)      (690.18)           57.78     (452.30)

C. Cash Flow from Financing Activities

Proceeds from issue of shares(including Securities Premium)                                 55.20             @              *-   $1,262.98
 Preference Shares and Equity warrants issued by Jointly Controlled Entity                       -              -             -       311.65
Minority Contribution on dilution of Group Interest                                             -               -             -          3.12
Expenses relating to issue of shares                                                      (82.61)              -        (2.84)         (2.05)
Repayments of Vehicle Loans                                                                (1.60)         (1.51)        (1.25)         (0.17)
Repayment of Short Term Loans from Banks                                                (252.34)     (1,362.78)      (740.48)     (2,526.37)
Proceeds from Short Term Loans from Banks                                               1,350.00         620.57      2,526.37       3,282.92
Proceeds from /(Repayment) of Working Capital Loan (Net)                                    45.55       (16.94)          20.43        (25.77)
Proceeds from Unsecured Loans                                                           5,464.90         272.42        935.76       2,317.00
Repayment of Unsecured Loans                                                              (37.98)         (1.75)       (99.92)      (996.01)
Dividend Paid                                                                             (21.19)               -             -             -
Dividend Tax paid                                                                          (2.97)               -             -             -
Interest paid                                                                           (140.03)       (106.39)      (314.97)       (210.77)
Net Cash from / (used in) Financing Activities (C)                                      6,376.93       (596.38)      2,323.10       3,416.53

Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C)                          3,423.15     (2,963.69)      1,081.57      1,854.20

Cash and Cash Equivalents as at the beginning of the year                               1,077.49      4,500.64       1,536.95      2,618.52
Cash and Cash Equivalents as at the end of the year                                     4,500.64      1,536.95       2,618.52      4,472.72
                                                                 7
Notes:
1. The Cash flow has been prepared under the "Indirect Method" as set out in Accounting Standard 3 - Cash Flow Statements.

2. The above statement should be read together with Significant Accounting Policies and Notes to Consolidated Restated Summary Statements.

3. ! The entire purchase consideration is discharged by means of cash.

4 (i) * Excludes 217,965 preference shares of Rs. 10 each issued at a premium of Rs. 436.86 to the founder director by adjustment of the part
       of the loan Rs. 97.40    million being a non cash transaction.
  (ii) $ Excludes 28,626,495 equity shares of Rs. 10 each issued on conversion of the Compulsorily Convertible Preference Shares and
       Compulsorily Convertible Debentures being non cash transactions.

5. The Company has prepared the consolidated financial statements for the first time for the year ended March 31, 2006. Accordingly in the
  absence of consolidated financial statements for the year ended March 31, 2005, it is not practicable for the Company to prepare the
  consolidated cash flow for the previous year ended March 31, 2006and consequently the Company has not prepared and presented the
  Consolidated Restated Statement of Cash Flows for the year ended March 31, 2006.

6. Cash and cash equivalents include:

                                                                                                                      (Rupees in Million)
                                                                                                              As at
                                     Particulars                                        March 31,     March 31,   March 31,   March 31,
                                                                                          2007          2008        2009         2010
Cash on Hand                                                                                 0.31          0.14        1.43          1.51
Balances with Scheduled Banks
- On Current Accounts #                                                                     616.77        901.58      1,147.01        699.63
- In Margin Accounts                                                                             -             -             -        392.50
- In Deposit Accounts £                                                                   3,883.56        635.23      1,470.08       3379.08
Total cash and cash equivalents                                                           4,500.64      1,536.95      2,618.52       4472.72


 # Including balances in escrow accounts                                                    242.41         47.66        504.98        457.89
£ Includes Deposits kept as margin for bank guarantees                                    3,522.35        596.67      1,418.09      3,257.67




                                                                8
ANNEXURE I : RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES

                                                                                                            (Rupees in Million)


                                                                                      As at
                         Particulars                  March 31,       March 31,      March 31,       March 31,      March 31,
                                                        2006            2007           2008            2009           2010

A       Fixed Assets
        Gross Block                                        821.98         981.05        2,427.84        2,459.98       1,212.03
        Less : Depreciation/ Amortisation                  643.27         783.69        1,635.62        1,812.24         701.96
        Net Block                                          178.71         197.36          792.22          647.74         510.07
        Less: Revaluation Reserve                            6.72           6.38          421.35          397.08         374.21
        Net block after adjustment for Revaluation
        Reserve                                            171.99         190.98          370.87         250.66          135.86
        Capital work in progress                            91.34           5.37           11.12           0.59            0.94
                                                           263.33         196.35          381.99         251.25          136.80


B       Investments                                        113.55        4,718.11       4,584.55        4,584.55       5,057.77


C       Deferred Tax Assets (Net)                            4.31           26.81          11.06           25.60          29.76


D       Current Assets, Loans and Advances
        Inventories                                         25.95          34.65            6.50           9.65            9.11
        Sundry Debtors                                   1,756.32         763.72        2,555.20       4,783.02        7,648.16
        Cash and Bank Balances                           1,018.22       3,775.27        1,357.67       2,193.68        4,227.34
        Loans and Advances                                 327.62         525.46          570.66         469.89          863.63
        Other Current Assets                                 1.89          16.12            2.04          32.19           84.16
        Total                                            3,130.00       5,115.22        4,492.07       7,488.43       12,832.40
                                                         3,511.19      10,056.49        9,469.67      12,349.83       18,056.73

E       Liabilities and Provisions
        Secured Loans                                      254.50        1,404.35         660.93        2,484.01       3,316.52
        Unsecured Loans                                     53.07        5,517.97       5,788.39        6,017.25         126.17
        Current Liabilities                                889.41          838.22         671.35        1,356.28       4,996.06
        Provisions                                          49.34           14.67           7.15            9.72         115.44
        Total                                            1,246.32        7,775.21       7,127.82        9,867.26       8,554.19


F       Net Worth (A+B+C+D-E)                            2,264.87        2,281.28       2,341.85        2,482.57       9,502.54


G       Represented by
        Share Capital
        - Equity Shares                                    324.65         326.06          326.06         326.06          615.02
        - Preference Shares                                     -              -               -           2.18               -
        Stock Option Outstanding                                -              -            5.65           4.27            4.24
                                                           324.65         326.06          331.71         332.51          619.26
     Reserves and Surplus
     - Securities Premium                                2,008.31        1,948.49       1,948.49        2,040.87       8,479.92
     - Capital Redemption Reserve                             0.55           0.55           0.55            0.55           0.55
     - General Reserve                                        0.80           0.80           1.03            1.03           1.03
     - Revaluation Reserve                                    6.72           6.38         421.35          397.08         374.21
     - Profit and Loss Account                             (69.44)           5.38          60.07          107.61         401.78
     Less: Revaluation Reserve                                6.72           6.38         421.35          397.08         374.21
     Reserves and Surplus (Net of Revaluation
     Reserve)                                            1,940.22        1,955.22       2,010.14        2,150.06       8,883.28
     Net worth                                           2,264.87        2,281.28       2,341.85        2,482.57       9,502.54

Note:

The above statement should be read together with Significant Accounting Policies and Notes to the Restated Summary Statements-
Annexure IV




                                                               9
ANNEXURE II : RESTATED STANDALONE STATEMENT OF PROFITS AND LOSSES
                                                                                                                (Rupees in Million)
                                                                                            Year Ended
                                                            March 31,       March 31,        March 31,     March 31,       March 31,
                       Particulars                            2006            2007             2008          2009            2010
Income
Sales and Services
 Airtime Sales (net)                                            297.17          973.19           820.09        392.41          347.94
 Income from Sports Rights                                    1,640.42        3,432.03         5,886.91      5,175.05        6,925.27
 Production Fees                                                 66.97           44.66            42.41         30.25           43.44
 Sports Services Income                                          38.22           74.95            99.91         29.34           51.52
 Income from Film Rights (Acquired)                              11.09           74.29            69.41             -               -
 Income from Motion Picture Produced                                 -           12.11            14.10             -               -
 Income from assignment of Television Programme
Rights                                                            7.82            1.95             0.94          0.32            4.61
Total                                                         2,061.69        4,613.18         6,933.77      5,627.37        7,372.78

Other Income                                                     66.92          111.58           241.11        194.09          123.38
Increase/(Decrease) in Air Time Inventory                         2.52           10.84            (7.68)         3.16           (0.54)
                                                              2,131.13        4,735.60         7,167.20      5,824.62        7,495.62

Expenditure
Cost of Sports Rights                                         1,569.60        3,253.28         5,164.78      4,597.52        6,039.87
Marketing Rights and Telecast Costs                             248.04          789.27           611.10        238.38          330.51
Production Expenses                                              52.18           68.54            65.93         54.89           61.02
Marketing Expenses                                               16.03           28.34            14.51         10.05            3.27
Payments to and Provision for Employees                          32.27           37.03            69.41         81.86           60.43
Interest and Other Financial Charges                             18.60          147.35           137.29        260.53          335.93
Administrative and Other Expenses                                65.72          159.98           118.88        318.91          213.91
Depreciation/Amortisation (Net)                                  77.63          124.04           786.83        217.51          376.03

                                                              2,080.07        4,607.83         6,968.73      5,779.65        7,420.97

Profit Before Tax and Restatement Adjustments                   51.06          127.77           198.47          44.97           74.65

Provision for Taxation
- Current Tax (* Net of MAT credit)                              3.15            10.00            22.18       * 44.03          163.25
- Deferred Tax                                                  12.49            22.97            60.93       (22.35)        (113.42)
- Fringe Benefit Tax                                             1.77             0.85             0.92          1.04               -
- Wealth Tax                                                     0.01                -                -             -               -
- Short provision for Income Tax in respect of earlier
years                                                                   -        11.70            27.67                -        22.71
- Short provision for Fringe Benefit Tax for an earlier
year                                                                    -               -              -         0.26            0.21
- Deferred tax relating to Short provision for tax for an
earlier year                                                            -               -       (26.49)                -               -

Profit After Tax before Restatement Adjustments (a)             33.64            82.25          113.26          21.99            1.90

Adjustments in terms of Paragraph IX (B)(9) (a) to
(d) of Part A of Schedule VIII of the ICDR
Regulations

- Restatement Adjustments (b)                                  (28.78)         (38.12)         (112.75)         41.29         378.59

- Restatement Adjustments relating to Current Tax /
Fringe Benefit Tax / Deferred Tax (c)                          (15.01)           11.41             8.59        (8.22)           22.33
- Deferred Tax Impact of Restatement Adjustments
(d)                                                            (12.54)         (19.28)          (45.59)          7.52         108.65
Net Profit After Restatement Adjustments [(a) + (b)
+ (c) - (d)]                                                      2.39           74.82            54.69        47.54          294.17
Balance Brought Forward from Previous Year                     (47.12)         (69.44)             5.38        60.07          107.61
Balance Available for Appropriations                           (44.73)            5.38            60.07       107.61          401.78

Appropriations
Dividend                                                         21.19               -                -            -               -
Dividend Tax                                                      2.97               -                -            -               -
Transfer to Capital Redemption Reserve                            0.55               -                -            -               -
Balance carried forward                                        (69.44)            5.38            60.07       107.61          401.78

Note:
The above statement should be read together with Significant Accounting Policies and Notes to the Restated Summary Statements-
Annexure IV.




                                                                10
ANNEXURE III : RESTATED STANDALONE STATEMENT OF CASH FLOWS
                                                                                                                 (Rupees in Million)
                                                                                             Year Ended
                        Particulars                            March 31,       March 31,      March 31,     March 31,     March 31,
                                                                 2006            2007           2008          2009          2010
A. Cash Flow from Operating Activities :
Net Profit before Taxation after restatement adjustments               22.28       89.65          85.72         86.26        453.24
Adjustments for :
     Depreciation / Amortisation (net)                               61.39        140.08          852.13        160.59         94.82
     Interest Income                                                (5.45)        (44.12)       (155.69)      (128.74)      (104.13)
     Dividend Income                                               (41.19)        (59.24)          (2.79)        (0.72)        (2.43)
     Credit balances no longer payable, written back                     -              -          (0.32)      (57.72)         (0.78)
     Interest expense                                                14.62        134.85           92.04        200.99        209.47
     Employee compensation expenses                                      -              -            1.95          1.00          0.89
    (Profit) / Loss on redemption of Mutual Fund held as
    current investments                                                    -           -           0.31             -         (0.04)
     Bad Debt written off                                               4.87       87.71          10.15          5.71              -
     Debit Balances / Advances written off                             30.24        3.50           1.28         14.96           1.43
     Provision for Doubtful Debts                                       8.71           -              -             -         17.74
     Provision for Doubtful Advances/Deposits                          18.00       27.24          27.18         18.09           6.36
     Air Time Inventory written Off                                     5.79        2.15          20.48             -              -
    Capital Work in Progress relating to Television
    Programmes and Motion Pictures, written off                         9.40         4.36           4.78          0.13             -
     (Profit) / Loss on sale/write off of Fixed Assets (net)            0.27            -        (50.12)          1.80        (4.00)
     Unrealised foreign Exchange (gain)/loss (net)                         -            -           1.15        (0.96)        10.40

     Operating Profit before Working Capital Changes               128.93         386.18         888.25        301.39        682.97
Adjustments for changes in Assets and Liabilities :-
     Inventories                                                     (2.03)       (10.85)           7.67         (3.15)          0.54
     Sundry Debtors                                             (1,620.29)         904.89     (1,802.37)    (2,233.53)    (2,893.13)
     Loans and Advances                                           (191.28)       (208.30)          22.10         92.45      (388.28)
     Current Liabilities                                            602.94        (89.59)       (165.74)        748.74      3,635.97
     Provisions                                                        2.34          3.30           1.51           2.57        (0.32)
     Compensated Absences/ Gratuity transitional liability
adjusted in General Reserve                                              -             -            0.35             -             -
Cash Generated from / (used in) operations (net)                (1,079.39)        985.63      (1,048.23)    (1,091.53)      1,037.75
Less : Income Taxes (including Fringe Benefit Tax ) paid
(net)                                                              (16.83)        (72.01)       (117.44)       (79.40)       (71.90)
Net Cash from / (used in) Operating Activities (A)              (1,096.22)        913.62      (1,165.67)    (1,170.93)       965.85

B. Cash Flow from Investing Activities
Payments for acquisition of Fixed Assets(after adjustment
of Increase/decrease in Capital work in progress)                   (57.25)        (77.46)    (1,054.63)       (32.34)        (21.37)
Sale of Fixed Assets                                                  47.70              -         62.20          0.55          45.00
Purchase of Current Investments in Mutual Funds                 (2,207.98)     (6,363.78)       (672.21)       (40.72)    (3,641.73)
Sale of Current Investments in Mutual Funds                       2,207.98       6,230.22         805.46         40.72      3,168.55
Investments in Subsidiaries $                                        (6.25)         (0.80)             -             -              -
Investments in Joint Venture $                                            -    (4,470.20)              -             -              -
Sale of Investments in Subsidiary $                                    0.05              -             -             -              -
Interest Received                                                      3.56          29.89        169.77         98.59          52.16
Dividend Received                                                     41.19          59.24          2.79          0.72           2.43

Net Cash from / (used in) Investing Activities(B)                      29.00   (4,592.89)       (686.62)        67.52       (394.96)
Cash flow from financing activities
Proceeds from issue of Share Capital                                     -        476.90               -             -         10.15
Advance Subscription towards Share Capital                            0.10              -              -             -              -
Securities Premium received                                              -      3,814.27               -             -        431.50
Interest Paid                                                       (6.33)        (44.71)       (103.54)      (127.63)      (290.75)
Unsecured Loans taken (net of repayments)                                -          51.52              -             -         (2.00)
Net cash (used in)/ generated from financing activities             (6.23)      4,297.98        (103.54)      (127.63)        148.90
Net cash (used in)/ generated                                         0.10      1,025.68        (976.20)        665.85      (554.80)
Cash and cash equivalents at the beginning of the year                   -           0.10       1,025.78         49.59        715.45
Cash and cash equivalents at the end of the year                      0.10      1,025.78           49.59        715.44        160.62

Note:
(1) The above statement should be read together with Significant Accounting Policies, Notes on Adjustments to Restated Financial
Information, Notes on Restated Financial Information and Audit Qualifications.
(2) Figures have been regrouped for consistency of presentation.




                                                                  11
                                                                  Issue Details

Issue1:                                             22,050,000 Equity Shares
Which comprises:
Fresh Issue2:                                       14,040,000 Equity Shares aggregating Rs.[●] million
                3
Offer for Sale :                                    8,010,000 Equity Shares aggregating Rs.[●] million
Of which
A) QIB Portion4:                                    At least 11,025,000 Equity Shares
 Of which
Available for allocation to Mutual Funds only       551,250 Equity Shares
Balance for all QIBs including Mutual Funds         10,473,750 Equity Shares
B)    Non-Institutional Portion5:                   Not less than 3,307,500 Equity Shares
C)    Retail Portion5:                              Not less than 7,717,500 Equity Shares
Equity Shares outstanding prior to the Issue:       61,501,870 Equity Shares
Equity Shares outstanding post Issue:               75,541,870 Equity Shares

                                                    For details of the Objects of the Fresh Issue, see the section titled “Objects of the
                                                    Issue” on page 41. Our Company will not receive any proceeds from the Offer for
Use of the Issue proceeds:                          Sale. Further, no part of the Net Proceeds will be paid by our Company as
                                                    consideration to our Promoters, our Directors, and key managerial personnel, except
                                                    as may be required in the normal course of business.
1
 The Issue currently comprises of the Fresh Issue of 18.59% of our post-Issue share capital and the Offer for Sale by the Selling Shareholders of
10.60% of our post-Issue share capital.
2
 The present Issue has been authorised by circular resolution passed by our Board on March 25, 2010 and by the shareholders of our Company at
the extraordinary general meeting held on March 29, 2010.
3
 Each of Americorp Ventures Limited, CSI BD (Mauritius) and Funderburk Enterprises Limited confirm that the Offer for Sale has been authorised
pursuant to the board resolutions passed by their board of directors dated September 22, 2010, March 26, 2010 and September 23, 2010
respectively. The Individual Selling Shareholders being Mr. Purshotamdas Naraindas Budhrani and Mr. Harichandra Naraindas Budhrani have
also given their consent to participate in the Offer for Sale. The Selling Shareholders are offering 8,010,000 Equity Shares aggregating Rs. [●]
million which have been held for a period of at least one year (either as Equity Shares or as convertible instruments) prior to the date of filing of
the Draft Red Herring Prospectus with SEBI and, hence, are eligible for being offered for sale in this Issue.
4
  Our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion
shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which
allocation is being done to Anchor Investors. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be
added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation to Mutual Funds. Mutual Funds participating in the 5%
reservation in the Net QIB Portion will also be eligible for allocation in the remaining Net QIB Portion. Further attention of all QIBs is
specifically drawn to the following: (a) Our Company may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing
Date. (b) QIBs will not be allowed to withdraw their Bid cum Application Forms on the Bid/Issue Closing Date; and (c) each QIB, including a
Mutual Fund is required to deposit a Bid Amount with its Bid cum Application Form. In the event of under subscription in the Mutual Fund
Portion only, the unsubscribed portion would be added to the balance of the Net QIB Portion to be allocated on a proportionate basis to the QIB
Bidders. Provided further that the Anchor Investors shall pay Bid Amount at the time of submission of the Anchor Investor Bid. For further details,
please see the section titled “Issue Procedure” on page 224 of this Draft Red Herring Prospectus.
5
 Subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in the Non Institutional Portion, and Retail Portion
would be allowed to be met with spill-over from other categories or a combination of categories, at the discretion of our Company and the Selling
Shareholders, in consultation with the BRLMs, Co-BRLM and the Designated Stock Exchange. If at least 50% of the Issue cannot be allotted to
QIBs, then the entire application money will be refunded forthwith.




                                                                         12
                                                General Information

Our Company was originally incorporated as ‘Nimbus Communications Private Limited’ on June 30, 1987 under the
Companies Act as a private limited company with the RoC, Maharashtra. Our Company became a deemed public
company under Section 43A of the Companies Act and its name was consequently changed to ‘Nimbus
Communications Limited’ with effect from July 1, 1994. In an extraordinary general meeting of our Company held
on January 4, 2000, our Company’s shareholders passed a resolution converting our Company from a deemed public
company to a public company. For further details on the change in status, name and change in registered office,
please see the section titled “History and Certain Corporate Matters” on page 100 of this Draft Red Herring
Prospectus.

Registered and Corporate Office of our Company

Nimbus Communications Limited
Nimbus Centre, Oberoi Complex,
Andheri (W), Mumbai – 400 053,
Maharashtra, India.
Tel: +91 22 2635 2000
Fax: +91 22 2635 2123

    Details                                            Registration/Identification number
Registration Number                                    043940
Corporate Identification Number                        U99999MH1987PLC043940
Website address:                                       www.nimbus.co.in

For details of the changes to our registered office, please refer to the section titled “History and Certain Corporate
Matters” on page100 of this Draft Red Herring Prospectus.

Address of the Registrar of Companies

Our Company is under the jurisdiction of the Registrar of Companies, Maharashtra having its office at the following
location:

Everest, 100 Marine Drive,
Mumbai 400 002,
Maharashtra, India.
Website: www.mca.gov.in

Board of Directors

The following table sets out the details regarding our Board as on the date of the filing of this Draft Red Herring
Prospectus:

Name and designation                             DIN          Age       Address
                                                           (In years)
Mr. Harish Kanayalal Thawani                   01082908        51       701, Rendezvous, 120-121, Perry Road,
Designation: Executive Chairman and                                     Bandra    (West),   Mumbai 400   050,
Whole-Time Director                                                     Maharashtra, India.

Ms. Shobha Harish Thawani                      00156100        55       701, Rendezvous, 120, Perry Road, Bandra
Designation: Non-Executive        and   Non-                            (West), Mumbai 400 050, Maharashtra, India.
Independent Director

Dr. Akash Chandra Khurana                      01220599        57       19, Dunhill, Dr. Ambedkar Road, Khar
Designation: Executive Vice Chairman and                                (West), Mumbai 400 052, Maharashtra, India.
Whole-Time Director


Mr. Supratim Subimal Basu                      01910081        40       302, Laxmi Gopal Building, 3rd Floor, Hatiskar
Designation: Non-Executive and                                          Marg, Prabhadevi, Mumbai, 400 025,
Independent Director                                                    Maharashtra, India.


                                                          13
Name and designation                                 DIN           Age       Address
                                                                (In years)
Mr. Kishore Manohar Musale                        00144029          56       601, Kubelisque, Dr. Ambedkar Road, Palihill,
Designation: Non-Executive and                                               Bandra (West), Mumbai – 400 050,
Independent Director                                                         Maharashtra, India.
Mr. Peter Robin Paxton                            01874298         59        23 Lonsdale Road, Barnes, London, United
Designation: Non-Executive and                                               Kingdom – SW139JP.
Independent Director

Mr. Richard Dorfman                               01787931         58        10 Evelyn Gardens, London, United Kingdom
Designation: Non-Executive and                                               – SW73BG.
Independent Director

Mr. Ranjan Kapur                                  00035113         67        B-281, Twin Towers, Veer Savarkar Marg,
Designation: Non-Executive and                                               Prabhadevi, Mumbai 400 025, Maharashtra,
Independent Director                                                         India.


For further details regarding our Board, please see the section titled “Management” on page 116 of this Draft Red Herring
Prospectus.

Company Secretary and Compliance Officer

Our Company Secretary and Compliance Officer is Mr. Parthasarathy Iyengar. His contact details are as follows:

Nimbus Communications Limited
Nimbus Centre, Oberoi Complex,
Andheri (W), Mumbai – 400 053,
Maharashtra, India.
Tel: +91 22 2635 2000;
Fax: +91 22 2635 2123.
Email: compliance@nimbus.co.in

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account or refund
orders, etc.

All grievances relating to ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving
full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA
account number and the Designated Branch of the SCSBs where the ASBA Bid cum Application Form was submitted by
the ASBA Bidders.

Book Running Lead Managers

Edelweiss Capital Limited
14th Floor, Express Towers,
Nariman Point,
Mumbai – 400 021, India.
Tel: +91 22 4086 3535
Fax: +91 22 4086 3610
E-mail: nimbus.ipo@edelcap.com
Investor Grievance Id: customerservice.mb@edelcap.com
Contact Person: Mr. Chitrang Gandhi / Ms. Neetu Ranka
Website: www.edelcap.com
SEBI registration number: INM0000010650

Macquarie Capital Advisers (India) Private Limited
Level 4, Earnest House
NCPA Marg, Nariman Point,
Mumbai 400 021, India
Tel: +91 22 4230 1200
Fax: +91 22 4002 8707
                                                              14
Email:nimbus.ipo@macquarie.com
Investor Grievance Id: MSGrievanceRedressel@macquarie.com
Website: http://www.macquarie.com/in/en/index.htm
Contact Person: Mr. Hari Kishan Movva
SEBI Registration number: INM000010932

Centrum Capital Limited
Centrum House, Vidya Nagari Marg,
CST Road, Kalina, Santacruz (East),
Mumbai - 400 098, India.
Tel: +91 22 4215 9000
Fax: +91 22 4215 9707
Email: nimbus.ipo@centrum.co.in
Investor Grievance Id: igmbd@centrum.co.in
Website: www.centrum.co.in
Contact Person: Mr. Maulik Sanghavi / Ms. Rachna Nawhal
SEBI registration number : INM000010445

Co-Book Running Lead Manager

PNB Investment Services Ltd.
10, Rakesh Deep Building,
Yusuf Sarai Commercial Complex,
Gulmohar Enclave,
New Delhi – 110 049, India
Tel: +91 11 4949 5050
Fax: +91 11 4103 5057
Email: mb@pnbisl.com
Investor Grievance Id: customercare@pnbisl.com
Website: www.pnbisl.com
Contact Person: Mr. Narender Thakran/V. Gujjal
SEBI registration number: INM000011617

For all Issue related queries and for redressal of complaints, investors may also write to the Book Running Lead Managers
and Co-Book Running Lead Manager. All complaints, queries and comments received by SEBI shall be forwarded to the
Book Running Lead Managers and Co-Book Running Lead Manager, who shall respond to the same.

Legal Counsel

Domestic Legal Counsel to our Company
Nishith Desai Associates
Legal and Tax Counseling Worldwide
93-B Mittal Court, Nariman Point,
Mumbai 400 021,
Maharashtra, India.
Tel: +91 22 6669 5000
Fax: +91 22 6669 5001
Email: nda@nishithdesai.com

Domestic Legal Counsel to the BRLMs                        International Legal Counsel to the BRLMs
Trilegal                                                   DLA Piper Singapore Pte. Limited
One Indiabulls Centre, 14th Floor,                         80 Raffles Place,
Tower One, Jupiter Mills,                                  #48-01 UOB Plaza 1,
Elphinstone Road,                                          Singapore 048624.
Mumbai 400 013,                                            Tel: +65 6512 9595
Maharashtra, India                                         Fax: +65 6512 9500
Tel: +91 22 4079 1000
Fax: +91 224079 1098
Email: icm@trilegal.com




                                                           15
Registrar to the Issue
Karvy Computershare Private Limited
Plot nos.17-24, Vittal Rao Nagar, Madhapur,
Hyderabad – 500 081.
Andhra Pradesh, India.
Toll free no.: 1-800-345-4001
Tel: +91 40 2342 0815- 28
Fax: +91 40 2343 1551
E-mail: nimbusipo@karvy.com
Website: www.karvy.com
Contact Person: Mr. Murali Krishna
SEBI Registration No: INR000000221

Bankers to the Issue/ Escrow Collection Bank

[●]

Refund Banker(s)

[●]

Syndicate members

[●]

Self Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSB for the ASBA process are provided on
http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSBs collecting the ASBA Bid cum
Application Form, please refer to the above mentioned SEBI link.

Auditors to our Company
Deloitte Haskins & Sells
Chartered Accountants,
‘Heritage’, 3rd Floor,
Near Gujarat Vidyapith,
Off Ashram Road,
Ahmedabad – 380 014
Gujarat, India.
Tel: +9179 2758 2542
Fax: +91 79 2758 2551
Email: udayneogi@deloitte.com

Bankers to our Company

Punjab National Bank
Large Corporate Branch,
Centenary Building,
28 MG Road,
Bangalore 560 001
Karnataka, India.
Tel:+91 80 2558 1861
Fax: + 91 80 2558 2515
Contact person: Mr. S Guha Roy
Email: dgmlcb@yahoo.co.in
Website: http://www.pnbindia.com

Indian Bank
210, Mittal Tower B Wing,
Nariman Point,
Mumbai - 400 021,
Maharashtra, India.
Tel:+91 22 2287 0318

                                                    16
Fax:+9122 2204 5290
Contact person: Mr. Pradip D Mopkar
Email: narimanpoint@indianbank.co.in
Website: http://www.indianbank.co.in

Oriental Bank of Commerce
M.G.Seva Trust Building,
S.V.Road,
Bandra (West ),
Mumbai - 400 050,
Maharashtra, India.
Tel:+ 91 22 2634 8787
Fax:+ 91 22 2643 8789
Contact person: Mr. T. R. Lakhani
Email: bm1045@obc.co.in
Website: https://www.obcindia.co.in

Union Bank of India
Nariman Point Branch, (MMO)
239, Vidhan Bhavan Marg,
Nariman Point,
Mumbai - 400 021.
Maharashtra, India.
Tel:+91 22 2289 2060
Fax:+91 22 2283 1594/ 2202 4033
Contact person: Mr. Ravi Kumar Gupta
Email: ravigupta@unionbankofindia.com
Website: http://www.unionbankofindia.co.in/

Monitoring Agency

As this is an Issue for less than Rs. 5,000 million, there is no requirement for the appointment of a monitoring
agency.

Experts

Except the report of [●] in respect of the IPO grading of this Issue annexed herewith, our Company has not obtained
any expert opinions.

The above expert has provided its written consent to act as an “expert” to this Issue. The certificate and the opinion
stated above form a part of the section titled “Material Contracts and Documents for Inspection” on page 279 of
this Draft Red Herring Prospectus.

Statement of Inter se Allocation of Responsibilities for the Issue

The following table sets forth the distribution of responsibility and coordination for various activities of the
BRLMs and Co-BRLM:

  Sr.
                                         Activities                                  Responsibility    Coordinator
  No.
   1      Capital structuring with the relative components and formalities such        Edelweiss,
          as composition of debt and equity, type of instruments, etc.                 Macquarie
                                                                                        Capital,         Edelweiss
                                                                                       Centrum,
                                                                                        PNBISL
   2      Due diligence of the Company’s operations/ management/business               Edelweiss,
          plans/ legal etc. Drafting and design of the Red Herring Prospectus and      Macquarie
          of statutory advertisement including memorandum containing salient            Capital,         Edelweiss
          features of the Prospectus. Drafting of MD&A and Industry section of         Centrum,
          the Prospectus                                                                PNBISL




                                                          17
  Sr.
                                             Activities                                 Responsibility   Coordinator
  No.
   3       Drafting and approval of all publicity material other than statutory           Edelweiss,
           advertisement as mentioned in (2) above including corporate                    Macquarie
                                                                                                          Macquarie
           advertisement, brochure, corporate films etc.                                   Capital,
                                                                                                           Capital
                                                                                          Centrum,
                                                                                           PNBISL
    4      Appointing Intermediaries and Agencies:                                                        Printer &
                                                                                                         Registrar -
                                                                                                         Edelweiss
                                                                                          Edelweiss,
                                                                                                         Advertising
                                                                                          Macquarie
                                                                                                          Agency -
                                                                                           Capital,
                                                                                                         Macquarie
                                                                                          Centrum,
                                                                                                           Capital
                                                                                           PNBISL
                                                                                                         Bankers to
                                                                                                         the Issue –
                                                                                                          Centrum
    5      International institutional marketing of the Issue, which will cover,
           inter alia,                                                                    Edelweiss,
                                                                                          Macquarie
           – Preparing road show presentation and frequently asked questions;                             Macquarie
                                                                                           Capital,
           – Finalizing the list and division of investors for one to one                                  Capital
                                                                                          Centrum,
                 meetings; and
                                                                                           PNBISL
           – Finalizing road show schedule and investor meeting schedules
    6      Domestic institutional marketing of the Issue, which will cover, inter         Edelweiss,
           alia,                                                                          Macquarie
           – Finalizing the list and division of investors for one to one                  Capital,       Edelweiss
                 meetings; and                                                            Centrum,
           – Finalizing road show schedule and investor meeting schedules                  PNBISL
    7      Non-Institutional & Retail Marketing of the Offer, which will cover,
           inter alia,
           – Formulating marketing strategies, preparation of publicity budget;           Edelweiss,
           – Finalizing Media and PR strategy;                                            Macquarie
           – Finalizing centres for holding conferences for brokers etc.;                  Capital,       Centrum
           – Finalizing collection centres; and                                           Centrum,
           – Follow-up on distribution of publicity and Offer material                     PNBISL
                 including form, prospectus and deciding on the quantum of the
                 Offer material
    8      Managing the book, coordinating with Stock Exchanges, pricing and              Edelweiss,
           allocation to the QIB Bidders and post bidding activities including            Macquarie
           managing of Escrow Accounts, coordinating non-institutional                     Capital,       Centrum
           allocation, intimating allocation and dispatching of refunds to the            Centrum,
           Bidders.                                                                        PNBISL
    9      The Post Issue activities for the Issue will involve essential follow up
           steps, which include the finalisation of basis of allotment, dispatch of
                                                                                          Edelweiss,
           refunds, demat and delivery of shares, finalisation of listing and trading
                                                                                          Macquarie
           of instruments with the various agencies connected with the work such
                                                                                           Capital,       Centrum
           as the Registrar(s) to the Issue and Escrow Collection Banks. (The
                                                                                          Centrum,
           BRLMs shall be responsible for ensuring that these agencies fulfill
                                                                                           PNBISL
           their functions and enable it to discharge this responsibility through
           suitable agreements with our Company)

The post issue activities of the Issue will involve essential follow up steps, which include finalising of trading and
dealing instruments and dispatching of certificates and demat delivery of shares, with the various agencies
connected with the work such as Registrars to the Issue, Bankers to the Issue and the bank handling the refunds
business. The BRLMs and Co-BRLM shall be responsible for ensuring that these agencies fulfil their functions and
enable them to discharge this responsibility through suitable agreements with our Company.

Credit Rating

As the Issue is of Equity Shares only, credit rating is not required.



                                                               18
IPO Grading

Pursuant to the SEBI ICDR Regulations, this Issue has been graded by [●] and has been assigned a grade of [●]/5
indicating [●]. The IPO Grading is assigned on a five point scale from 1 to 5, with IPO Grade 5/5 indicating strong
fundamentals and IPO Grade 1/5 indicating poor fundamentals. For details in relation to the rationale furnished by [●],
see the “Annexure I” on page 284 of this Draft Red Herring Prospectus.

Trustees

As the Issue is of Equity Shares only, the appointment of trustees is not required.

Appraising Entity

The objects of the Issue have not been appraised by any agency. The objects of the Issue and the means of finance are
therefore based on the internal estimates of the management of our Company.

Book Building Process

“Book building” refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus,
the Bid cum Application Forms and the ASBA Bid cum Application Forms. The Issue Price shall be determined by our
Company and the Selling Shareholders, in consultation with the Book Running Lead Managers and Co-Book Running
Lead Manager, after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:

1.   Our Company;
2.   The Selling Shareholders;
3.   The Book Running Lead Managers;
4.   Co-Book Running Lead Manager,
5.   Syndicate Members who are intermediaries registered with SEBI or registered as brokers with any of the Stock
     Exchanges and eligible to act as underwriters;
6.   Registrar to the Issue;
7.   Escrow Collection Banks;
8.   Refund Bankers to the Issue; and
9.   SCSBs.

The Issue is being made under sub-regulation (2) (a) (i) and (2) (b) (i) of Regulation 26 of the SEBI ICDR Regulations,
and through the Book Building Process, wherein atleast 50% of the Issue shall be allocated on a proportionate basis to
QIB Portion. Provided that our Company may allocate up to 30% of the QIB portion to the Anchor Investors on
discretionary basis (“Anchor Investor Portion”). At least one-third of the Anchor Investor Portion shall be available for
allocation to domestic Mutual Funds only. If atleast 50% of the Issue cannot be allocated to the QIBs then the entire
application money will be refunded forthwith. Further, not less than 35% of the Issue shall be available for allocation
on a proportionate basis to Retail Individual Bidders and not less than 15% of the Issue shall be available for allocation
on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.

Allocation to Anchor Investors shall be on a discretionary basis subject to minimum number of two Anchor Investors.
An Anchor Investor shall make a minimum Bid of such number of Equity Shares that the Bid Amount is at least Rs.
100 million. Further, Anchor Investors shall pay the Bid Amount at the time of submission of the Bid cum Application
Form to the Book Running Lead Managers and Co- Book Running Lead Manager.

In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares shall be
added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to
Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to
QIBs, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand
from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the
Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIBs in proportion to
their Bids.

In accordance with the SEBI ICDR Regulations, QIBs bidding in the Net QIB Portion are not allowed to
withdraw their Bids after the Bid/Issue Closing Date.

Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI for
this Issue. In this regard, our Company and Selling Shareholders have appointed the Book Running Lead Managers
and Co- Book Running Lead Managers to manage the Issue and procure subscriptions to the Issue. The Selling
Shareholders confirm that they will comply with SEBI ICDR Regulations and any other directions issued by SEBI as

                                                             19
     applicable to the Selling Shareholders in relation to the Equity Shares offered by the Selling Shareholders under the
     Offer for Sale.

     The process of book building under the SEBI ICDR Regulations is subject to change. Investors are advised to
     make their own judgment about investment through this process prior to submitting a Bid or Application in
     the Issue.

     Illustration of Book Building Process and the Price Discovery Process
     (Investors should note that the following example is solely for the purpose of illustration and is not specific to the
     Issue)

     Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 20 to Rs. 24 per share,
     an issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table
     below, the illustrative book would be as given below. A graphical representation of the consolidated demand and
     price would be made available at the NSE and BSE websites during the bidding period. The illustrative book as
     shown below indicates the demand for the shares of the issuer company at various prices and is collated from bids
     from various investors.

           Bid Quantity              Bid Price (Rs.)              Cumulative Quantity                    Subscription
                500                        24                            500                                16.67%
               1,000                       23                           1,500                               50.00%
               1,500                       22                           3,000                              100.00%
               2,000                       21                           5,000                              166.67%
               2,500                       20                           7,500                              250.00%

     The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the
     desired number of shares is the price at which the book cuts off, i.e., Rs. 22 in the above example.

     The Issuer and the Selling Shareholders, in consultation with the Book Running Lead Managers and Co-Book
     Running Lead Manager, will finalise the issue price at or below such cut-off, i.e., at or below Rs. 22. All bids at or
     above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories.

     Steps to be taken by the Bidders for Bidding:

1.   Check eligibility for making a Bid. For further details, see the section titled “Issue Procedure” on page 224.
2.   Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
     Application Form or the ASBA Bid cum Application Form, as the case may be;
3.   Ensure that the Bid cum Application Form or ASBA Bid cum Application Form is duly completed as per the
     instructions given in the Red Herring Prospectus and in the respective forms;
4.   Ensure that you have mentioned your PAN in the Bid cum Application Form or ASBA Bid cum Application Form
     (see the section titled “Issue Procedure” on page 224);
5.   Ensure the correctness of your Demographic Details (as defined in the section titled “Issue Procedure – Bidder’s
     Depository Account and Bank Details” on page 236), given in the Bid cum Application Form or ASBA Bid cum
     Application Form, with the details recorded with your Depository Participant;
6.   Bids by ASBA Bidders will only have to be submitted to the SCSBs at the Designated Branches. ASBA Bidders
     should ensure that their bank accounts have adequate credit balance at the time of submission to the SCSB to ensure
     that their ASBA Bid cum Application Form is not rejected; and
7.   Bids by QIBs (including Anchor Investors) will only have to be submitted to members of the Syndicate.

     Bid/Issue Programme

         BID/ISSUE OPENS ON                                                                      [●]#
         BID/ISSUE CLOSES ON                                                                     [●]##
     #
      Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/Issue date shall be one Working Day
     prior to Bid/ Issue Opening Date.
     ##
       Our Company may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date.

     Our Company may consider participation by the Anchor Investors for upto 30% of the QIB Portion to Anchor
     Investors at the Anchor Investor Price on a discretionary basis, subject to a minimum of two Anchor Investors in
     accordance with SEBI ICDR Regulations on the Anchor Investor Bidding Date. For details see section titled “Issue
     Procedure” on page 224 of this Draft Red Herring Prospectus.

     Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)
                                                                20
during the Bidding Period as mentioned above at the Bidding Centres mentioned on the Bid cum Application Form
or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs, except that on the Bid/Issue
Closing Date, Bids shall be accepted only between 10.00 A.M. and 3.00 P.M. (Indian Standard Time) and
uploaded until (i) 4.00 P.M. in case of Bids by QIBs bidding in the Net QIB Portion, Non-Institutional Bidders where
the Bid Amount is in excess of Rs.100,000 and (ii) until 5.00 P.M in case of Bids by Retail Individual Bidders, where
the Bid Amount is up to Rs.100,000 which may be extended up to such time as deemed fit by the Stock Exchanges
after taking into account the total number of applications received up to the closure of timings and reported by Book
Running Lead Managers and Co-Book Running Lead Manager, to the Stock Exchanges within half an hour of such
closure. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders,
except Anchor Investors, are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any
case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders other than Anchor
Investors are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is
typically experienced in public offerings in India, which may lead to some Bids not being uploaded due to lack of
sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation under this Issue. If
such Bids are not uploaded our Company, the Selling Shareholders, BRLMs and Co-BRLM shall not be responsible.
Bids by ASBA Bidders shall be uploaded only by SCSBs in the electronic system to be provided by the BSE and the
NSE. Bids will only be accepted on Working Days.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid form,
for a particular Bidder, the details as per physical application form of that Bidder may be taken as the final data for
the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained
in the physical or electronic Bid cum Application Form submitted through the ASBA process, for a particular ASBA
Bidder, the Registrar to the Issue shall ask for rectified data from the SCSBs.

On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids
received from the Retail Individual Bidders after taking into account the total number of Bids received up to the
closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs and Co-
BRLM to the Stock Exchange within half an hour of such closure.

Our Company and the Selling Shareholders, in consultation with the BRLMs and Co-BRLM, reserve the right to
revise the Price Band during the Bidding Period in accordance with the SEBI ICDR Regulations. The Cap Price shall
be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity
Shares. Subject to compliance with the immediately preceding sentence, the Floor Price can move up or down to the
extent of 20% of the Floor Price advertised at least two Working Days before the Bid/ Issue Opening Date.

In case of revision in the Price Band, the Bidding Period will be extended for at least three additional Working
Days after revision of the Price Band, subject to the Bidding Period not exceeding a total of 10 Working Days.
Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by
notification to the BSE and the NSE, by issuing a press release, and also by indicating the change on the
website of the BRLMs, Co-BRLM and at the terminals of the members of the Syndicate.

Withdrawal of the Issue

Our Company and/or the Selling Shareholders, in consultation with the Book Running Lead Managers and Co-Book
Running Lead Manager, if required in terms of their engagement letters, reserve the right not to proceed with the Issue
in accordance with SEBI ICDR Regulations. Provided, if our Company withdraws the Issue after the Bid/Issue
Closing Date but before Allotment, we will give the reason thereof within two days of the Bid/Issue Closing Date by
way of a public notice in the same newspapers where the pre-Issue advertisement had appeared. The Stock Exchanges
shall also be informed promptly. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final
listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and (ii) the
final RoC approval of the Prospectus after it is filed with the RoC. In terms of the SEBI ICDR Regulations, QIB
Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date.

Underwriting Agreement

After the determination of the Issue Price and allocation of our Equity Shares but prior to filing of the Prospectus with
the RoC, our Company and the Selling Shareholders confirm that they will enter into an Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be offered through this Issue. It is proposed that pursuant to
the terms of the Underwriting Agreement, the BRLMs and Co-BRLM shall be responsible for bringing in the amount
devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of
the Underwriting Agreement, the obligations of the Underwriters are subject to certain conditions to closing, as
specified therein.


                                                            21
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)

                                                                      Indicative Number of Equity              Amount Underwritten
Name and Address of the Underwriters
                                                                       Shares to be Underwritten                 (In Rs. million)
[●]                                                                                 [●]                                [●]
[●]                                                                                 [●]                                [●]
[●]                                                                                 [●]                                [●]

The above mentioned amount is indicative and will be finalized after determination of the Issue Price and finalization
of the section titled “Basis of Allotment” as described in the section titled “Issue Procedure” on page 245 of this Draft
Red Herring Prospectus.

In the opinion of our Board and the Selling Shareholders (based on certificates dated [●] given to them by the BRLMs,
Co-BRLM and the Syndicate Members), the resources of the Underwriters are sufficient to enable them to discharge
their respective underwriting obligations in full. The above-mentioned Underwriters are registered with SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges. The above Underwriting
Agreement dated [●] has been accepted by the Board and the Selling Shareholders has issued letters of acceptance to the
Underwriters.

Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to
the Equity Shares allocated to investors procured by them. In the event of any default, the respective Underwriters in
addition to other obligations to be defined in the Underwriting Agreement, will also be required to procure/subscribe to
the extent of the defaulted amount in accordance with the Underwriting Agreement, except in cases where the allocation
to QIBs is less than 50% of the net Issue, in which case the entire subscription monies will be refunded.




                                                                     22
                                                                                       Capital Structure

           Our share capital as on the date of filing of this Draft Red Herring Prospectus is set forth below.
                                                                                                                                          (Rs. in million except share data)
           Particulars                                                                                                 Aggregate nominal value Aggregate value at Issue
                                                                                                                                                             Price
           A. Authorised share capital
           95,000,000 Equity Shares of Rs. 10 each                                                                                    950
           5,000,000 preference shares of Rs. 10 each                                                                                 50

           B. Issued, Subscribed and paid-up capital before the Issue
           61,501,870 Equity Shares                                                                                                 615.02

           C. Present Issue in terms of this Draft Red Herring Prospectus (a)
           Issue of: 22,050,000 Equity Shares                                                                                       220.50                                  [●]

           Comprising:
            Fresh Issue of 14,040,000 Equity Shares                                                                                 140.40                                  [●]
            Offer for Sale of 8,010,000 Equity Shares (b)                                                                            80.10                                  [●]

           Of which:
                QIB Portion of at least 11,025,000 Equity Shares (c)                                                                110.25                                  [●]
                  Out of which Mutual Fund Portion of at least 551,250 Equity Shares (c)                                             5.51                                   [●]
                Non-Institutional Portion of not less than 3,307,500 Equity Shares (d)                                               33.08                                  [●]
                Retail Portion of not less than 7,717,500 Equity Shares (d)                                                          77.17                                  [●]

           D. Equity Share capital after the Issue
           75,541,870 Equity Shares                                                                                                 755.41                                  [●]

           E. Share premium account
           Before the Issue                                                                                                       8,479.91
           After the Issue*                                                                                                                                                 [●]
           * The securities premium account will be determined after completion of the Book Building Process and determination of the Issue Price.

     (a)
           The Issue has been authorised by a circular resolution passed by our Board dated March 25, 2010 and special resolution passed pursuant to section 81(1A) of the Companies Act
           at the extraordinary general meeting of the shareholders of our Company held on March 29, 2010.
     (b)
           Each of Americorp Ventures Limited, CSI BD (Mauritius) and Funderburk Enterprises Limited have been authorised transfer of Equity Shares as the Offer for Sale
           pursuant to resolutions dated September 22, 2010, March 26, 2010 and September 23, 2010 respectively passed by their board of directors. The Individual Selling
           Shareholders namely Mr. Purshotamdas Naraindas Budhrani and Mr. Harichandra Naraindas Budhrani have given their consent to participate in the Offer for Sale. The
           Selling Shareholders are offering 8,010,000 Equity Shares aggregating Rs.[●] million, which have been held for a period of at least one year (either as Equity Shares or
           as convertible instruments) prior to the date of filing of the Draft Red Herring Prospectus with SEBI and, hence, are eligible for being offered for sale.
     (c)
           Our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic
           Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors. In the event of
           under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation
           on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids
           being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares
           available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIBs in proportion to their Bids. Further, attention of
           all QIBs bidding under the Net QIB Portion is specifically drawn to the following: QIBs will not be allowed to withdraw their Bid cum Application Forms after Bid/Issue
           Closing Date; In the event of under-subscription in the Mutual Fund Portion, the unsubscribed portion would be added to the balance of the Net QIB Portion for allocation on a
           proportionate basis to the QIBs bidding in the Net QIB Portion.
     (d)
           Under-subscription, if any, in the Non-Institutional Portion and the Retail Portion would be allowed to be met with spill-over from other categories or a combination of
           categories, at the sole discretion of our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, Co-Book Running Lead Manager and
           Designated Stock Exchange.

           Changes in the Authorised Capital

1.         The authorized share capital of our Company was increased from Rs. 100,000 divided into 10,000 Equity Shares of Rs. 10
           each to Rs.60,000,000 divided into 6,000,000 Equity Shares of Rs. 10 each through a resolution passed by the
           shareholders of our Company at an extraordinary general meeting held on April 4, 1994.

2.         The authorized share capital of our Company was further increased from Rs. 60,000,000 to Rs. 300,000,000 divided
           into 30,000,000 Equity Shares of Rs. 10 each through a resolution passed by the shareholders of our Company at an
           extraordinary general meeting held on January 4, 2000.




                                                                                                   23
3.     Each Equity Share of our Company of Rs. 10 each was split into two equity shares of Rs. 5 each, without any change
       in the aggregate authorised share capital, through a resolution passed by the shareholders of our Company at an
       extraordinary general meeting held on August 9, 2000.

4.     The authorized share capital of our Company was further increased from Rs. 300,000,000 to Rs. 500,000,000 divided
       into 100,000,000 equity shares of Rs. 5 each through a resolution passed by the shareholders of our Company at an
       extraordinary general meeting held on June 29, 2005.

5.     The authorized share capital of our Company was consolidated as follows: every two equity shares of Rs. 5 each were
       consolidated into one Equity Share of Rs. 10. Further, the authorised share capital of our Company was increased
       from Rs. 500,000,000 to Rs. 650,000,000 divided into 65,000,000 Equity Shares of Rs. 10 each, through a resolution
       passed by the shareholders of our Company at a general meeting held on June 26, 2007.

6.     The authorized share capital of our Company was further increased from Rs. 650,000,000 to Rs. 1,000,000,000
       divided into 100,000,000 Equity Shares of Rs. 10 each through a resolution passed by the shareholders of our
       Company at an extraordinary general meeting held on February 11, 2008.

7.     The authorised share capital was reclassified into 100,000,000 shares of Rs. 10 each, whether in the nature of Equity
       Shares or preference shares having such right as may be determined from time to time by the Board through a
       resolution passed by the shareholders of our Company at an extraordinary general meeting held on April 20, 2009.

8.     The authorised share capital was further reclassified as Rs.1,000,000,000 divided into 95,000,000 Equity Shares of
       Rs.10 each and 5,000,000 non cumulative preference shares of Rs.10 each through a resolution passed by the
       shareholders of our Company at an extraordinary general meeting held on February 11, 2010.


     Share capital history of our Company:


                       a) Equity Share capital

                               The following is the history of the Equity Share capital of our Company:


                                             Face     Issue                       Mode of
                                            value     Price      Nature of      acquisition                                   Cumulative
  Date of                                                                                                        Cumulative
                Name of the      No. of       per      per    consideration    (preferential      Cumulative                    Equity
   issue/                                                                                                        number of
                  allottee       Equity     Equity   Equity    (cash / other     allotment,       Equity Share                  Share
 Allotment                                                                                                         Equity
                                 Shares     Share    Share      than cash)     transfer, gift,   premium (Rs.)                  capital
                                                                                                                   Shares
                                             (Rs.)    (Rs.)                      bonus etc)                                      (Rs.)

     June 30,    Mr. Harish        150        10       10         Cash         Subscription           Nil           150         1,500
       1987       Thawani                                                         to the
                                                                               Memorandum
                Ms. Shobha         105        10       10                           of                Nil           255         2,550
                  Harish                                                        Association
                 Thawani
                Dr. Akash          150        10       10                                             Nil           405         4,050
                 Chandra
                 Khurana
                Ms. Meera          60         10       10                                             Nil           465         4,650
                 Khurana
                 Mr. Irfaan         5         10       10                                             Nil           470         4,700
                   Khan
                Mr. Anupam          5         10       10                                             Nil           475         4,750
                Pushkar Kher

                Mr. Sumedh         25         10       10                                             Nil           500         5,000
                   Shah




                                                                   24
                                               Face        Issue                         Mode of
                                              value        Price        Nature of      acquisition                                          Cumulative
Date of                                                                                                                     Cumulative
               Name of the        No. of        per         per      consideration    (preferential       Cumulative                          Equity
issue/                                                                                                                      number of
                 allottee         Equity      Equity      Equity      (cash / other     allotment,        Equity Share                        Share
Allotment                                                                                                                     Equity
                                  Shares      Share       Share        than cash)     transfer, gift,    premium (Rs.)                        capital
                                                                                                                              Shares
                                               (Rs.)       (Rs.)                        bonus etc)                                             (Rs.)
December       Mr. Harish          7,500        10          10           Cash          Preferential            Nil              8,000         80,000
 7, 1988       Kanayalal                                                                 allotment
                Thawani
December      Ms. Shobha           2,000         10         10           Cash           Preferential           Nil             10,000         100,000
 7, 1988         Harish                                                                  allotment
                Thawani
  August       Mr. Harish        3,150,105       10          -       Consideration     Bonus issue             Nil            3,160,105      31,601,150
 10, 1994      Kanayalal                                              other than           out of
                Thawani                                                 Cash            revaluation
              Ms. Shobha         839,895         10          -                        reserve in the           Nil            4,000,000      40,000,000
                 Harish                                                                   ratio of
                Thawani                                                                   399:1(1)
December       Mr. Harish        1,579,000       10          -       Consideration     Bonus issue             Nil            5,579,000      55,790,000
31, 1997       Kanayalal                                              other than      out of general
                Thawani                                                 Cash          reserve in the
              Ms. Shobha         421,000         10          -                        ratio of 1:2 (2)         Nil            6,000,000      60,000,000
                 Harish
                Thawani
January       Paramount (3)     12,000,000       10          -       Consideration      Preferential           Nil           18,000,000     180,000,000
10, 2000                                                              other than         allotment
                                                                        Cash
    Sub division of 18,000,000 Equity Share of Rs. 10 each into two equity shares of Rs. 5 each resulting into 36,000,000 equity shares of Rs. 5each.(4)
October        Transatlantic    4,285,714        5          70            Cash           Preferential       278,571,410        40,285,714     201,428,579
25, 2001       Corporation                                                                allotment
January       Aggregate of        95,100         5           5           Cash           Allotment         278,571,410        40,380,814     201,904,070
11, 2002      30 employees                                                            pursuant to an
                  of our                                                                employee
                Company                                                                stock option
                                                                                          scheme
                                                                                       during 2002
                                                                                             (5)


December      Aggregate of        98,300         5           5           Cash           Allotment         278,571,410        40,479,114     202,395,570
31, 2002      28 employees                                                            pursuant to an
                  of our                                                                employee
                Company                                                                stock option
May 21,       Aggregate of        49,500         5           5           Cash             scheme          278,571,410        40,528,614     202,643,070
2003          24 employees                                                             during 2002
                  of our                                                                 to 2005(5)
                Company
July 8,       Aggregate of        37,800         5           5           Cash                             278,571,410        40,566,414     202,832,070
2003         two employees
                  of our
                Company
March 2,      Aggregate of        57,200         5         7.23          Cash                             278,698,966        40,623,614     203,118,070
2005               four
              employees of
              our Company
June 24,     One employee         26,200         5         7.23          Cash                             278,757,392        40,649,814     203,249,070
2005              of our
                Company
August 5,       3i Sports       24,389,888       5        80.85          Cash           Preferential     2,128,730,397       65,039,702     325,198,510
2005              Media                                                                  allotment
               (Mauritius)
                Limited(6)

                    Buy back of 110,150 Equity Shares of Rs. 5 each from its employees at a price of Rs. 80.85 per Equity Share.(7)
January       Funderburk       177,081         5       194.83          Cash          Preferential       2,153,990,805      65,106,633       325,533,165
11, 2007      Enterprises                                                             allotment
               Limited
January         3i Sports        59,027          5        194.83         Cash           Preferential     2,165,195,900       65,165,660     325,828,300
11, 2007         Media                                                                   allotment
               (Mauritius)
                Limited
              (formerly 3i
               (Mauritius)
              Investments
                    2
              Technologies
                Limited)


                                                                           25
                                                       Face         Issue                              Mode of
                                                      value         Price          Nature of         acquisition                                                 Cumulative
Date of                                                                                                                                        Cumulative
                 Name of the           No. of           per          per        consideration       (preferential         Cumulative                               Equity
 issue/                                                                                                                                        number of
                   allottee            Equity         Equity       Equity        (cash / other        allotment,          Equity Share                             Share
Allotment                                                                                                                                        Equity
                                       Shares         Share        Share          than cash)        transfer, gift,      premium (Rs.)                             capital
                                                                                                                                                 Shares
                                                       (Rs.)        (Rs.)                             bonus etc)                                                    (Rs.)
January           CSI BD           47,221                5         194.83  Cash                              2,174,159,863
                                                                                                     Preferential               65,212,881                       326,064,405
11, 2007         (Mauritius)                                                                           allotment
June 2,          Ms. Shobha           1            5          195          Cash                              2,174,160,053
                                                                                                     Preferential               65,212,882                       326,064,410
2007               Harish                                                                              allotment
                  Thawani
                   Consolidation of equity shares of Rs. 5 each into one Equity Share of Rs. 10 resulting into 32,606,441 Equity Shares.(8)
February        Funderburk          1,751,656           10        351.87             Cash           Conversion of        2,772,998,690          34,358,097       343,580,970
9, 2010         Enterprises                                                                            CCPS
                 Limited(9)
February        Funderburk          15,761,311          10        216.71             Cash           Conversion of        6,031,019,286          50,119,408       501,194,080
9, 2010         Enterprises                                                                            CCDs
                 Limited (9)
February         3i Sports                              10        354.07             Cash           Conversion of        6,394,046,855          51,174,506       511,745,060
9. 2010            Media             1,055,098                                                         CCPS
                (Mauritius)
                 Limited(9)
February         3i Sports                              10        215.82             Cash           Conversion of        7,479,801,692          56,449,770       564,497,700
9. 2010            Media             5,275,264                                                         CCDs
                (Mauritius)
                 Limited(9)
February          CSI BD                                10        375.27             Cash           Conversion of        7,628,762,450          56,857,580       568,575,800
9. 2010         (Mauritius)           407,810                                                          CCPS
                      (9)

February         CSI BD                                 10        222.38             Cash           Conversion of        8,498,623,145          60,953,355       609,533,550
9. 2010         (Mauritius)          4,095,775                                                         CCDs
                      (9)

February         Mr. Harish                             10        348.38             Cash           Conversion of        8,593,227,764          61,232,936       612,329,360
9. 2010          Kanayalal            279,581                                                          CCPS
                 Thawani (9)
March              Brand              268,934           10        446.20             Cash            Preferential        8,710,536,775          61,501,870       615,018,700
25, 2010           Equity                                                                             allotment
                  Treaties
                 Limited(10)
Total                               61,501,870                                                                           8,710,536,775          61,501,870       615,018,700

   (1)
           Issued pursuant to the resolution passed at the extraordinary general meeting held on August 9, 1994.
   (2)
           Issued pursuant to the resolution passed at the extraordinary general meeting held on December 28, 1997.
   (3)
           The allotment was made by our Company to Paramount (formally known as “Nimbus Creative Corporation Limited”) as consideration in lieu of cash pursuant
           to an agreement entered into in September, 1999 between our Company and Paramount under which Paramount transferred its business to our Company at a
           book value of Rs. 120,000,000.
   (4)
           Sub division of Equity Share of Rs. 10 each into two equity shares of Rs. 5 each pursuant to the resolution passed at the extraordinary general meeting held on
           August 9, 2000.
   (5)
           Issued pursuant to the resolution passed at the extraordinary general meeting held on September 29, 1999.
   (6)
           Allotment of 24,389,888 to 3i Sports Media (Mauritius) Limited pursuant to share subscription and shareholders agreement dated August 4, 2005 between 3i
           Sports Media (Mauritius) Limited (formerly known as ‘3i (Mauritius) Investments 2 Technologies Limited’), our Company, Mr. Harish Kanayalal Thawani, Ms.
           Shobha Harish Thawani and Paramount (formerly known as ‘Nimbus Creative Corporation Limited’). For the details of the Share Subscription and
           Shareholders’ Agreement see section titled “History and Certain Corporate Matters” on page 100 of the Draft Red Herring Prospectus.
   (7)
           On December 19, 2005, our Company performed a buy back of 110,150 Equity Shares of Rs. 5 each of its employees at a price of Rs. 80.85 per Equity Share.
           Consequent to the buy back, the issued share capital was reduced from 24,389,888 Equity Shares of Rs. 5 each to 24,279,738 Equity Shares of Rs. 5. The buy
           back was authorised by the shareholders of our Company through a resolution in a general meeting held on September 30, 2005. A portion, Rs. 2,120,423,074, of
           the aggregate buy back price in excess of the face value amount of the Equity Shares was paid out of the securities premium amount.
   (8)
           Consolidation of equity shares of Rs. 5 each into one Equity Share of Rs. 10 each pursuant to the resolution passed at the extraordinary general meeting held on
           June 26, 2007. Further, out of fractional equity shares arising out of consolidation 2 Equity Shares were allotted to Ms. Shobha Harish Thawani.
   (9)
           28,626,495 Equity Shares of Rs.10 each were allotted on February 09, 2010 pursuant to conversion of CCPS and CCDs. Our Company filed revised e-form 2
           with the Ministry of Corporate Affairs on July 27, 2010 pursuant to a calculation error in the number of Equity Shares to be allotted on conversion of CCPS and
           CCDs.
   (10)
           Allotment pursuant to Subscription Agreement between our Company, Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani, Paramount, Brand Equity
           Treaties Limited dated March 9, 2010. For the details of the share subscription and shareholders’ agreement see section titled “History and Certain Corporate
           Matters” on page 100 of the Draft Red Herring Prospectus.




                                                                                      26
                           b) Preference share capital

                        The following is the history of the compulsorily convertible preference share capital of our Company:

                                                                                                   Mode of
                                                                                                                                                        Cumulative
                                                                                                  acquisition
       Date of                            No. of                   Issue     Consideration                                                Cumulative    preference
                     Name of the                        Face                                     (preferential        Cumulative
        Issue/                          preference                 price     in cash/ other                                                 no. of         share
                       allottee                         value                                     allotment,        share premium
      Allotment                           Shares                   (Rs.)       than cash                                                    CCPS          capital
                                                                                                  gift, bonus
                                                                                                                                                           (Rs.)
                                                                                                      etc)

                       Mr. Harish
      March 6,                                                                                    Preferential
                       Kanayalal          217,965         10      446.86          Cash                                 95,220,190          217,965       2,179,650
       2009                                                                                       allotment(1)
                        Thawani
                       Funderburk
      April 20,                                                                                   Preferential
                       Enterprises        539,270         10      446.86          Cash                              330,805,682.20         757,235       7,572,350
       2009                                                                                       allotment(1)
                        Limited
                        3i Sports
      April 20,          Media                                                                    Preferential
                                          555,599         10      446.86          Cash                              573,524,661.34        1,312,834     13,128,340
       2009            (Mauritius)                                                                allotment(1)
                        Limited
                       Funderburk
      April 28,                                                                                   Preferential
                       Enterprises        840,028         10      446.86          Cash                              940,499,293.42        2,152,862     21,528,620
       2009                                                                                       allotment(1)
                        Limited.
                        3i Sports
      April 29,          Media                                                                    Preferential
                                          280,401         10      446.86          Cash                             1062,995,274.28        2,433,263     24,332,630
       2009            (Mauritius)                                                                allotment(1)
                        Limited

      September         CSI BD                                                                    Preferential
                                          342,478         10      446.86          Cash                             1212,610,213.36        2,775,741     27,757,410
       25, 2009        (Mauritius)                                                                allotment(1)


                         Total         2,775,741(2)                                                                1,212,610,213.36       2,775,741     27,757,410

(1)
      Allotment pursuant to Restated and Amended Subscription and Shareholders Agreement dated March 6, 2009 and Supplemental Restated and Amended Subscription
      and Shareholders Agreement dated May 22, 2009 entered between our Company, Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani, Paramount,
      Funderburk Enterprises Limited, 3i Sports Media (Mauritius) Limited and CSI BD (Mauritius). For the details of the agreements see section titled “History and
      Certain Corporate Matters” on page100of the Draft Red Herring Prospectus.
(2)
      All the outstanding 2,775,741 CCPS of Rs.10 each were converted on February 09, 2010 into 3,494,145 Equity Shares of Rs. 10 each.


                              c)     Details of Equity Shares allotted for consideration other than cash

            The following is the list of Equity Shares allotted for consideration other than cash by our Company:


                                                                                                                           Reasons for the issue and benefits
      Date of Issue/
                            Name of the allottee                                          No. of Equity Shares             accrued to our Company
      Allotment


      August 10, 1994       Mr. Harish Kanayalal Thawani                                        3,150,105                   Bonus issue out of revaluation reserve

                            Ms. Shobha Harish Thawani                                            839,895

                            Mr. Harish Kanayalal Thawani                                        1,579,000                     Bonus issue out of general reserve
      December 31,
      1997                  Ms. Shobha Harish Thawani                                            421,000

      January 10,           Paramount                                                           12,000,000                    Acquisition of business of Paramount
      2000

      1.    Promoters and Promoter Group build up, Contribution and lock-in

                        Our Company has two individual Promoters, namely Mr. Harish Kanayalal Thawani and Ms. Shobha
                        Harish Thawani and one corporate Promoter – Paramount.




                                                                                     27
              a)    History of the Equity Share capital held by the Promoters

Name of         Date of        Number of Equity   Face value     Issue/
   the        allotment/           Shares           (Rs.)       transfer          Nature of        Nature of transaction
Promoter       transfer                                        price (Rs.)      consideration
Mr. Harish   June 30, 1987           150             10            10               Cash        Subscription to memorandum
Kanayalal                                                                                       of association
Thawani       July 25, 1987           5              10            10               Cash        Transfer from Mr. Anupam
                                                                                                Kher
             November 12,             25             10            10               Cash        Transfer from Mr. Sumedh
                 1987                                                                           Shah
             November 12,            150             10            10               Cash        Transfer from Dr. Akash
                 1987                                                                           Chandra Khurana
             November 12,             60             10            10               Cash        Transfer from Mrs. Meera
                 1987                                                                           Khurana
              December 7,           7,500            10            10               Cash        Preferential allotment
                 1988
             March 25, 1990           5              10            10               Cash        Acquisition on transfer from
                                                                                                Mr. Irfaan Khan
               August 10,         3,150,105          10             -            Non-Cash       Bonus issue out of revaluation
                  1994                                                                          reserve
              December 31,        1,579,000          10             -            Non-Cash       Bonus issue out of general
                  1997                                                                          reserve
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Raj Kumar Goel
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Dr.
                                                                                                Akash Chandra Khurana
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Sunil Manocha
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Uday SinhWala
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Atul Pandey
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Sudhir Mishra
             January 4, 2000        (100)            10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Kallol Sen
             January 4, 2000        (1,000)          10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Kanayalal Thawani
             January 4, 2000        (1,000)          10             -            Non-Cash       Transfer by way of gift to Ms.
                                                                                                Kamla Thawani
             January 4, 2000        (1,000)          10             -            Non-Cash       Transfer by way of gift to Mr.
                                                                                                Dilip Thawani
              January 10,          (50,000)          10            10               Cash        Transfer to Soex Flora Private
                 2000                                                                           Limited
              February 11,         (40,000)          10            10               Cash        Transfer to Mr. P N Budhrani
                 2000
              February 11,         (10,000)          10            10               Cash        Transfer to Niketan Traders
                 2000                                                                           Private Limited
              February 11,         (14,000)          10            10               Cash        Transfer     to   Mackertich
                 2000                                                                           Consultancy Services Private
                                                                                                Limited
              February 11,         (40,000)          10            10               Cash        Transfer to Becker Traders
                 2000                                                                           Private Limited
              February 22,         (25,000)          10            10               Cash        Transfer to Mr. Hemendra
                 2000                                                                           Sheth
             March 31, 2000         10,000           10            10               Cash        Transfer from Niketan Traders
                                                                                                Private Limited
             March 31, 2000         40,000           10            10               Cash        Transfer from Becker Traders
                                                                                                Private Limited
             March 31, 2000         25,000           10            10               Cash        Transfer from Mr. Hemendra
                                                                                                Sheth
              July 10, 2000         (100)            10             -            Non -Cash      Transfer by way of gift to Mr.
                                                                                                Sanjay Sharma
             August 9, 2000       9,258,400           5             -                 -         Sub division in denomination
                                                                                                of Rs.5/- each
             January 2, 2002      (120,000)           5             -            Non-Cash       Transfer by way of gift to
                                                                                                Dr. Akash Chandra Khurana
             January 2, 2002      (120,000)           5             -            Non -Cash      Transfer by way of gift to
                                                                                                Mr. Sunil Manocha
             May 31, 2002           (5,600)           5            5                Cash        Transfer       to     Vatican
                                                                                                Communication Ltd
               February 3,         (20,000)           5            5                Cash        Transfer to Soex Investments
                  2004                                                                          and Finance Limited


                                                          28
Name of             Date of           Number of Equity           Face value          Issue/
   the            allotment/              Shares                   (Rs.)            transfer            Nature of              Nature of transaction
Promoter           transfer                                                        price (Rs.)        consideration
                 December 19,               (18,500)                   5                5                 Cash             Transfer to Rational Art &
                     2005                                                                                                  Press Private Limited
                 June 26, 2007             4,487,150                  10                -                    -             Consolidation in
                                                                                                                           denomination of Rs.10/- each
                 February 09,              279,581                   10             348.38              Non Cash           Conversion of CCPS
                    2010
Total                                     4,766,731
Ms.              June 30, 1987                105                     10               10                  Cash            Subscription to memorandum
Shobha                                                                                                                     of association
Harish             December 7,                2,000                   10               10                  Cash            Preferential allotment
Thawani               1988
                   August 10,               839,895                   10               Nil              Non-Cash           Bonus issue out of revaluation
                      1994                                                                                                 reserve
                  December 31,              421,000                   10               Nil              Non-Cash           Bonus issue out of general
                      1997                                                                                                 reserve
                 January 4, 2000             (1,000)                  10               10                  Cash            Transfer to Mr. Mavis
                                                                                                                           Monterio
                  January 10,               (50,000)                  10               10                  Cash            Transfer to Mr. Soex Flora
                     2000                                                                                                  Private Limited
                  February 11,              (36,500)                  10               10                  Cash            Transfer to Mr. P N Budhrani
                     2000
                  February 11,               (3,500)                  10               10                  Cash            Transfer to Mr. Rajendra
                     2000                                                                                                  Babani
                  February 11,              (10,000)                  10               10                  Cash            Transfer to Niketan Traders
                     2000                                                                                                  Private Limited
                  February 11,              (14,000)                  10               10                  Cash            Transfer     to    Mackertich
                     2000                                                                                                  Consultancy Services Private
                                                                                                                           Limited
                  February 11,              (40,000)                  10               10                  Cash            Transfer to Wacker Trading
                     2000                                                                                                  Private Limited
                  February 22,              (25,000)                  10               10                  Cash            Transfer to Mr. Hemendra R.
                     2000                                                                                                  Sheth
                  February 22,              (78,000)                  10               10                  Cash            Transfer to Mr. Shashi
                     2000                                                                                                  Agarwal
                 March 31, 2000              25,000                   10               10                  Cash            Transfer from Mr. Hemendra
                                                                                                                           R. Sheth
                 March 31, 2000              10,000                   10               10                  Cash            Transfer from Niketan Traders
                                                                                                                           Private Limited
                 March 31, 2000              40,000                   10               10                  Cash            Transfer      from     Wacker
                                                                                                                           Trading Private Limited
                 August 9, 2000            2,160,000                   5                -                    -             Sub Division in denomination
                                                                                                                           of Rs.5/- each
                 May 31, 2002                (5,600)                   5                5                  Cash            Transfer        to     Vatican
                                                                                                                           Commercial Ltd
                  February 3,               (20,000)                   5                5                  Cash            Transfer to Rational Art &
                     2004                                                                                                  Press Private Limited
                 December 13,               (18,500)                   5                5                  Cash            Transfer to Rational Art &
                     2005                                                                                                  Press Private Limited
                 June 2, 2007                   1                      5               195                 Cash            Preferential Allotment
                 June 26, 2007             1,057,950                  10                -                    -             Consolidation              in
                                                                                                                           denomination of Rs.10/- each
                  July 17, 2007                 2                     10               Nil              Non-Cash           Fractional Shares arising out
                                                                                                                           of consolidation
                                            1,057,952
Paramount          January 10,             12,000,000                 10               10             Consideration        Preferential Allotment
                      2000                                                                           other than cash*
Total                                   17,824,683                 10
  * The allotment was made by our Company to Paramount (then known as ’Nimbus Creative Corporation Limited’) as consideration in lieu of cash pursuant to an
  agreement entered into in September 1999 between our Company and Paramount through which Paramount transferred its business to our Company at a book
  value of Rs. 120,000,000.


            b)          Details of Equity Shares pledged by the Promoters

            Out of the total Equity Shares held by the Promoters, only 300,000 Equity Shares held by Mr. Harish
            Kanayalal Thawani are subject to pledge.

            17,245,102 Equity Shares of our Company as held by Promoters were pledged in favor of Punjab National
            Bank for securing the bank guarantee of Rs. 6,260 million provided to BCCI under BCCI Agreement. The
            pledge on the aforesaid Equity Shares of the Promoters was further required to be extended to Union Bank
            of India and Indian Bank from April 1, 2010 for securing the new bank guarantee of Rs. 20,000 million
            granted to the BCCI for the New BCCI Agreement.

                                                                            29
        Punjab National Bank, Indian Bank and Union Bank of India by letters dated March 31, 2010, April 30,
        2010 and September 28, 2010, 2010 respectively, have released the pledge on the 17,245,102 Equity Shares
        held by the Promoters based on the following conditions:

        a) That the Company and the Promoters agree to re-pledge the Equity Shares within 30 days from the date
           of Allotment in the Issue;
        b) That the Company and the Promoters provide appropriate board resolutions, undertakings and powers of
           attorney in favour of Punjab National Bank, Indian Bank and Union Bank of India for creation of the
           aforesaid pledge of said Equity Shares; and
        c) That the Company makes appropriate disclosure regarding the proposed pledge in the DRHP.

        The authorization for the release of the pledge from Punjab National Bank, Indian Bank and Union Bank of
        India as described above is a specific approval for temporary release of the pledged Equity Shares for the
        purpose of enabling the Issue. The Equity Shares will be pledged to Punjab National Bank and co-pledged
        with Indian Bank and Union Bank of India, as the case may be, as collateral security pursuant to the terms of
        the sanction letter for the purpose of financing one or more objects of the Issue.

              c)   History of the Equity Share capital held by the Promoter Group

                   The following is the history of Equity Share capital as held by the members forming part of the
                   Promoter Group:

 Name of the          Date of    Number of Equity       Face value      Issue/ transfer
member of the       allotment/       Shares               (Rs.)           price (Rs.)       Nature of         Nature of transaction
  Promoter           transfer                                                             consideration
   Group
Mr. Kanayalal       January 4,          1,000                 10              10           Non-Cash         Acquisition by way of gift
  Thawani             2000                                                                                  from Mr. Harish Kanayalal
                                                                                                                     Thawani
 Ms. Kamla          January 4,          1,000                 10              10           Non-Cash         Acquisition by way of gift
  Thawani             2000                                                                                  from Mr. Harish Kanayalal
                                                                                                                     Thawani
  Mr. Dilip         January 4,          1,000                 10              10           Non-Cash         Acquisition by way of gift
  Thawani             2000                                                                                  from Mr. Harish Kanayalal
                                                                                                                     Thawani
  Mr. Mavis         January 4,          1,000                 10              10              Cash          Transfer from Ms. Shobha
  Monterio            2000                                                                                       Harish Thawani


                   Further, none of the entities forming part of the Group companies hold any Equity Shares in our
                   Company.

              d) Details of shareholding of the directors of Paramount

                   Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and Dr. Akash Chandra Khurana are
                   directors of Paramount, our corporate Promoter. They hold Equity Shares in our Company. The
                   details of their aggregate shareholding in our Company as on the date of filing this Draft Red
                   Herring Prospectus are as follows:

        Sr. No                        Name of the directors                                     No of Equity Shares
   1.               Mr. Harish Kanayalal Thawani                                                     4,766,731
   2.               Ms. Shobha Harish Thawani                                                        1,057,952
   3.               Dr. Akash Chandra Khurana                                                          72,800
                    Total                                                                            5,897,483




                                                                   30
        Summary of Promoters’ contribution locked-in for three years

                          Pursuant to Regulation 32 and 36 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
                          diluted post- Issue equity capital of our Company, held by the Promoters shall be locked in for a
                          period of three years from the date of Allotment in the Issue.

                                 a.    Details of the Promoters’ Contribution are as are follows:

                                Date of                                                                                   % of      % of post-
                                                                                                                  Face
                              Allotment/                                                            Number of             pre-      Issue paid-
                                                                                                                  value
S.          Name of the        transfer/                                           Nature of          Equity              Issue     up capital
                                                 Nature of allotment                                              (Rs.)
No.         Promoters         when made                                          consideration        Shares              paid-up     on fully
                                                                                                                  (per
                              fully paid-                                                           locked in*            capital     diluted
                                                                                                                 share)
                                   up                                                                                                  basis
            Mr. Harish          June 26,           Consolidation in             Consolidation in    3,342,000     10       5.43        4.36
1.          Kanayalal             2007             denomination of              denomination of
            Thawani                                  Rs.10/- each                 Rs.10/- each
                                                                                                    3,342,000
            Paramount         January 10,             Preferential            Consideration other   12,000,000    10       19.51      15.64
2.                               2000                  Allotment                  than cash
                                                                                                    12,000,000
               Total                                                                                15,342,000             24.94      20.00
        * Commencing from the date of the Allotment of the Equity shares in the Issue


Our Promoters have, by a written undertaking dated September 29, 2010, given consent for 15,342,000 Equity Shares held
by them to be considered as Promoters’ contribution and locked-in for a period of three years from the date of Allotment
of the Public Issue, constituting 20% of the post-Issue equity share capital of our Company on fully diluted basis
(“Promoters’ Contribution”).

The Promoters have pursuant to their undertaking dated September 29, 2010, agreed not to sell or transfer or pledge or
otherwise dispose off in any manner, the Equity Shares forming part of the Promoters’ contribution from the date of filing
of this Draft Red Herring Prospectus until the commencement of the lock-in period specified above.

The Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and from persons
defined as promoters in the section titled “Promoters and Group Companies” on page 128 of this Draft Red Herring
Prospectus as per SEBI ICDR Regulations.

The Equity Shares that are being locked-in are not ineligible for computation of Promoter’s contribution under Regulation
33 of the SEBI ICDR Regulations. In this connection, we confirm the following:

       i.      The Equity Shares offered for minimum 20% Promoters’ contribution are not acquired for consideration other
               than cash and revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation
               reserves, or reserves created without accrual of cash resources or against Equity Shares which are otherwise
               ineligible for computation of Promoters’ contribution;
      ii.      The minimum Promoters’ contribution does not include any Equity Shares acquired during the preceding one
               year at a price lower than the price at which the Equity Shares are being offered to the public in the Issue;
     iii.      Our Company has not been formed by the conversion of a partnership firm into a company;
     iv.       The Equity Shares held by the Promoters and offered for minimum 20% Promoters’ contribution are not subject
               to any pledge;
      v.       The minimum Promoters’ contribution does not consist of any private placement made by solicitation of
               subscriptions from unrelated persons either directly or through any intermediary; and
     vi.       The minimum Promoters’ contribution does not consist of Equity Shares for which specific written consent has
               not been obtained from the respective Promoters for inclusion of their subscription in the minimum Promoters’
               contribution subject to lock-in.

b.            Details of capital locked in for one year

       Other than the above Equity Shares that are locked in for three years, the entire pre-Issue share capital less the
       number of Equity Shares for which transfer is made under the Offer for Sale shall be locked in for a period of one
       year from the date of Allotment in this Issue. However, as per Regulation 37 of SEBI ICDR Regulations, the
       remaining Equity Shares held by the Americorp Ventures Limited, one of the Selling Shareholder, who is
       registered as a FVCI bearing registration number IN/FVCI/02-03/03 vide certificate of registration dated May 30,
       2002, which have been held for more than one year by Americorp Ventures Limited, shall be exempt from lock in
       for one year from the date of Allotment in this Issue.

                                                                                   31
c.          Other requirements in respect of lock-in

     As per Regulation 39(a) read with Regulation 36 (a) of the SEBI ICDR Regulations, the locked-in Equity Shares
     held by the Promoters may be pledged with scheduled commercial banks or public financial institutions as
     collateral security for loans granted by such scheduled commercial banks or public financial institutions, provided
     the pledge of such shares is one of the terms of sanction of loan and the loan has been granted by such banks or
     financial institutions for the purpose of financing one or more of the Objects of the Issue as mentioned in the
     section “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus. As per Regulation 39(b) read
     with Regulation 36(b) of the SEBI ICDR Regulations, the locked-in Equity Shares held by the Promoters may be
     pledged with any scheduled commercial banks or public financial institutions if such pledge is one of the terms of
     the sanction of the loan.

     All of the 15,342,000 Equity Shares forming part of the Promoters’ contribution will be re-pledged with Punjab
     National Bank, Indian Bank and Union Bank of India within 30 days from the date of Allotment in the Issue.

     The Equity Shares held by persons other than the Promoters, prior to the Issue, which are locked-in for a period one
     year from the date of Allotment as mentioned above may be transferred to any other person holding the Equity
     Shares which are similarly locked-in for one year, subject to continuation of the lock-in in the hands of transferees
     for the remaining period and compliance with the Securities and Exchange Board of India (Substantial Acquisition
     of Shares and Takeover) Regulations, 1997, as applicable.

     Further, as per the Regulation 40 of the SEBI ICDR Regulations Equity Shares held by the Promoters, which are
     locked-in, may be transferred to and amongst the Promoters/Promoter Group or to a new Promoter or persons in
     control of our Company, subject to continuation of lock-in in the hands of the transferees for the remaining period
     and compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)
     Regulations, 1997, as applicable.

     Furthermore, the Equity Shares subject to lock-in will be transferable, subject to compliance with the SEBI ICDR
     Regulations, including the provisions for lock-in, as amended from time to time.

d. Lock-in requirements for Anchor Investor

     Any Equity Shares allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period of 30
     days from the date of Allotment.

e. Details of transactions in Equity Shares by the Directors, Promoters, directors of corporate Promoter and
   members of Promoter Group or their immediate relatives during six months preceding the filing of this
   Draft Red Herring Prospectus with SEBI

     Nil.

2    Our Promoters, directors of corporate Promoter, our Selling Shareholders, our Company, our Directors, and the
     BRLMs and Co-BRLM have not entered into any buy-back, safety net or standby arrangements or any other similar
     arrangement for purchase of Equity Shares being offered in this Issue.

2. An over-subscription to the extent of 10% of the net offer to public can be retained for the purposes of rounding off to
   the minimum allotment lot and further to the nearest multiple of market lot.

3. The Equity Shares issued pursuant to this Issue shall be fully paid-up at the time of Allotment of Equity Shares.

4. Our Company may allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Price on a
   discretionary basis, subject to a minimum of two Anchor Investors out of which at least one-third will be available for
   allocation to domestic Mutual Funds only. In the event of under-subscription or non-Allotment in the Anchor Investor
   Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be
   available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be
   available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or
   above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 385,875 Equity Shares,
   the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB
   Portion and allocated proportionately to the QIBs in proportion to their Bids.

5. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional
   Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail
   Individual Bidders, subject to valid Bids being received at or above the Issue Price.

                                                             32
6. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Retail Portion or the
   Non Institutional Portion would be met with spill over from other categories or combination of categories at the
   discretion of our Company and Selling Shareholders in consultation with the Book Running Lead Managers, Co-
   Book Running Lead Manager and the Designated Stock Exchange. Such inter-se spill-over, if any, would be effected
   in accordance with applicable laws, rules, regulations and guidelines.

7. Except as disclosed in this section, the Directors, the Promoters, directors of corporate Promoter or the members of
   our Promoter Group or their immediate relatives have not purchased or sold or financed the purchase of any
   securities of our Company, during a period of six months preceding the date of filing this Draft Red Herring
   Prospectus with SEBI.

8.         Shareholding pattern of our Company

                    The shareholding pattern of our Company before and after the Issue is as follows:


                                                                     Total shareholding as a
                                                                       percentage of total              Shares Pledged or          Total Post Issue
                                 No.                                 number of shares (Pre-           otherwise encumbered          Shareholding
                                                       Number of
                                 of                                           IPO)
                                        Total no. of   shares held
Catego          Category of     shar
                                          shares           in
ry code         shareholder       e                                                                                                              As a
                                        (Pre-IPO)      demateriali                        As a
                                hold                                                                                                            Percen
                                                        zed form         As a           Percentag                      As a
                                 er                                                                   Number                    Total Number    tage of
                                                                     Percentage            e of                     percentag
                                                                                                      of shares                   of Shares     A+B+
                                                                     of A+B (%)          A+B+C                        e (%)
                                                                                                                                                   C
                                                                                           (%)
                                                                                                                                                  (%)
                                                                                                                    (IX)=(VII
     (I)             (II)       (III)      (IV)           (V)             (VI)            (VII)        (VIII)           I/          (X)           (XI)
                                                                                                                    (IV)*100)
               PROMOTER
               AND
               PROMOTER
A              GROUP
1              INDIAN
               Individual /
a              HUF                  6     5,828,683      5,548,102               9.48        9.48      300,000           5.15       5,828,683         7.72
               Central
               Government /
               State
b              Government           -              -             -                  -             -             -           -               -            -
               Bodies
c              Corporate            1    12,000,000             0            19.51          19.51               0        0.00      12,000,000     15.89
               Financial
               Institutions /
d              Banks                -              -             -                  -             -             -           -               -            -
               Others
e                                   -              -             -                  -             -             -           -               -            -

               Sub Total
               A(1)                 7    17,828,683      5,548,102           28.99          28.99      300,000           1.68      17,828,683     23.60

2              FOREIGN
               Individuals
               (NRIs /
               Foreign
a              Individuals)         -              -             -                  -             -             -           -               -            -
               Bodies
b              Corporate            -              -             -                  -             -             -           -               -            -
               Institutions
c                                   -              -             -                  -             -             -           -               -            -
               Any Others
d              (specify)            -              -             -                  -             -             -           -               -            -
               Sub Total
               A(2) :               -              -             -                  -             -             -           -               -            -
               Total A= A(1)
               + A (2)              7    17,828,683      5,548,102           28.99          28.99      300,000           1.68      17,828,683     23.60

               PUBLIC
               SHAREHOL
B              DING

                                                                     33
                                                                   Total shareholding as a
                                                                     percentage of total              Shares Pledged or          Total Post Issue
                               No.                                 number of shares (Pre-           otherwise encumbered          Shareholding
                                                     Number of
                               of                                           IPO)
                                      Total no. of   shares held
Catego     Category of        shar
                                        shares           in
ry code    shareholder          e                                                                                                              As a
                                      (Pre-IPO)      demateriali                        As a
                              hold                                                                                                            Percen
                                                      zed form         As a           Percentag                      As a
                               er                                                                   Number                    Total Number    tage of
                                                                   Percentage            e of                     percentag
                                                                                                    of shares                   of Shares     A+B+
                                                                   of A+B (%)          A+B+C                        e (%)
                                                                                                                                                 C
                                                                                         (%)
                                                                                                                                                (%)
                                                                                                                  (IX)=(VII
    (I)         (II)          (III)      (IV)           (V)             (VI)            (VII)        (VIII)           I/          (X)           (XI)
                                                                                                                  (IV)*100)
          INSTITUTIO
1         NS
          Mutual Funds /
a         UTI                     -              -             -                  -             -             -           -             [●]         [●]
          Financial
          Institutions /
b         Banks                   -              -             -                  -             -             -           -             [●]         [●]
          Central
          Government /
          State
          Government
c         (s)                     -              -             -                  -             -             -           -             [●]         [●]
          Venture
d         Capital Funds           -              -             -                  -             -             -           -             [●]         [●]
          Insurance
e         Companies               -              -             -                  -             -             -           -             [●]         [●]
          Foreign
          Institutional
f         Investors               -              -             -                  -             -             -           -             [●]         [●]
          Foreign
          Venture
          Capital
g         Investors               1     2,142,857      2,142,857               3.48        3.48               -           -             [●]         [●]
          Others
h                                 -              -             -                  -             -             -           -             [●]         [●]
          Sub Total
          B(1)                    1     2,142,857      2,142,857               3.48        3.48               -           -             [●]         [●]

          NON -
          INSTITUTIO
2         NS
          Bodies
a         Corporate             12        480,684       189,750                0.78        0.78               -           -             [●]         [●]
b         Individuals
          ( i ) Individual
          holding
          nominal share
          capital up to
          Rs. 1 lakh            59         76,625        47,300                0.12        0.12               -           -             [●]         [●]
          ( ii ) Individual
          holding
          nominal share
          capital in
          excess of Rs. 1
          lakh                    5       228,300       107,900                0.37        0.37               -           -             [●]         [●]
          Any Other
c         (Specify)
          FOREIGN
          BODIES                  3    40,683,521             0            66.15          66.15               -           -             [●]         [●]
          NON
          RESIDENT
          INDIANS                 2        61,200        61,200           0.10%          0.10%                -           -             [●]         [●]

          Sub Total
          B(2)                  81     41,530,330       406,150            67.53          67.53                           -             [●]         [●]

          Total B = B(1)
          + B (2)
                                82     43,673,187      2,549,007           71.01          71.01               -           -             [●]         [●]
          Total (A + B)
                                89     61,501,870      8,097,109         100.00          100.00      300,000           0.49             [●]         [●]

                                                                   34
                                                                          Total shareholding as a
                                                                            percentage of total             Shares Pledged or               Total Post Issue
                                  No.                                     number of shares (Pre-          otherwise encumbered               Shareholding
                                                          Number of
                                  of                                               IPO)
                                         Total no. of     shares held
Catego          Category of      shar
                                           shares             in
ry code         shareholder        e                                                                                                                      As a
                                         (Pre-IPO)        demateriali                         As a
                                 hold                                                                                                                    Percen
                                                           zed form           As a          Percentag                      As a
                                  er                                                                      Number                     Total Number        tage of
                                                                          Percentage           e of                     percentag
                                                                                                          of shares                    of Shares         A+B+
                                                                          of A+B (%)         A+B+C                        e (%)
                                                                                                                                                            C
                                                                                               (%)
                                                                                                                                                           (%)
                                                                                                                        (IX)=(VII
    (I)             (II)         (III)         (IV)            (V)             (VI)           (VII)           (VIII)        I/               (X)           (XI)
                                                                                                                        (IV)*100)

               Shares held
               by custodians.
               against which
               depository
               receipts have
C              been issued      -        -                -                           -               -   -                  -               [●]           [●]
               GRAND
               TOTAL ( A +
               B + C)               89       61,501,870       8,097,109               100         100         300,000        0.49           75,541,870         100

               •   The list of top ten shareholders of our Company and the number of Equity Shares held by them is as under:

            a.     The list of top ten shareholders of our Company and the number of Equity Shares held by them as on
                   the date of filing of this Draft Red Herring Prospectus is as follows:

          S.                        Name of shareholder                               Number of Equity Shares             Percentage shareholding
          No.                                                                                                                       (%)
          1.       3i Sports Media (Mauritius) Limited                                       18,554,819                            30.17
          2.       Funderburk Enterprises Limited                                            17,601,507                            28.62
          3.       Paramount                                                                 12,000,000                            19.51
          4.       Mr. Harish Kanayalal Thawani                                               4,766,731                             7.75
          5.       CSI BD (Mauritius)                                                         4,527,195                             7.36
          6.       Americorp Ventures Limited                                                 2,142,857                             3.48
          7.       Ms. Shobha Harish Thawani                                                  1,057,952                             1.72
          8.       Brand Equity Treaties Limited                                               268,934                              0.44
          9.       Rational Art & Press Private Limited                                        138,500                              0.23
          10.      Mr. Sunil Manocha                                                           92,600                               0.15
                                            Total                                            61,151,095                            99.43

            b.     The list of top ten shareholders of our Company and the number of Equity Shares held by them ten days
                   prior to the date of filing of this Draft Red Herring Prospectus is as follows:

          S.                        Name of shareholder                               Number of Equity Shares             Percentage shareholding
          No.                                                                                                                       (%)
          1.       3i Sports Media (Mauritius) Limited                                       18,554,819                            30.17
          2.       Funderburk Enterprises Limited                                            17,601,507                            28.62
          3.       Paramount                                                                 12,000,000                            19.51
          4.       Mr. Harish Kanayalal Thawani                                               4,766,731                             7.75
          5.       CSI BD (Mauritius)                                                         4,527,195                             7.36
          6.       Americorp Ventures Limited                                                 2,142,857                             3.48
          7.       Ms. Shobha Harish Thawani                                                  1,057,952                             1.72
          8.       Brand Equity Treaties Limited                                               268,934                              0.44
          9.       Rational Art & Press Private Limited                                        138,500                              0.23
          10.      Mr. Sunil Manocha                                                           92,600                               0.15
                                            Total                                            61,151,095                            99.43

            c.     The list of top ten shareholders of our Company and the number of Equity Shares held by them two
                   years prior to the date of filing of this Draft Red Herring Prospectus is as follows:
          S.                        Name of Shareholder                               Number of Equity Shares             Percentage Shareholding
          No.                                                                                                                       (%)
           1.      3i (Mauritius) Investments 2 Technology Ltd (now
                   known as 3i Sports Media (Mauritius) Limited)                            12,224,457                              37.49
          2.       Paramount                                                                12,000,000                              36.80
          3.       Mr. Harish Kanayalal Thawani                                              4,487,150                              13.76
          4.       Americorp Ventures Limited                                                2,142,857                               6.57
          5.       Ms. Shobha Harish Thawani                                                 1,057,952                               3.24

                                                                          35
     S.                       Name of Shareholder                           Number of Equity Shares            Percentage Shareholding
     No.                                                                                                                 (%)
      6.       Rational Art & Press Private Limited                                138,500                               0.42
      7.       Mr. Sunil Manocha                                                    92,600                               0.28
      8.       Funderburk Enterprises Limited                                       88,540                               0.27
      9.       Dr. Akash Chandra Khurana                                            72,800                               0.22
     10.       Mr. Devidas Naraindas Budhrani                                       38,250                               0.12
                                       Total                                      32,343,106                            99.19

9.     Details of Equity Shares allotted out of revaluation reserves

                                                                                                                        Reason for the
                                                                                                                      issue and benefits
                                        Date of                                   Face value (Rs.)
           Name of the allottee                       No of Equity Shares                             Issue price     that have accrued
                                       allotment                                    (per share)
                                                                                                                       to the Company
                                                                                                                        out of the issue
 Mr. Harish Kanayalal Thawani            August            3,150,105                    10                 -           Bonus issue out of
                                        10, 1994                                                                      revaluation reserves


 Ms. Shobha Harish Thawani               August            839,895                      10                 -           Bonus issue out of
                                        10, 1994                                                                      revaluation reserves


                  Total                     -              3,990,000                     -                 -                   -


10. As of the date of this Draft Red Herring Prospectus, none of the BRLMs, Co-BRLM and their associates
    hold any Equity Shares in our Company.

11. Our Company will not, without the prior written consent of the Book Running Lead Managers and Co-Book
    Running Lead Manager, during the period ending 180 calendar days after the date of listing and
    commencement of trading of the Equity Shares, alter our capital structure except to the extent of options
    granted under ESOP 2007 in any manner including by way of split or consolidation of the denomination of
    Equity Shares or further issue of Equity Shares or any securities convertible into or exchangeable, directly or
    indirectly, for the Equity Shares. If we enter into acquisitions or joint ventures for the purposes of our
    business, we may, subject to necessary approvals and consents, consider raising additional capital to fund
    such activities or use the Equity Shares as currency for acquisition or participation in such joint ventures.

12. Except as stated in the section titled “Management” on page 116 of this Draft Red Herring Prospectus, none
    of our Directors or key management personnel hold any Equity Shares in our Company.

13. This Issue is being made through Book Building Process wherein at least 50% of the Issue shall be Allotted
    to QIBs. If at least 50% of the Issue cannot be Allotted to QIBs, then the entire application money will be
    refunded forthwith.

14. The Equity Shares of our Company are fully paid-up and there are no partly paid-up Equity Shares as on the
    date of this Draft Red Herring Prospectus.

15. As of the date of the filing of this Draft Red Herring Prospectus, the total number of holders of our Equity
    Shares is 89.

 16. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue, subject to
     the maximum limit of investment prescribed under relevant laws applicable to each category of Bidder.

17. ESOP 2007

       On January 8, 2007, the Board of our Company resolved to issue employee stock option to employees under
       an employee stock option plan (the “ESOP 2007”).




                                                                  36
Particulars                          Details
                                     A permanent employee or full time consultant of our Company, a Director of our Company
                                     (including of subsidiaries where our Company holds at least 75% equity capital or has
                                     irrevocable options to acquire at least 75% equity capital) but excluding:

                                     (a) an employee who is a promoter or belongs to the promoter group;
                                     (b) a director who either by himself or through his relatives or through any body corporate,
Eligibility
                                     directly or indirectly holds more than 10% of the issued and subscribed Shares of the
                                     company; (c) Part time consultants or other associates who may be covered under a separate
                                     stock option plan.

                                     (Group companies, affiliates, etc may have their individual schemes and employees of any
                                     such affiliate which has its own scheme would not be covered by this plan.)

                                     Within 6 months from the date of public issue in the event of the company going in for an
Exercise Period
                                     Initial Public Offer (IPO) or 2 years from the date of vesting whichever is earlier.

                                     Date of grant                                  No. of options granted
                                     August 01, 2007                                1,224,000
                                     September 07, 2007                             306,000
Options granted                      Total Options Granted                          1,530,000
                                     Less options cancelled                         369,000
                                     Less options exercised                          0
                                     Total options outstanding under ESOP
                                                                                     1,161,000
                                     2007
                                     Exercise price per option would be equal to the fair market value of one equity Share of our
Pricing formula                      Company. The exercise price shall be Rs. 161.66 per option with a share of a face value of Rs.
                                     10/- each for such options as are granted in 2007 and prior to our Company’s IPO.

                                     •     10% of the options shall vest on the completion of 12 months from the grant date.
Vesting period                       •     20% of the options shall vest on the completion of 24 months from the grant date.
                                     •     30% of the options shall vest on the completion of 36 months from the grant date.
                                     •     40% of the options shall vest on the completion of 48 months from the grant date.
Options vested (excluding the
options    that   have   been        696,600 have vested till date.
exercised)
Options exercised                    No options have been exercised till date
The total number of shares
arising as a result of exercise of
                                     Nil
options (including options that
have been exercised)
Options forfeited / lapsed /         369,000 options have been cancelled/ lapsed
cancelled
Variation of terms of options
                                     Nil
Money realized by exercise of
options                              Nil

Total number of       options in
force                                1,161,000




                                                                 37
Particulars                       Details



                                                                                      No. of options granted under ESOP
                                    Directors
                                                                                      2007
                                    Dr. Akash Chandra Khurana                         250,000
Employee wise detail         of
options granted to                  Mr. Robin Paxton                                  25,000
                                    Mr. Ranjan Kapur                                  25,000
(i) Directors / key                 Mr. Richard Dorfman                               25,000
  managerial personnel
                                                                                      No. of options granted under ESOP
                                   Key managerial personnel
                                                                                      2007
                                    Mr. Subbarathnam K R                               9,000
                                    Mr. Yannick Colaco                                80,000

ii) Any other employee who
received a grant in any one
year of options amounting to      Nil
5% or more of the options
granted during the year
iii) Identified employees who
were granted options during
any one year equal to
exceeding 1% of the issued
                                  None
capital (excluding outstanding
warrants and conversions) of
our Company at the time of
grant
Lock-in
                                  Nil

Impact on profit and EPS of
                                  Nil
the last three years

Weighted average exercise
price and the weighted average
fair value of options whose
                                  N.A.
exercise price either equals or
exceeds or is less than the
market price of the stock
                                  Our Company has followed the fair value based method of accounting for stock options
Method      and     significant   granted based on Guidance Note on Accounting on Employee Share-based Payments, issued
assumptions used to estimate      by the ICAI. The Fair Value of the Share has been calculated by an independent valuer on the
the fair value of options         basis of Weighted Average of “Discounted Cash Flow Method”, “PE Multiple Methods”
granted during the year           “Future Maintainable Profits” and “Net Asset Value”. The valuation has been done using the
                                  Adjusted Black-Scholes Option Pricing Model based on the assumptions given by the
                                  management.

                                  Fair value based method of accounting for stock options granted based on Guidance Note on
Method used
                                  Accounting on Employee Share-based Payments, issued by the ICAI.

Risk free return                  This rate has been assumed at 8.09% for all the four years.

                                  These stock options will vest in the following proportion from the date of grant and can be
Expected life                     exercised within 6 months from the date of IPO in the event of the company going for an IPO
                                  or two years from the vesting date whichever is earlier.

Expected volatility               As the shares of the company are unlisted, the volatility is considered as 1 % for all the four
                                  years

Expected dividends                Expected dividend per share on the grant date is 7.50% for all the four years.

Price of underlying shares in     NA
market at the time of the
options grant



                                                              38
Particulars                         Details

Intention of the holders of
Equity Shares allotted on
                                    Our Company is currently not aware of any intention of the holders of Equity Shares allotted
exercise of options to sell their
                                    on exercise of options to sell their shares within three months after the listing of Equity Shares
shares within three months
                                    pursuant to the Issue.
after the listing of Equity
Shares pursuant to the Issue
Intention to sell Equity Shares
arising out of the ESOP 2007
within three months after the
listing of Equity Shares by
directors, senior managerial
personnel     and    employees
                                    N.A
having equity shares arising
out of the ESOP 2007
amounting to more than 1% of
the issued capital (excluding
outstanding warrants and
conversions)

     18. Our Company has not raised any bridge loans against the proceeds of the Issue.

    19. Except for the employee stock options granted pursuant to ESOP 2007 of our Company, there are no
        outstanding warrants, options or rights to convert debentures.

    20. Our Company during the preceding one year from the date of filing the Draft Red Herring Prospectus has
        issued the following Equity Shares at variable prices which may be lower than the Issue Price:

                                                      Whether
         Date of                                      Belongs to          Number of Equity          Issue Price       Reasons for
                      Name of the Shareholder
        allotment                                     Promoter                Shares                   (Rs.)           allotment
                                                       Group
       February      Funderburk     Enterprises                                                                     Conversion of
                                                           No                 1,751,656               351.87
       9, 2010       Limited                                                                                        CCPS
       February      Funderburk     Enterprises                                                                     Conversion of
                                                           No                15,761,311               216.71
       9, 2010       Limited                                                                                        CCDs
       February      3i      Sports       Media                                                                     Conversion of
                                                           No                 1,055,098               354.07
       9, 2010       (Mauritius) Limited.                                                                           CCPS
       February      3i      Sports       Media                                                                     Conversion of
                                                           No                 5,275,264               215.82
       9, 2010       (Mauritius) Limited.                                                                           CCDs
       February                                                                                                     Conversion of
                     CSI BD (Mauritius)                    No                  407,810                375.27
       9, 2010                                                                                                      CCPS
       February                                                                                                     Conversion of
                     CSI BD (Mauritius)                    No                 4,095,775               222.38
       9, 2010                                                                                                      CCDs
       February                                                                                                     Conversion of
                     Mr. Harish Thawani                   Yes                  279,581                348.38
       9, 2010                                                                                                      CCPS
       March         Brand Equity         Treaties                                                                  Preferential
                                                           No                  268,934                 446.20
       25, 2010      Limited                                                                                        allotment

     21. Except to the extent of options granted under ESOP 2007, we presently do not intend or propose any further
         issue of Equity Shares, whether by way of spilt or consolidation of the denomination of the shares or issue of
         specified securities on a preferential basis or bonus or rights issue or qualified institutions placement, within
         a period of six months from the date of opening of the present Issue. Further, we presently do not intend or
         propose to alter our capital structure from the date of submission of this Draft Red Herring Prospectus until
         the Equity Shares have been listed on the Stock Exchanges.

     22. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

     23. We shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

     24. Our Promoters, Promoter Group and Group Companies will not participate in this Issue.

     25. Our Company has issued Equity Shares as bonus shares out of its revaluation reserves.

     26. Our Company, Directors, Promoters, Promoter Group and the Selling Shareholders confirm that they shall
                                                                39
    not make any payments, direct or indirect, provide discounts, commission, allowances or otherwise to
    persons who receive allotment, in connection with this Issue except as disclosed in the DRHP.

27. Our Company has not issued Equity Shares under any scheme of arrangement (amalgamation, merger, etc).

28. As per the existing regulations, OCBs cannot participate in this Issue.




                                                      40
                                                                        Objects of the Issue

       The Issue comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders.

       Objects of the Offer for Sale

       This Issue includes an Offer for Sale of 8,010,000 Equity Shares aggregating to Rs.[●] million by the Selling
       Shareholders. Our Company will not receive any proceeds from the Offer for Sale.

       Objects of the Fresh Issue

       The objects of the Fresh Issue are:

       1.    Expansion of sports management business;
       2.    Investing in Neo Sports Broadcast Private Limited for expansion of broadcasting business; and
       3.    General Corporate Purposes.

       The main object clause of our Memorandum of Association enable us to undertake our existing activities and the
       activities for which we are raising funds through this Issue.

       The details of the proceeds of the Issue are summarized in the table below:

                                                                                                                                                   Rs.
       Particulars
                                                                                                                                               (in million)
       Gross proceeds of the Issue raised through the Fresh Issue                                                                                    [●]
       Issue related expenses incurred by our Company                                                                                               [●]*

       Net Proceeds of the Fresh Issue                                                                                                              [●]*
       *To be finalized post Issue

      Requirement of funds

      After deducting the Issue related expenses and Offer for Sale, we estimate our Net Proceeds of the Fresh Issue to be
      Rs.[●] (“Net Proceeds”). We intend to utilise the Net Proceeds as per the table set forth below:
                                                                                                                                                    (Rs. in million)
       S#      Expenditure items                          Total         Amount             Balance     Amount to be           Estimated Schedule of deployment of Net
       No.                                              estimate        deployed           payable       financed                       Proceeds for Fiscal
                                                        d cost(1)         as of              as of     from the Net
                                                                         August            August       Proceeds of
                                                                        31, 2010           31, 2010      the Issue
                                                                                                                             2010-11      2011-12          2012-13   2013-14

       1.      Expansion of sports management business
               Obtaining bank guarantee and
       a.      provide security deposit for sports       3,537.90       2,378.96(2)        1,158.94        1,158.94          451.04        529.70          126.60        51.60
               rights
       2.      Investing in Neo Sports Broadcast Private Limited for expansion of broadcasting business

               Launching of new channels: Neo
       a.                                                1,291.74           Nil            1,291.74        1,291.74            Nil        1,291.74           Nil          Nil
               Cinema and Neo Zindagi
               Geographic expansion of Neo
       b.                                                 139.40          6.95(3)           132.45          132.45            63.62         68.83            Nil          Nil
               Cricket in North America
               Upgradation of Neo
       c.                                                 349.87            Nil             349.87          349.87             Nil         349.87            Nil          Nil
               infrastructure
               Acquisition of new broadcasting
       d.                                                 500.00            Nil             500.00          500.00             Nil         300.00          100.00        100.00
               rights
       3.      General Corporate Purposes                   [●]             Nil               -               [●]              [●]           [●]             [●]          [●]

               Total                                        [●]          2,385.91            [●]              [●]              [●]           [●]             [●]          [●]
(1)    Total estimated costs are based on management estimates.
(2)    As per the certificate from M/s Chordiya Naveen & Co., Chartered Accountants dated September 25, 2010. Out of the total monies deployed, Rs.2,230 million
       comprising cash margin by way of fixed deposits of Rs.2,040 million and Rs.190 million as processing fee for the bank guarantee provided to BCCI under New BCCI
       Agreement have been deployed by way of advances received by our Company from Nimbus Communications Worldwide Limited against license of media rights and
       Rs.148.96 million paid towards annual commission fee for 2010-2011 have been deployed from internal accruals.
(3)    As per the certificate from M/s Chordiya Naveen & Co., Chartered Accountants dated September 25, 2010. The said monies have been deployed by way of internal
       accruals.
                                                                                      41
     The fund requirement is based on management estimates and current business plans of our Company. The same has
     not been appraised by any bank or financial institution or any other independent agency. These are based on current
     conditions and are subject to change on account of changes in external circumstances or costs, business environment
     etc.

     In the event of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased fund
     requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
     purposes for which funds are being raised in the Issue. If surplus funds are unavailable, the required financing will be
     done through internal accruals through cash flow from our operations, advances received from customers, equity and
     debt, as required.

     We may have to revise our expenditure and fund requirements as a result of variations in the cost structure, changes
     in estimates, exchange rate fluctuations and external factors, which may not be within the control of our management.
     This may entail rescheduling, revising or cancelling the planned expenditure and fund requirement and increasing or
     decreasing the expenditure for a particular purpose from its planned expenditure at the discretion of our management.
     Any such change in our plans may require us to reschedule the estimated dates of launch /completion of various
     proposals as described herein.

     Means of Finance

     Since the entire requirements of the objects detailed above are intended to be funded from the Net Proceeds, there is
     no requirement for us to make firm arrangements of finance through verifiable means towards 75% of the stated
     means of finance, excluding the amount to be raised through Fresh Issue and existing identifiable internal accruals.

     Details of the Objects

1.   Expansion of sports management business

     a.   Obtaining bank guarantee and provide security deposit for sports rights

          Our Company’s core business is management of commercial rights of global sports events. To acquire these
          rights, our Company typically provides an earnest money deposit (“EMD”) for rights which are tendered out by
          the sports federations and a guarantee of payment of fee (if our Company has been successful in acquiring said
          rights) to the rights owner. The guarantee is usually provided in the form of bank guarantees, for which our
          Company is required to pay security deposit and commission charges to the banks, or in the form of a cash
          security deposit. Thus, our Company is required to make significant financial commitments at the time of
          acquiring commercial rights in order to further exploits these rights to generate revenues.

          For instance, in 2006 the BCCI offered the media rights for various cricket events organised by it by way of
          tender. The invitation to tender (“ITT”) required all bidders to submit a refundable EMD of Rs. 890 million. As a
          participant to the ITT our Company submitted the said EMD. Further, on being declared the winning bidder of
          the tender process, our Company was required to submit a bank guarantee of the entire license fee due from our
          Company to the BCCI for the first year of the contract.

           1. Existing commercial rights

              Our Company entered into media rights licensing agreement dated October 15, 2009 with the BCCI. As
              required by the media rights licensing agreement, our Company provided a bank guarantee of Rs.20,000
              million to the BCCI on January 15, 2010 from Punjab National Bank, Indian Bank and Union Bank of India.
              Under the said bank guarantees, our Company has provided a cash margin, aggregating to Rs.2,040 million
              by way of fixed deposit receipts, to the aforesaid banks,and has incurred Rs. 190 million as processing fee
              and bank guarantee commission towards the said bank guarantee aggregating to Rs.2,230 million. The said
              monies have been deployed by way of advances received by our Company from Nimbus Communications
              Worldwide Limited against license of media rights.

              Further, under the said bank guarantees, our Company has to pay an annual commission fee for a period of
              four years aggregating to Rs.707.90 million to Punjab National Bank, Indian Bank and Union Bank of India.
              For further details on these bank guarantees, please see section titled “Financial Indebtedness” on page 173
              of this Draft Red Herring Prospectus. Of which an amount aggregating to Rs.148.96 million has already
              been paid by our Company towards commission fee for the year 2010-11. In this regard, our Company
              intends to use Rs.558.94 million of Net Proceeds towards completion of obligations under its agreement with

                                                               42
     BCCI and the banks for providing the guarantee namely towards payment of annual commission fee of
     Rs.558.94 million. For details on our agreement with the BCCI, see section titled “Business” on page 78 of
     this Draft Red Herring Prospectus.

     As mentioned above, our Company intends to use Rs.558.94 million of the Net Proceeds to pay the annual
     commission fee to the banks providing the guarantee. Following is the commission amount due each year:

                                                                                                                                         (Rs. in million)

                                    2010-11                   2011-12                 2012-13                   2013-14                     Total

              Annual
         Commission fee              300.00                    229.70                  126.60                     51.60                    707.90
            payable(1)
              Annual
         Commission fee
         to be paid from             151.04                    229.70                  126.60                     51.60                    558.94
              the Net
             Proceeds
     (1)
         As per sanction letters from Punjab National Bank and Union Bank of India dated January 14, 2010 and estimates of the management on the outstanding
     amount of the bank guarantee at the end of each year.

     17,245,102 Equity Shares of our Company as held by our Promoters were pledged with Punjab National
     Bank for securing the old bank guarantee of Rs.6,260 million provided to BCCI under the BCCI Agreement
     for securing the exclusive global media rights between March 2006 to March 2010. These Equity Shares
     were required to be pledged with Punjab National Bank and co-pledged with Indian Bank and Union Bank
     of India from April 1, 2010 for securing the new bank guarantee of Rs. 20,000 million granted to the BCCI
     for New BCCI Agreement from April 2010 to March 2014.

     Punjab National Bank, Indian Bank and Union Bank of India by letters dated March 31, 2010, April 30,
     2010 and September 28, 2010 respectively released the pledge on 17,245,102 Equity Shares collectively held
     by the Promoters based on the following conditions:

     •      That our Company and the Promoters agree to re-pledge the Equity Shares within 30 days from the date
            of Allotment in the Issue;
     •      That our Company and the Promoters provide appropriate board resolutions, undertakings and powers
            of attorney in favour of these banks for creation of the aforesaid pledge of said Equity Shares for
            securing the new bank guarantee of Rs. 20,000 million granted to the BCCI; and
     •      That our Company makes appropriate disclosure regarding the proposed pledge in the DRHP.

      The authorization for the release of the pledge from Punjab National Bank, Indian Bank and Union Bank of
      India as described above is a specific approval for temporary release of the pledged Equity Shares for the
      purpose of enabling the Issue. The Equity Shares will be pledged to Punjab National Bank and co-pledged
      with Indian Bank and Union Bank of India as the case may be as collateral security pursuant to the terms of
      the sanction letter within 30 days from the date of Allotment in the Issue.

2.    Acquisition of future commercial rights

      Our Company intends to use Rs.600 million from the Net Proceeds to fund the expansion of our sports
      rights management business. This is in line with our growth plans and will help us consolidate our position
      in our sports management business.

      Our Company intends to expand its commercial rights management business by bidding for and acquiring
      various commercial rights of sports events, which are expected to come up for sale in the next two years.
      Below is a representative list of sports federations that are expected to open tender process for sale of
      rights:


          Particulars                                                                                      Tender process expected to open by*


          Bangladesh Cricket Board (Sponsorship and signage rights)                                                       Middle of 2010

          England and Wales Cricket Board (Media rights)                                                                    Early 2011

          Cricket Australia (Media rights)                                                                                  Early 2011


                                                                        43
             Cricket South Africa (Media rights)                                             Middle of 2011

             West Indies Cricket Board (Media rights)                                          Late 2011

              *Based on management estimates

           The amount required for the acquisition of future commercial rights has been estimated based on past
           experience where our Company participated in the tender process for bidding and acquiring various
           commercial rights of sports events. For example:

           BCCI on-ground sponsorship rights:

           In the past, the last tender for BCCI on-ground sponsorship rights (for the period September 2007 to March
           2010), we understand the BCCI required an EMD (or tender security) of approximately Rs.250 million to
           be deposited at the time of submission of the bid. Further, we believe that amongst other terms and
           conditions, the winning bidder was required to provide an annual bank guarantee for the licensee fee in the
           range of Rs.700 - 800 million on basis of reserve price.

           BCCI team sponsorship:

           In October 2005, BCCI issued tender inviting bids for acquisition of the sponsor for the Indian cricket team
           for the period January 2006 to December 2009. We understand the said tender required bidders to submit
           and EMD of approximately Rs.150 million before submission of the bid alongwith other conditions.
           Further, we believe that amongst other terms and conditions, the winning bidder was required to provide an
           annual bank guarantee for the first year in the range of Rs.500 - 600 million.

           PCB media rights:

           In the past, the last tender for PCB media rights for the period 2009-2013 required each bidder to provide
           security of an amount equivalent to Rs.22.5 million or 10 per cent of the bid amount whichever is lower.
           Further, the successful bidder was also required to pay 10 per cent of the total consideration within five
           business days from the date of entering into the agreement for such media rights. The monetary
           consideration payable to PCB by the licensee and other obligations of the licensee under the media rights
           agreement were also required to be secured by bank security

           Asia Cup:

           We understand that for the last tender for Asia Cup rights (for the period 2010 to 2014), an upfront bid
           security amount of Rs.22.5 million was required to be deposited at the time of submission of the bid..

           Any expenses incurred by our Company towards expansion of our sports management business till the
           actual utilization of the Net Proceeds would be recouped from the Net Proceeds.

2.   Investing in Neo Sports Broadcast Private Limited for expansion of broadcasting business

     Neo Sports Broadcast Private Limited (“Neo Sports Broadcast”), our joint venture, currently owns and operates
     Neo Cricket and Neo Sports channels. We intend to acquire a majority stake in Neo Sports Broadcast through
     internal accruals and make it our subsidiary, for which we have received the requisite prior approval from FIPB
     vide letter dated May 19, 2010. For further details, please refer to the section titled “History and Certain
     Corporate Matters” on page 100 of this Draft Red Herring Prospectus.

     In accordance with our Company’s long-term strategy of product and geographic expansion of the broadcasting
     business being carried out by Neo Sports Broadcast or its subsidiary, our Company intends to use Rs.1,291.74
     million from the Net Proceeds towards launching two new television channels (Neo Cinema and Neo Zindagi) and
     Rs.139.40 million towards geographic expansion of Neo Cricket in North America.

     The form of investment in Neo Sports Broadcast or its subsidiary has not been finalised. We may either make
     investment in equity or preference or provide loans on an arm’s length basis to Neo Sports Broadcast from the Net
     Proceeds.

     Nature of benefit expected to accrue to our Company as a result of investment

     Since our Company intends to acquire majority stake in Neo Sports Broadcast from our internal accruals, through
     our investment in Neo Sports Broadcast, we anticipate to benefit from certain operational synergies and
                                                          44
        consolidation of financial statements. However, there can be no assurance of any dividend being declared by Neo
        Sports Broadcast.

a) Launch of new channels: Neo Cinema and Neo Zindagi

   Our Company through Neo Sports Broadcast or its subsidiary intends to use Rs.1,291.74 million of the Net Proceeds
   towards the launch of two new channels Neo Cinema and Neo Zindagi. Neo Cinema is intended to be a 24 hour
   Bollywood channel focusing on a mix of music, movies and Bollywood news, which will enable us to increase our
   presence in the films and entertainment space. Neo Zindagi is intended to be a 24 hour women-centric, lifestyle and
   factual programming channel.

   The details with regard to the infrastructural capabilities and preparatory steps taken for launch of new channels are
   as follows:

   Approvals: Neo Broadcast Limited, subsidiary of Neo Sports Broadcast made an application dated August 11, 2010
   to Ministry of Information and Broadcasting, Government of India (“MIB”) for downlinking and uplinking licenses
   for two non news channels namely ‘Neo Cinema’ and ‘Neo Zindagi’. For more information, see “Risk Factors – We
   have not yet received relevant regulatory approvals for operations relating to Neo Cinema and Neo Zindagi” in
   section titled “Risk Factors” on page xii of this Draft Red Herring Prospectus.

   Infrastructural capabilities: Neo Sports Broadcast has 14 MHz of satellite space on IS-10 satellite until December 31,
   2012. Neo Sports Broadcast currently transmits Neo Cricket and Neo Sports in mpeg2 format and plans to upgrade
   the mode of transmission to mpeg4. Upon conversion to mpeg4 format, satellite space available to Neo Sports
   Broadcast is adequate for four channels in mpeg4 format. This process is scheduled for completion prior to the launch
   of the two channels namely ‘Neo Cinema’ and ‘Neo Zindagi’ in June 2011.

   Equipment: Preliminary discussions have been initiated with the vendors for procuring additional equipment for
   operating Neo Cinema and Neo Zindagi. However, formal orders will be placed closer to the launch.

   Content Acquisition: Neo Sports Broadcast or its subsidiary intends to use part of the Net Proceeds to acquire
   television broadcasting rights of old and new Bollywood movies for telecast on Neo Cinema. Neo Sports Broadcast
   intends to enter into agreements for content procurement for Neo Zindagi and Neo Cinema close to the proposed
   launch of the channels. Thereafter, content will be procured on an ongoing basis based on channel requirements.

   Senior management: The existing senior management of Neo Sports Broadcast will also run Neo Cinema and Neo
   Zindagi. There would be no incremental cost in terms of added recruitments at senior management.

   Studio space: Neo Sports Broadcast has a fitted studio and one vacant studio space in Malad, Mumbai. These will be
   used for additional channels also. Capital expenditure is intended to be incurred for fitment of the one vacant studio
   space. The necessary expansion area beyond the current Neo Sports operations has been secured and is available for
   incremental requirements for running of Neo Cinema and Neo Zindagi channels.

   Detailed break up of various cost estimates for the proposed launch of Neo Zindagi and Neo Cinema is as below:

   1)       Set up costs for Neo Zindagi and Neo Cinema


   We intend to use Rs. 244.74 million of the Net Proceeds as a one-time cost to set up full-time operations of Neo
   Zindagi and Neo Cinema. Detailed break-up of costs based on the quotations dated August 18,, 2010 is provided
   below:

                                                                                                           (Rs. in million)
   Sr. No       Description of cost                                                         Cost*

        1       Production & playout costs                                                  66.59

        2       Uplink & downlink equipment                                                 102.42

        3       Channel Branding and Packaging costs                                        13.46

        4       Studio & Production Control Room equipment                                  46.67
        5       Studio Set cost                                                              5.70
        6       Office fit out costs                                                         7.37

        7       Installation commissioning and Miscellaneous expenses                        2.52

                                                                        45
    Sr. No            Description of cost                                                                            Cost*

                      Total                                                                                          244.74
    * Based on the quotation received in USD. For the purpose of this computation 1 USD = 47 INR (approx.).


    2)         Content Acquisition costs for Neo Cinema

    We intend to use Rs.787.50 million of the Net Proceeds in acquiring content for the proposed launch of our new
    channel Neo Cinema in the following manner:
                                                                                                                                       (Rs. in million)
                                                                           Cost per title (year of film release)       No. of titles               Total#
         Description
                                                                           1970-1998                   1998-2005
        A-grade                                                               2.50                         -                  50                   125.00
        B-grade                                                                2.00                            -              50                   100.00
        A-grade                                                                  -                        15.00               20                   300.00
        B-grade                                                                  -                            5.25            50                   262.50
                                                                                                                                                   787.50
    #
        Total costs are based on management estimates.

    We intend to fund 100% of the content costs of Neo Cinema for the first year through the Net Proceeds as we set up
    the channel. The library acquisition costs for the subsequent years will be funded through operating revenues.

    3)         Direct costs for Neo Cinema (excluding content costs)

    Our Company intends to cover the preliminary costs of Neo Cinema for the first year through the Net Proceeds. This
    is estimated to be Rs.59.50 million, as provided below:
                                                                                                                                             (Rs. in millions)
        Operating cost items                                                                                                       Cost#
        Initial production costs                                                                                                   41.50
        Initial distribution and marketing                                                                                         18.00
        Direct Costs (excluding Content)                                                                                           59.50
        #
            Total costs are based on management estimates.


    We intend to use Rs. 59.50 million in Fiscal 2012.

    4)         Direct costs for Neo Zindagi (including content costs)

    Our Company intends to utilize Rs. 200 million of Net Proceeds for covering initial costs for first year of operation
    for Neo Zindagi. The remaining costs will be funded through operating revenues. Detailed break-down of the direct
    cost is provided below:
                                                                                                                                             (Rs. in millions)
        Operating cost items                                                                                                       Cost#
        Initial production costs                                                                                                       65
        Programme acquisition costs                                                                                                    102
        Initial distribution and marketing                                                                                             33
        Total Direct Costs                                                                                                             200
        #
            Total costs are based on management estimates.


    We intend to use Rs. 200 million in Fiscal 2012.

b) Geographic expansion of Neo Cricket in North America

    Our Company intends to tap the demand for Indian cricket in different parts of the world, through Neo Sports
    Broadcast, especially in regions having a substantial concentration of Indian population. Neo Cricket already has a
    pan-Asian presence and is available in more than 25 countries which includes countries in the Middle-East, South
    Asia and South-East Asia. Our Company intends to expand the reach of Neo Cricket in North America, which we
    believe has a sizeable Indian diaspora.

    Recognizing the vast demand for cricket among South Asian community in the USA, we are in the process of
    launching Neo Cricket in the USA. In this regard, we have recently incorporated a company called ‘Neo Broadcast
    America, Inc.’ as subsidiary of Neo Broadcast Limited (formerly known as Nirvana Adzone Limited). The company

                                                                                     46
was incorporated under the laws of Delaware and undertakes sales and marketing operations from the state of New
Jersey to carry Neo Cricket across all cable and satellite platforms in the USA. We have also recruited a whole time
business and distribution head in the USA and plan to more employees in the next couple of months.

Neo Sports Broadcast intends to create separate television feed using the existing programming line-up, infrastructure
facilities and personnel for servicing the North American markets. Neo Sports Broadcast also intends to incur
additional capital expenditure for equipment and playout in addition to cost of delivery of feed to the target markets.

Our Company intends to use Rs.139.40 million of the Net Proceeds towards the geographic expansion of Neo Cricket
in North America. This covers the operating costs for the first year and second year, and also the one-time set-up
costs.

The detailed break-up of the cost for Neo Cricket in North America based on the quotation dated August 10, 2010 is
given below:
                                                                                                                                              (Rs. in millions)
    Sr. No       Description                                                                                                      Cost#

        1        Equipment list for US
        a        Ingest, Playout Server & centralized storage                                                                     4.23
        b        Channel branding system                                                                                          0.94
        c        Logo generator                                                                                                   0.56
        d        Automation system for play-list and as-run-log                                                                     -
        e        Testing and measurement system                                                                                   0.37
        f        Video and monitoring systems                                                                                     0.33
        g        Talkback panel system                                                                                            0.04
        h        Router                                                                                                           0.35
        I        IRD                                                                                                              0.16
        j        Video Switcher                                                                                                   0.47
        k        Additional digital glues                                                                                         0.94
        l        Audio monitoring                                                                                                 0.03
       m         Encoder                                                                                                          0.71
        n        ASI extractor (one service)                                                                                      0.24
        o        Sony Digibetacam player VTR for ingest                                                                           0.71
                 Total                                                                                                            10.08

        2        Equipment list for Mumbai
        a        Ingest, Playout Server & centralized storage                                                                     4.23
        b        Channel branding system                                                                                          0.94
        c        Automation system for play-list and as-run-log                                                                     -
        d        Testing and measurement system                                                                                   0.37
        e        Video and monitoring systems                                                                                     0.33
        f        Talkback panel system                                                                                            0.04
        g        Router                                                                                                           0.35
        h        IRD                                                                                                              0.16
        I        Video Switcher                                                                                                   0.47
        j        Additional digital glues                                                                                         0.94
        k        Audio monitoring                                                                                                 0.03
        l        Sony Digibetacam player VTR for ingest                                                                           0.71
       m         ASI to Telco or Ethernet output                                                                                  1.18
        n        ACO-ASI                                                                                                          0.30
                 Total                                                                                                            10.05
                 GRAND TOTAL                                                                                                      20.13
#
 The total capital expenditure estimated for geographic expansion of Neo Cricket in North America is Rs. 20.13 million which is based on the quotation received in
USD. For the purpose of above computation 1 USD = 47 INR (approx.).


Apart from the one-time capital expenditure costs, our Company also intends to utilize Rs. 119.27 million to cover
operating cost for the first two years. Following is the detailed break-up of the estimated direct costs for the first two
years:



                                                                               47
                                                                                                                       (Rs. in millions)
                                                                                  Cost in Year 1#                 Cost in Year 2#
      Operating cost items                                                        (August 2010 to                 (April 2011 to
                                                                                    March 2011)                    March 2012)
      Distribution costs to be incurred in U.S.                                        23.06                           30.49
      Distribution costs to be incurred in Canada                                      4.23                            12.92
      Legal and marketing costs                                                        10.48                           8.70
      Maintenance/ insurance                                                           4.36                            7.93
      Miscellaneous                                                                    8.31                            8.79
      Total operating costs                                                            50.44                           68.83
      Net utilisation from Net Proceeds                                                               119.27
      #
          Total costs are based on management estimates.


     Any expenses incurred by Neo Sports Broadcast towards expansion of broadcasting business till the actual utilization
     of the Net Proceeds would be recouped from the Net Proceeds.

c)   Upgradation of Neo infrastructure

     Our Company intends to utilize Rs.349.87million of Net Proceeds for upgrading the Neo broadcasting infrastructure
     from standard definition (“SD”) to high definition (“HD”) and expects to upgrade the infrastructure by the first
     quarter of 2012.

     We are upgrading the entire infrastructure to HD production for producing HD and SD content simultaneously. Our
     intention is to serve Indian and international market with SD and HD simultaneously. Almost all the international
     broadcasters in the world are moving towards HD. Sports content is increasingly being produced in HD format and
     we are also receiving most of the content feed on HD. In addition to this, HD is becoming popular in India and we
     will be targeting especially DTH and digital operators like major MSO's who are already capable of HD service and
     have scope for moving to HD if they haven't already.

     The facility upgrade would involve only upgradation and new purchase of HD equipment. The budgetary cost
     summary for upgrading SD facility to HD production facility based on quotations dated August 10, 2010 given
     below:

      Sr.
      No       Description                                                                          Budgetary cost in Rs. in million
               Capital expenditure
      1        Production & Playout
      (a)      Broadcast IT                                                                                        109.04
      (b)      Broadcast Video & Audio                                                                              87.89
      2        Uplink & Downlink
      (a)      Downlink                                                                                             1.88
      (b)      Compression Chain                                                                                    17.86
      (c)      Encryption System (CAS3 version)                                                                     5.17
      (d)      Set top boxes (10000 quantity)                                                                       56.40
      (e)      Irdeto Smart Cards (10000 quantity)                                                                  4.70
      3        Channel Branding/Packaging
      (a)      Channel Re-branding/Re-packaging cost                                                                15.04
      4        Studio & PCR
      (a)      Broadcast Video & Audio equipment cost                                                               44.65
      5        Set
      (a)      Real set cost + one time costing for lighting cameraman etc                                          3.53
      6        Fit out costs
      (a)      Broadcast desk fit outs                                                                              0.94
      (b)      Office IT items                                                                                      0.71
      7        Miscellaneous
      (a)      Installation & Training                                                                              1.41
      (b)      Pre-operating expenses                                                                               0.66


                                                                             48
      Sr.
      No    Description                                                                        Budgetary cost in Rs. in million
            Total                                                                                             349.87


d) Acquisition of new broadcasting rights

     In addition to the existing rights, Neo Sports Broadcast further intends to acquire new broadcasting rights, to
     strengthen its position in the market. We intend to use Rs.500 million of the Net Proceeds for the purpose of
     acquisition of new broadcasting rights from sports rights management companies who own the broadcast rights of
     such sports events.

     Neo Sports Broadcast actively engages with rights holders and federations and evaluates opportunities for rights
     acquisition on an ongoing basis. For further details, please refer section titled “Business” on page 78 of this Draft
     Red Herring Prospectus. We believe that the following opportunities for rights acquisitions may arise in the near
     future:

                                                     Particulars                                            Rights Period

      UEFA European Championships 2012 Football (Media rights for Indian sub-continent)                          2012

      The Football Association (Media rights for Indian sub-continent)                                    2012-13 onwards
      FA Premier League football (media rights for Indian sub-continent)                                      2013 – 16
      FIFA Football World Cup 2014 (Media rights for Indian sub-continent)                                       2014

      Asian Games 2014 (Media rights for Indian sub-continent)                                                   2014


     These rights are expected to become available through tenders or come up for negotiations with the rights holders at
     various points of time prior to the commencement of rights period. It is not possible at this stage to estimate the likely
     costs of these rights since it would depend on the market conditions prevailing at that time and the rights may be
     awarded through a competitive bidding process. Neo Sports Broadcast would seek to participate in one or more of
     these rights acquisition opportunities. Upon successful acquisition of some of these rights, Neo Sports Broadcast may,
     depending on the terms specified by the rights owner, selectively need to provide partial advance payments, financial
     guarantees or cash deposits.

     The above estimates have been arrived based on past experience where our Company participated in the tender
     process for bidding and acquisition of various broadcasting rights of sports events.

     For example in the past the broadcasting rights for the Indian subcontinent for the events such as Champions Tour
     Events in US/ PGA Tour Asia, “Bundesliga” German Soccer League, Italian Soccer “Serie A”, Davis Cup / Fed Cup,
     NASCAR Sprint Cup Series were acquired by Neo Sports Broadcast for an approximate amount of Rs.175 million.

3.   General Corporate Purposes

     In accordance with the policies set up by the Board, our Company will have flexibility in applying the remaining Net
     Proceeds for general corporate purposes, including but not restricted to expansion of home video, new media
     business, strategic initiatives and acquisitions, brand building exercises, strengthening of our marketing initiatives and
     meeting exigencies which our Company may be subject to in the ordinary course of its business or for any other
     purposes as approved by the Board.

     Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise
     its business plan from time to time and consequently our funding requirement and deployment of funds may also
     change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing
     expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of a shortfall in the Net Proceeds,
     our management may explore a range of options including utilizing our internal accruals or seeking debt. Our
     management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked
     for general corporate purposes.

     Appraisal

     Our fund requirements as described above are based on management estimates and our current business plan and have
     not been appraised by any bank or financial institution. Also see, “Risk Factors –“The funding requirements of our
     Company as described in "Objects of the Issue" are based on management estimates and have not been appraised
     or evaluated by any bank or financial institution”.

                                                                           49
Interim use of Net Proceeds

Our Company’s management, in accordance with the policies established by the Board, will have flexibility in
deploying the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company
intends to temporarily invest the funds in high quality interest bearing liquid instruments including deposits with
banks or temporarily deploy the funds in working capital loan accounts. Such investments would be in accordance
with the investment policies formulated or investment approvals granted by the Board from time to time.

Issue Expenses*

The total expenses of the Issue are estimated to be approximately Rs.[●] million. The Issue related expenses include,
among others, Issue management fees, registrar fees, printing and distribution expenses, fees of the legal counsels,
advertisement and road show expenses, stamp duty, depository charges, listing fees to the Stock Exchanges. Lead
Management, selling commission would be shared by our Company and Selling Shareholders on a pro rata basis as
mutually agreed. All other expenses shall be borne by our Company. The breakdown of the total expenses for the
Issue estimated at approximately [●] % of the Issue is as follows:

                                                                                                                     As % of
                          Activity                       Expenses (Rs. in million)*   As % of total Issue Expenses
                                                                                                                      Issue

Lead Management, selling commission underwriting                    [●]                           [●]                  [●]
and SCSB’s commissions

Listing fees and grading agency fees                                [●]                           [●]                  [●]

Advertising and marketing expenses                                  [●]                           [●]                  [●]
Printing and stationery                                             [●]                           [●]                  [●]

Fee to Registrar to the Issue and Bankers to the Issue              [●]                           [●]                  [●]

Advisors (legal and others)                                         [●]                           [●]                  [●]

Others                                                              [●]                           [●]                  [●]

 Total estimated Issue expenses                                     [●]                           [●]                  [●]
*To be completed after finalization of Issue Price

Monitoring of utilisation of funds

Our Board shall monitor the utilization of the Net Proceeds. We will disclose the utilization of the Net Proceeds under
a separate head along with details, for all such Net Proceeds that have not been utilized. We will indicate investments,
if any, of unutilized Net Proceeds in our balance sheet for the relevant Financial Years subsequent to our listing.
Pursuant to Clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the Audit
Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a statement
of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the
Audit Committee. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in
full. The statement will be certified by the statutory auditors of our Company.

Our Company shall be required to inform the Stock Exchanges of any material deviations in the utilisation of Net
Proceeds and shall also be required to simultaneously make the material deviations/adverse comments of the Audit
Committee public through advertisement in newspapers.

Other Confirmation

No part of the Net Proceeds will be paid by us as consideration to our Promoters, our Directors, Promoter companies,
Group Companies or key managerial personnel, except in the normal course of our business.

No part of the Net Proceeds will be used for Promoters’ Contribution.




                                                                  50
                                                   Basis for Issue Price

The Issue Price will be determined by the Company in consultation with the BRLMs & Co-BRLM on the basis of
assessment of market demand for the Equity Shares through the Book Building Process. The face value of the Equity
Shares is Rs. 10 each. The financial data presented in this section are based on the Company’s restated financial
statements. Investors should also refer to the sections “Risk Factors” and “Financial Statements” on pages xii and
142 respectively, of this Draft Red Herring Prospectus to get a more informed view before making the investment
decision.

Qualitative Factors
Some of the qualitative factors which form the basis for computing the price are:
   • Leadership position in India and established track record in sports rights management
   • Leadership position in sports broadcasting in India
   • Integrated business model in sports encompassing acquisition of commercial rights, production and
         broadcasting
   • Strong relationships with sports federations
   • Experienced management team

Quantitative Factors

1.   Diluted Earnings Per Share (EPS):
     On consolidated basis

      Period                                                      Diluted EPS (Rs.)           Weightage
      Year ended March 31, 2010                                        (23.40)                    3
      Year ended March 31, 2009                                        (40.39)                    2
      Year ended March 31, 2008                                        (33.18)                    1
      Weighted Average                                                 (30.69)

     On unconsolidated basis

      Period                                                      Diluted EPS (Rs.)           Weightage
      Year ended March 31, 2010                                          4.83                     3
      Year ended March 31, 2009                                          0.82                     2
      Year ended March 31, 2008                                          0.95                     1
      Weighted Average                                                   2.85

Note:
The earning per share has been computed by dividing net profit, as restated, after tax attributable to equity
shareholders by weighted average number of diluted Equity Shares outstanding during the year. Weighted
average number of Equity Shares has been computed as per Accounting Standard -20 “Earning per Share”
issued by Institute of Chartered Accountants of India.

2.   Price to Earnings (P/E) ratio in relation to Issue Price of Rs. [●]:

     a.   Based on the diluted EPS of Rs. (23.40) as per consolidated financials for the year ended March 31, 2010,
          the P/E ratio is [●]*
     b.   Based on the diluted EPS of Rs. 4.83 as per unconsolidated financials for the year ended March 31, 2010, the
          P/E ratio is [●]*
     c.   Based on the weighted average diluted EPS of Rs. (30.69), as per consolidated financials the P/E ratio is
          [●]*
     d.   Based on the weighted average diluted EPS of Rs. 2.85, as per unconsolidated financials the P/E ratio is [●]*
          *P/E Ratio will be determined on conclusion of book building process.

     e.   Industry P/E#
          i) Highest: 132.2
          ii) Lowest: 7.5
          iii) Average: 26.7
          #
            Source:"Capital Market Volume XXV/15; 20 September 2010 - 3October 2010; 23/03/10 Industry
          Classification: Entertainment / Electronic Media Software”.


                                                             51
3.   Return on Net Worth

     As per consolidated restated financial statements
      Period                                                         Return on Net                Weightage
                                                                       Worth(%)
      Year ended March 31, 2010                                         (31.87%)                       -
      Year ended March 31, 2009                                            NA                          -
      Year ended March 31, 2008                                            NA                          -
      Weighted Average                                                     NA                          -
     *We on a consolidated basis have a negative networth incurred losses in the Fiscal 2008 and 2009 and therefore
     we cannot calculate the return on net worth for those years.

     As per unconsolidated restated financial statements
      Period                                                           Return on Net               Weightage
                                                                        Worth(%)
       Year ended March 31, 2010                                           3.10                         3
       Year ended March 31, 2009                                           1.91                         2
       Year ended March 31, 2008                                           2.34                         1
       Weighted Average                                                    2.58

     Note: Net worth has been computed by aggregating share capital, reserves and surplus and adjusting for
     revaluation reserves, as per our audited restated financial statements.

4.    Minimum Return on increased Net Worth required to maintain pre-Issue EPS.

     The minimum return on increased net worth required to maintain pre-Issue EPS of Rs. [●]:
     Based on consolidated restated financial statements:
         a. At the Floor Price – [●]%
         b. At the Cap Price – [●]%
     Based on Unconsolidated Restated Financial Statements:
         a. At the Floor Price – [●]%
         b. At the Cap Price – [●]%

5.   Net Asset Value per Equity Share

     Based on consolidated restated financial statements:
         As of March 31, 2010, Rs. 72.66

     Based on unconsolidated Restated Financial Statements:
         As of March 31, 2010, Rs. 154.51

     • NAV per Equity Share after the Issue is Rs. [●]
     • Issue Price per Equity Share is Rs. [●]*
     *Issue Price per Equity Share will be determined on conclusion of book building process.

#Net Asset Value per Equity Share represents Net Worth excluding revaluation reserve at the end of the year,, as
restated divided by the number of Equity Shares outstanding at the end of the period/ year.

6.    Comparison of Accounting Ratios

                                                      EPS (Rs.)     P/E         Return on Net        Book
                                                                                Worth (%)            Value/
                                                                                                     Share
      Nimbus Communications Limited as of                4.83     [●]            (3.1)                 154.51
      March 31, 2010*
      ZEE Entertainment                                   8.9     28.7            13.9            55.5
      UTV Software                                       13.9    22.4             5.7            244.7
      SUN TV                                             13.1     32.4            29.8            51.1
     *Based on standlone financial statements
     Source: "Capital Market Volume XXV/15; 20 September 2010 - 3October 2010; 23/03/10 Industry
     Classification: Entertainment / Electronic Media Software”.
     Note: EPS, RONW and NAV based on March 31, 2010 and P/E based on trailing twelve months and market data

                                                            52
Our Company is engaged in the business of acquisition, management and marketing of commercial rights
relating to cricket events globally. There are no listed entities which are strictly comparable with our Company.
We are also involved in the broadcasting business through out joint venture with Neo Sports Broadcast which
owns and operates two 24-hour sports channels, namely Neo Cricket and Neo Sports. Our broadcasting
advertisement income was Rs 1,345.06 million which are 17.46% of the total consolidated revenues of our
Company for the year ended March 31, 2010. The peer group above has been determined on the basis of listed
companies comparable to our company engaged in the business of broadcasting. The Issue Price of Rs. [●] is
determined by the Company, in consultation with the BRLMs & Co-BRLM, on the basis of assessment of market
demand for the Equity Shares through the Book Building Process and is justified based on the above accounting
ratios. See the section titled “Risk Factors”, “Business” and “Financial Statements” on pages xii, 78 and 142
respectively of this Draft Red Herring Prospectus to have a more informed view.




                                                     53
                                               Statement of Tax Benefits

Date: September 23, 2010

To,
The Board of Directors,
Nimbus Communications Limited,
Nimbus Centre Oberoi Complex,
Andheri (East),
Mumbai – 400 059.
Maharashtra, India.

Dear Sirs,

Subject: Statement of Possible Tax Benefits

We hereby report that the enclosed annexure states the probable tax benefits that may be available to Nimbus
Communications Limited (the “Company”) and to the shareholders of the Company under the provisions of the
Income Tax Act, 1961 (IT Act) and other allied direct and indirect tax laws presently prevailing and in force in India.

Several of these benefits are subject to the Company or its shareholders fulfilling the conditions prescribed under the
relevant tax laws and their interpretations. Hence, the ability of the Company or its Shareholders to derive tax benefits
is subject to fulfilment of such conditions, which based on business imperatives the Company faces in the future, the
Company may or may not choose to fulfil.

The benefits discussed in the enclosed statement are neither exhaustive nor are they conclusive. This statement is only
intended to provide general information and to guide the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws,
each investor is advised to consult his/her/their own tax consultant with respect to the specific tax implications arising
out of their participation in the issue.

We do not express any opinion or provide any assurance as to whether:

         The Company or its shareholders will continue to obtain these benefits in future; or

         The conditions prescribed for availing the benefits have been / would be met with.

         The revenue authorities / courts will concur with the views expressed herein.

The contents of this annexure are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.

While all reasonable care has been taken in the preparation of this opinion we accept no responsibility for any errors
and omissions therein or for any loss sustained by any person who relies on it.

This report is intended solely for information and for the inclusion in the offer Document in connection with the
proposed IPO of the Company under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 (the SEBI ICDR Regulations) and is not to be used, referred to or distributed for
any other purpose without our prior written consent.

For S A R A & ASSOCIATES
Firm Reg. No. 120927W
Chartered Accountants



(Alok Bairagra)
Partner
Membership No. 105153




                                                           54
1. Special Tax benefits available to the Company

No special tax benefit is available to the Company.
2. General tax benefits available to the Company under the Income-tax Act, 1961 (‘the Act’)

A) Business Income:

A.i. Depreciation

The Company is entitled to claim depreciation on:

    specified tangible assets (being Buildings, Plant & Machinery, Computer and Vehicles); and

    intangible assets (being Knowhow, Copyrights, Patents, Trademarks, Licenses, Franchises or any other business
    or commercial rights of similar nature acquired on or after 1st April, 1998) owned by it and used for the purpose
    of its business under section 32 of the Act.

In case of any new plant and machinery (other than ships and aircraft) that will be acquired and installed by the
Company engaged in the business of manufacture or production of any article or thing, the Company will be entitled
to a further sum equal to twenty per cent of the actual cost of such machinery or plant subject to conditions specified
in section 32 of the Act.

Unabsorbed depreciation if any, for an Assessment Year (AY) can be carried forward & set off against any source of
income in subsequent AYs as per section 32 (2) subject to the provisions of sub-section (2) of section 72 and sub-
section (3) of section 73 of the Act.

A.ii. Preliminary Expenditure:

As per Section 35D, the Company is eligible for deduction in respect of specified preliminary expenditure incurred by
the Company in connection with extension of its undertaking or in connection with setting up a new unit for an
amount equal to 1/5th of such expenses over 5 successive AYs subject to conditions and limits specified in that
section 35D(3).

A.iii. Carry forward of business loss

Business losses if any, for any AY can be carried forward and set off against business profits for eight subsequent
AYs.

A.iv. MAT Credit:

As per section 115JAA(1A), the Company is eligible to claim credit for Minimum Alternate Tax (“MAT”) paid under
sub-section (1) of section 115JB for any AY commencing on or after April 1, 2006 against normal income tax
payable in subsequent AYs. MAT credit shall be allowed under sub-section (1A) shall be the difference of the tax
paid for any assessment year under sub-section (1) of section 115JB and the amount of tax payable by the assessee on
his total income computed in accordance with the other provisions of this Act.

The amount of tax credit determined shall be carried forward and set off up to 7 (seven) AYs immediately succeeding
the assessment year in which tax credit becomes allowable.

All the deductions mentioned above, will result into reduction in tax liability of the company.

B) Capital Gains:

B. i. Capital asset means property of any kind held by an assessee whether or not connected with his business or
profession but does not include any stock-in-trade, consumables stores or Raw Materials held for the purpose of his
business or profession and personal effects i.e. movable property held for personal use.


Capital assets may be categorised into short term capital assets and long term capital assets based on the period of
holding.

Shares in a company, listed securities or units of UTI or units of mutual fund specified under section 10 (23D) or zero
coupon bond will be considered as long term capital assets if they are held for a period exceeding twelve months. In
case of all other assets if the period of holding exceeds thirty six months they are termed as long term capital assets.


                                                          55
B. ii.

a. Long term Capital Gain (LTCG)

LTCG means capital gain arising from the transfer of a long term capital asset.

b. Short Term Capital Gain (STCG)

STCG means gain arising out of transfer of capital asset being share held in a company or any other security listed in
a recognized stock exchange in India or unit of the Unit Trust of India or a unit of a mutual fund specified under
clause (23D) of section 10, held by an assessee for 12 months or less.

In respect of any other capital asset, STCG means capital gain arising from the transfer of capital asset, held by an
assessee for 36 months or less.

(i)      As per Section 48 of the ITA, which prescribes the mode of computation of capital gains, provides for
         deduction of cost of acquisition/ improvements and expenses incurred in connection with the transfer of a
         capital asset, from the sale consideration to arrive at the amount of capital gains.

(ii)     As per second and third proviso to section 48, LTCG arising on transfer of capital assets, other than
          bonds and debentures excluding capital indexed bonds issued by Government, is to be computed by
         deducting the indexed cost of acquisition and indexed cost of improvement from the full value of
         consideration.

(iii)    Further as per fifth proviso to Section 48 of the ITA, while computing income under the head “Capital
         Gains”, no deduction shall be allowed in respect of any sum paid on account of securities transaction tax.

(iv)     As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed securities where such
         transaction is not chargeable to securities transaction tax (STT) will be charged to tax at the rate of 20% (plus
         applicable surcharge and education cess and Secondary and higher education cess) after considering
         indexation benefits or at 10% (plus applicable surcharge and education cess and Secondary and higher
         education cess) without indexation benefits, whichever is less.

(v)      As per section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented fund, on a
         recognized stock exchange are subject to tax at the rate of 15 per cent (plus applicable surcharge and
         education cess and Secondary and higher education cess), provided the transaction is chargeable to STT.

(vi)     As per Section 10(38) of the ITA, long term capital gains arising to the company from the transfer of long
         term capital asset being an equity share in a company or a unit of an equity oriented fund where such
         transaction is chargeable to securities transaction tax will be exempt in the hands of the Company.

         For this purpose, “Equity Oriented Fund” means a fund -

         a. where the investible funds are invested by way of equity shares in domestic companies to the extent of
         more than sixty five percent* of the total proceeds of such funds; and

         b. which has been set up under a scheme of a Mutual Fund specified under Section 10(23D) of the ITA.

         *Provided that the percentage of equity shareholding of the fund shall be computed with reference to the
         annual average of the monthly averages of the opening and closing figures;

(vii)     As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the company in
          relation to income which does not form part of the total income under this Act.

(viii)   If the Company is paying tax as per Section 115JB, while calculating “book profits” the Company will not be
          able to reduce the long term capital gains to which the provisions of Section 10(38) of the ITA apply and
          will be required to pay Minimum Alternate Tax @ 10% (plus applicable surcharge and education cess and
          Secondary and higher education cess) of the book profits.

(ix)      As per section 71 read with section 74, Short-term capital loss arising during a year is allowed to be set off
          against short-term as well as long-term capital gains of the said year. Balance loss, if any, should be carried
          forward and set-off against short-term as well as longterm capital gains for subsequent 8 years.

(x)       As per section 71 read with section 74, Long-term capital loss arising during a year is allowed to be set off
          only against long-term capital gains. Balance loss, if any, should be carried forward and set-off against
          subsequent year’s long-term capital gains for subsequent 8 years.
                                                            56
(xi)    As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long term
        capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a longterm
        capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a “long
        term specified asset” within a period of 6 months after the date of such transfer. It may be noted that
        investment made on or after April 1, 2007 in the long term specified asset by an assessee during any
        financial year cannot exceed Rs. 50 lacs.

However, if the Company transfers or converts the long term specified asset into money within a period of three years
from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-
term capital gains in the year in which the long term specified asset is transferred or converted into money.

A “long term specified asset” for making investment under this section on or after 1st April 2007 means any bond,
redeemable after three years and issued on or after the 1st April 2007 by:

a. National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act,
1988; or

b. Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.
C) Income from Other Sources

Dividend Income:

        As per Section 10(34) of the ITA, any income by way of dividends referred to in Section 115 - O (i.e.
        dividends declared, distributed or paid on or after 1st April, 2003 by domestic companies) received on the
        shares of any company is exempt from tax.

        As per Section 10(35) of the ITA, the following income will be exempt in the hands of the company:

        (a) Income received in respect of the units of a Mutual Fund specified under clause (23D) of section 10; or
        (b) Income received in respect of units from the Administrator of the specified undertaking; or

        (c) Income received in respect of units from the specified company:

        However, this exemption does not apply to any income arising from transfer of units of the Administrator of
        the specified undertaking or of the specified Company or of a mutual fund, as the case may be.

        For this purpose (i) “Administrator” means the Administrator as referred to in Section 2(a) of the Unit Trust
        of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a Company as
        referred to in Section 2(h) of the said Act.

        D) Dividend Distribution Tax:

        The domestic company is required to pay dividend distribution tax u/s 115O @ 15% (plus applicable
        surcharge and education cess and Secondary and higher education cess).

        However, the company will also be entitled to avail the credit of dividend received by it from its subsidiaries
        in accordance with the provisions of section 115-O (1A) on which tax on distributed profits has been paid by
        the subsidiary. This credit is available to ultimate parent company i.e. the domestic company is not a
        subsidiary of any other company.

        For the purposes of this sub-section, a company shall be a subsidiary of another company, if such other
        company holds more than half in nominal value of the equity share capital of the company.

        3. Special Tax benefits available to the shareholders of the Company

        No special Tax benefit is available to the shareholders of the Company.

        4. General Tax benefits available to the Shareholders (not engaged in business or profession of shares
        trading) of the company

        4.1 Resident Shareholders

        4.1.i Dividend income:

                                                         57
Dividend (both interim and final) income, if any, received by the resident shareholder from a domestic
company is exempt under Section 10(34) read with Section 115O of the Act.

4.1.ii Capital gains:

(i) As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term
capital asset if the same are held by the assessee for more than twelve months period immediately preceding
the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets
would be available if the shares are held for more than twelve months.

(ii) As per Section 48 of the ITA, which prescribes the mode of computation of capital gains, provides for
deduction of cost of acquisition/ improvements and expenses incurred in connection with the transfer of a
capital asset, from the sale consideration to arrive at the amount of capital gains.

(iii) As per second and third proviso to section 48, LTCG arising on transfer of capital assets, other than
bonds and debentures excluding capital indexed bonds issued by Government, is to be computed by
deducting the indexed cost of acquisition and indexed cost of improvement from the full value of
consideration.

(iv) As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed securities where
such transaction is not chargeable to STT will be charged to tax at the rate of 20% (plus applicable surcharge
and education cess and Secondary and higher education cess) after considering indexation benefits or at 10%
(plus applicable surcharge and education cess and Secondary and higher education cess) without indexation
benefits, whichever is less.

(v) As per section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented fund,
on a recognized stock exchange are subject to tax at the rate of 15 per cent (plus applicable surcharge and
education cess and Secondary and higher education cess), provided the transaction is chargeable to STT.

(vi) If the resident shareholder is a company is paying tax as per Section 115JB, while calculating “book
profits” the Company will not be able to reduce the long term capital gains to which the provisions of
Section 10(38) of the ITA apply and will be required to pay Minimum Alternate Tax @ 10% (plus
applicable surcharge and education cess and Secondary and higher education cess) of the book profits.

(vii) As per section 71 read with section 74, Short-term capital loss arising during a year is allowed to be set
off against short-term as well as long-term capital gains of the said year. Balance loss, if any, should be
carried forward and set-off against short-term as well as long term capital gains for subsequent 8 years.

(viii) As per section 71 read with section 74, Long-term capital loss arising during a year is allowed to be set
off only against long-term capital gains. Balance loss, if any, should be carried forward and set-off against
subsequent year’s long-term capital gains for subsequent 8 years.

(ix) As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long term capital
asset being an equity share of the Company, where such transaction is chargeable to securities transaction
tax, will be exempt in the hands of the shareholder.

(x) Further as per proviso 5 of Section 48 of the ITA, while computing income under the head “Capital
Gains”, no deduction shall be allowed in respect of any sum paid on account of securities transaction tax.

(xi)As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the company in
relation to income which does not form part of the total income under this Act.

(xii) As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long
term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long
term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a
“long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that
investment made on or after April 1, 2007 in the long term specified asset by an assessee during any
financial year cannot exceed Rs. 50 lacs.

 However, if the shareholder transfers or converts the long term specified asset into money within a period
 of three years from the date of its acquisition, the amount of capital gains exempted earlier would become
 chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred
 or converted into money.

 A “long term specified asset” for making investment under this section on or after 1st April 2007 means
 any bond, redeemable after three years and issued on or after the 1st April 2007 by:


                                                  58
  a. National Highways Authority of India constituted under Section 3 of the National Highways Authority
  of India Act, 1988; or

 b. Rural Electrification Corporation Limited, a company formed and registered under the Companies
 Act, 1956.

 (xiii) As per Section 54F of the ITA, long term capital gains (in cases not covered under Section 10(38))
 arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family
 (HUF) will be exempt from capital gains tax if the net consideration is utilised, within a period of one year
 before, or two years after the date of transfer, in the purchase of a residential house, or for construction of a
 residential house within three years. Such benefit will not be available:

 (a) if the individual or Hindu Undivided Family-

     owns more than one residential house, other than the new residential house, on the date of transfer of the
     shares; or

     purchases another residential house within a period of one year after the date of transfer of the shares; or

     constructs another residential house within a period of three years after the date of transfer of the shares;
     and

 (b) the income from such residential house, other than the one residential house owned on the date of
 transfer of the original asset, is chargeable under the head “Income from house property”.

If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the
capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will
be exempt.

If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be income
chargeable under the head “Capital Gains” of the year in which the new residential house is transferred.

 4.1.iii Clubbing of Income:

 Any income of minor children clubbed with the total income of the parent under section 64(1A) of the IT
 Act, will be exempt from tax to the extent of Rs. 1500/- per minor child under section 10(32) of the IT Act.

 4.2 Tax Benefits available to Non-Resident Indians/Non-Resident Shareholders (Other than FIIs)

 4.2.i Dividend income:

 Dividend (both interim and final) income, if any, received by the non-resident shareholders from a domestic
 company shall be exempt under section 10(34) read with Section 115-O of the Act.

 4.2.ii Capital gains:

 (i) As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term
 capital asset if the same are held by the assessee for more than twelve months period immediately preceding
 the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets
 would be available if the shares are held for more than twelve months.

 (ii) As per Section 48 of the ITA, which prescribes the mode of computation of capital gains, provides for
 deduction of cost of acquisition/ improvements and expenses incurred in connection with the transfer of a
 capital asset, from the sale consideration to arrive at the amount of capital gains.

 (iii) As per first proviso to Section 48 of the ITA, in case of a non resident shareholder, the capital gain/loss
 arising from transfer of shares of the Company, acquired in convertible foreign exchange, is to be computed
 by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively
 incurred in connection with such transfer, into the same foreign currency which was initially utilized in the
 purchase of shares. Cost Indexation benefit will not be available in such a case.

 (iv) As per second and third proviso to section 48, LTCG arising on transfer of capital assets, other than
 bonds and debentures excluding capital indexed bonds issued by Government, is to be computed by
 deducting the indexed cost of acquisition and indexed cost of improvement from the full value of
 consideration.

                                                    59
(v) As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long term capital
asset being an equity share of the Company, where such transaction is chargeable to securities transaction
tax, will be exempt in the hands of the shareholder.

(vi) As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed securities where
such transaction is not chargeable to STT will be charged to tax at the rate of 20% (plus applicable surcharge
and education cess and Secondary and higher education cess) after considering indexation benefits or at 10%
(plus applicable surcharge and education cess and Secondary and higher education cess) without indexation
benefits, whichever is less.

(vii) As per section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented fund,
on a recognized stock exchange are subject to tax at the rate of 15 per cent (plus applicable surcharge and
education cess and Secondary and higher education cess), provided the transaction is chargeable to STT.

(viii) As per section 71 read with section 74, Short-term capital loss arising during a year is allowed to be
setoff against short-term as well as long-term capital gains of the said year. Balance loss, if any, should be
carried forward and set-off against short-term as well as long term capital gains for subsequent 8 years.

 (ix) As per section 71 read with section 74, Long-term capital loss arising during a year is allowed to be set
off only against long-term capital gains. Balance loss, if any, should be carried forward and set-off against
subsequent year’s long-term capital gains for subsequent 8 years.

(x) Further as per proviso 5 of Section 48 of the ITA, while computing income under the head “Capital
Gains”, no deduction shall be allowed in respect of any sum paid on account of securities transaction tax.

(xi) As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the company in
relation to income which does not form part of the total income under this Act.

(xii) As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long
term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long
term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a
“long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that
investment made on or after April 1, 2007 in the long term specified asset by an assessee during any
financial year cannot exceed Rs. 50 lacs.

However, if the shareholder transfers or converts the long term specified asset into money within a period of
three years from the date of its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred
or converted into money.

A “long term specified asset” for making investment under this section on or after 1st April 2007 means any
bond, redeemable after three years and issued on or after the 1st April 2007 by:

a. National Highways Authority of India constituted under Section 3 of the National Highways
Authority of India Act, 1988; or

b. Rural Electrification Corporation Limited, a company formed and registered under the Companies
Act, 1956.

(xiii) As per Section 54F of the ITA, long term capital gains (in cases not covered under Section 10(38))
arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family
(HUF) will be exempt from capital gains tax if the net consideration is utilised, within a period of one year
before, or two years after the date of transfer, in the purchase of a residential house, or for construction of a
residential house within three years. Such benefit will not be available:

(a) if the individual or Hindu Undivided Family-

    owns more than one residential house, other than the new residential house, on the date of transfer of the
    shares; or

    purchases another residential house within a period of one year after the date of transfer of the shares; or

    constructs another residential house within a period of three years after the date of transfer of the
    shares; and

(b) the income from such residential house, other than the one residential house owned on the date of
transfer of the original asset, is chargeable under the head “Income from house property”.
                                                   60
If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the
capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will
be exempt.

If the new residential house is transferred within a period of three years from the date of purchase     or
construction, the amount of capital gains on which tax was not charged earlier, will be deemed to be income
chargeable under the head “Capital Gains” of the year in which the new residential house is transferred.

4.2.iii Special provisions in respect of income / LTCG from specified foreign exchange assets available
to Non resident Indians under Chapter XII-A

(i) Non-Resident Indian (NRI) means a citizen of India or a person of Indian origin who is not a resident,
Person is deemed to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in
undivided India.

(ii) Specified foreign exchange assets include shares of an Indian company acquired/purchased/subscribed
by NRI in convertible foreign exchange.

(iii) As per Section 115E of the ITA, in the case of a shareholder being a Non-Resident Indian, and
subscribing to the shares of the Company in convertible foreign exchange, in accordance with and subject to
the prescribed conditions, long term capital gains arising on transfer of the shares of the Company (in cases
not covered under Section 10 (38) of the ITA) will be subject to tax at the rate of 10% (plus applicable
surcharge and education cess and Secondary and higher education cess), without any indexation benefit.

(iv) As per Section 115F of the ITA and subject to the conditions specified therein, in the case of a
shareholder being a Non-Resident Indian, gains arising on transfer of a long term capital asset being shares
of the Company will not be chargeable to tax if the entire net consideration received on such transfer is
invested within the prescribed period of six months in any specified asset or savings certificates referred to
in Section 10(4B) of the ITA. If part of such net consideration is invested within the prescribed period of six
months in any specified asset or savings certificates referred to in Section 10 (4B) of the ITA then such gains
would not be chargeable to tax on a proportionate basis. Further, if the specified asset or savings certificate
in which the investment has been made is transferred within a period of three years from the date of
investment, the amount of capital gains tax exempted earlier would become chargeable to tax as long term
capital gains in the year in which such specified asset or savings certificates are transferred.

(v) As per Section 115G of the ITA, Non-Resident Indians are not obliged to file a return of income under
         Section 139(1) of the ITA, if their only source of income is income from specified investments or
long term capital gains earned on transfer of such investments or both, provided tax has been deducted at
source from such income as per the provisions of Chapter XVII-B of the ITA.

(vi) As per Section 115H of the ITA, where Non-Resident Indian becomes assessable as a resident in India,
he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year
under Section 139 of the ITA to the effect that the provisions of Chapter XIIA shall continue to apply to him
in relation to such investment income derived from the specified assets for that year and subsequent
assessment years until such assets are converted into money.

(vii) As per Section 115I of the ITA, a Non-Resident Indian may elect not to be governed by the provisions
of Chapter XII-A for any assessment year by furnishing a declaration along with his return of income for
that assessment year under Section 139 of the ITA, that the provisions of Chapter XII-A shall not apply to
him for that assessment year and accordingly his total income for that assessment year will be computed in
accordance with the other provisions of the ITA.

4.2.iv Clubbing of Income:

Any income of minor children clubbed with the total income of the parent under section 64(1A) of the ITA,
will be exempt from tax to the extent of Rs. 1500/- per minor child under section 10(32) of the ITA.

4.2.v Tax Treaty Benefits:

In respect of non-residents (including Foreign Company), the tax rates and consequent taxation mentioned
above will be further subject to any benefits available under the Tax Treaty, if any, between India and the
country in which the non-resident or Foreign Company is resident. As per the provisions of Section 90(2) of
the ITA, the provisions of the ITA would prevail over the provisions of the Tax Treaty to the extent they are
more beneficial to the non-resident or Foreign Company.

4.3 Tax Benefits available to Foreign Institutional Investors (FIIs)

4.3.1 Dividend income:
                                                  61
Dividend (both interim and final) income, if any, received by the shareholder from the domestic company
shall be exempt under Section 10(34) read with Section 115O of the Act.

4.3.2 Capital Gains:

(i) As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long term
capital asset if the same are held by the assessee for more than twelve months period immediately preceding
the date of its transfer. Accordingly, the benefits enumerated below in respect of long term capital assets
would be available if the shares are held for more than twelve months.

(ii) As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long term capital
         asset being an equity share of the Company, where such transaction is chargeable to securities
transaction        tax, will be exempt in the hands of the shareholder.

(iii) As per Section 14A, no deduction shall be allowed in respect of expenditure incurred by the company in
relation to income which does not form part of the total income under this Act.

(iv) As per section 71 read with section 74, Short-term capital loss arising during a year is allowed to be
setoff against short-term as well as long-term capital gains of the said year. Balance loss, if any, should be
carried forward and set-off against short-term as well as longterm capital gains for subsequent 8 years.

(v) As per section 71 read with section 74, Long-term capital loss arising during a year is allowed to be
setoff only against long-term capital gains. Balance loss, if any, should be carried forward and set-off against
subsequent year’s long-term capital gains for subsequent 8 years.

(vi) Further as per proviso 5 of Section 48 of the ITA, while computing income under the head “Capital
Gains”, no deduction shall be allowed in respect of any sum paid on account of securities transaction tax.

(vii) As per section 111A of the Act, STCG arising on sale of equity shares or units of equity oriented fund,
on a recognized stock exchange are subject to tax at the rate of 15 per cent (plus applicable surcharge and
education cess and Secondary and higher education cess), provided the transaction is chargeable to STT.

(viii) In case of long term capital gains, (in cases not covered under Section 10(38) of the ITA), the tax is
levied on the capital gains computed without considering the cost indexation and without considering foreign
exchange fluctuation.

(ix) As per Section 54EC of the ITA and subject to the conditions and to the extent specified therein, long
term capital gains (in cases not covered under Section 10(38) of the ITA) arising on the transfer of a long
term capital asset will be exempt from capital gains tax to the extent such capital gains are invested in a
“long term specified asset” within a period of 6 months after the date of such transfer. It may be noted that
investment made on or after April 1, 2007 in the long term specified asset by an assessee during any
financial year cannot exceed Rs. 50 lacs.

However, if the FII transfers or converts the long term specified asset into money within a period of three
years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable
to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted
into money.

A “long term specified asset” for making investment under this section on or after 1st April 2007 means any
bond, redeemable after three years and issued on or after the 1st April 2007 by:

a. National Highways Authority of India constituted under Section 3 of the National Highways
Authority of India Act, 1988; or

b. Rural Electrification Corporation Limited, a company formed and registered under the Companies
Act, 1956.

(x) As per Section 115AD of the ITA, FIIs as notified by the Central Government in the official gazette will
be taxed on the capital gains that are not exempt under the provision of Section 10(38) of the ITA, at the
following rates:

         Nature of income                                                 Rate of tax
                                                                                (%)
         Long Term Capital Gains on transfer of securities                      10

         Short term capital gains (other than referred to in Section 111A) on    30
                                                  62
           transfer of securities

           The above tax rates have to be increased by the applicable surcharge and education cess and
           Secondary and higher education cess.

(xi) As per Section 196D(2), no tax is to be deducted from any income, by way of capital gains arising from
the transfer of shares payable to Foreign Institutional Investor.

4.3.3 Tax Treaty Benefits

The tax rates and consequent taxation mentioned above will be further subject to any benefits available
under the Tax Treaty, if any, between India and the country in which the FII is resident. As per the
provisions of Section 90(2) of the ITA, the provisions of the ITA would prevail over the provisions of the
Tax Treaty to the extent they are more beneficial to the FII.

4.4 Tax Benefits available to Mutual Funds

As per Section 10(23D) of the ITA, any income of Mutual Funds registered under the Securities and
Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector
banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India will be
exempt from income tax, subject to such conditions as the Central Government may, by notification in the
Official Gazette, specify in this behalf.

4.5 Tax Benefits available to Venture Capital Companies/Funds

As per section 10(23FB) of the ITA, any income of a venture capital company or venture capital fund from
investment in a venture capital undertaking is exempt from income tax.

“Venture Capital company” which has been granted a certificate of registration under the Securities and
Exchange Board of India Act, 1992 (SEBI) and which fulfils the conditions as may be specified, with the
approval of the Central Government, as notified by the SEBI in the Official Gazette;

“Venture Capital Fund”, operating under a trust deed under the provisions of Registration Act or operating
as a venture capital scheme made by the Unit Trust of India, which has been granted a certificate of
registration under the Securities and Exchange Board of India Act, 1992 and which fulfils the conditions as
may be specified, with the approval of the Central Government, as notified by the SEBI in the Official
Gazette;

“Venture Capital Undertaking” means such domestic company whose shares are not listed in a recognized
stock exchange in India and which is engaged in the—

(i) business of—

    A. nanotechnology;
    B. information technology relating to hardware and software development;
    C. seed research and development;
    D. bio-technology;
    E. research and development of new chemical entities in the pharmaceutical sector;
    F. production of bio-fuels;
    G. building and operating composite hotel-cum-convention centre with seating capacity of more than
       three thousand; or
    H. developing or operating and maintaining or developing, operating and maintaining any
       infrastructure facility as defined in the Explanation to clause (i) of sub-section (4) of section 80-IA;

      or

(ii) dairy or poultry industry;

5. Wealth Tax Act, 1957.

Asset as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in companies and
hence, shares of the Company are not liable to wealth tax in the hands of shareholders.

6. The Gift Tax Act, 1958

Gift of shares of the company made on or after October 1, 1998 are not liable to Gift tax.

                                                 63
7. Security Transaction Tax (STT)

STT in respect of any taxable securities transaction shall be collected from the seller or the buyer, on the
value of such transaction, by every recognized stock exchange or the prescribed person in case of any
Mutual Fund, at the rate specified in section 98 of the Act.

8. Notes:

The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership
and disposal of equity shares;

The above Statement of Possible Direct Tax Benefits sets out the possible tax benefits available to the
Company and its shareholders under the current tax laws presently in force in India. Several of these benefits
are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax
laws;

The above Statement of Possible Direct Tax Benefits is only intended to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his
or her own tax consultant with respect to the specific tax implications arising out of their participation in the
issue;

At present, the Company does not enjoy any special tax benefits. All the above benefits are as per the current
tax law as amended by the Finance Act, 2008. These benefits will be available only to the sole/ first named
holder in case the shares are held by joint holders; and

In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further
subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India
and the country in which the non-resident has fiscal domicile.




                                                  64
                                             SECTION IV - ABOUT US

                                                  Industry Overview

The information in this section has not been independently verified by us, the Book Running Lead Managers, Co-
Book Running Lead Manager or any of our or their respective affiliates or advisors. The information may not be
consistent with other information compiled by third parties within or outside India. Industry sources and publications
generally state that the information contained therein has been obtained from sources it believes to be reliable, but
their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
Industry and government publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry and government sources and publications may also base their
information on estimates, forecasts and assumptions which may prove to be incorrect. Accordingly, investment
decisions should not be based on such information.

The information in this section is derived from:
(a) “The Indian Media and Entertainment Industry”, FICCI KPMG Report 2009 (“FICCI KPMG Report 2009”) and
FICCI-KPMG Indian Media and Entertainment Industry Report 2010 (“FICCI KPMG Report 2010”).
(b) Report on “The Business of Sports in India”, October 2008, published by SportBusiness Group.
(c) TAMMedia Research.
(d) Reports by Internet & mobile Association of India.
The information in this section also includes extracts from publicly available information, data and statistics which
have been derived from various government publications and industry sources.

The Indian economy

India is the world's largest democracy in terms of population (approximately 1.17 billion people) for the year 2010.
(Source: www.census india.gov.in) The GDP on a purchasing power parity basis of approximately US$3,752 billion
in the year 2009. This makes India the fourth largest economy in the world in terms of GDP after the United States of
America, China and Japan. (Source: www.siteresources.worldbank.org.)

The following table sets forth the key indicators of the Indian economy for the past five Fiscal years.

                                                                                                     (Annual % change)
                            Item                                        As at and for the year ended March 31

                                                             2006           2007           2009            2010
GDP Growth                                                     9.5            9.7             6.7            7.4
Index of Industrial Production                                 8.2            11.6            2.6           10.4
Inflation - Wholesale Price Index                              4.4            5.4             8.4           11.0
(Source: Economic Survey 2008.2009 & 2009-2010 RBI, Central Statistics Organization, Ministry of statistics and
Programme Implementation.)

India has experienced rapid economic growth over the past five Fiscal years. However, economic activity in India
slowed down in the first two quarters of Fiscal 2009 as compared with over nine percent growth in the previous three
years. Growth decelerated sharply in the third quarter following the failure of Lehman Brothers in mid-September
2008 and adverse effects of the global financial crisis on the Indian economy. Consequently, the growth rate during
the first three quarters (April – December) of 2008-09 slowed down to 6.9 percent from 9 percent in the
corresponding period of the previous year. However, RBI’s monetary Policy for the Q1 2010-11 indicated that the
Indian economy grew by 7.4 percent in 2009-10. The momentum was particularly pronounced in Q4 of 2009-10 with
growth at 8.6 percent as compared with 6.5 percent in the previous quarter. The double digit growth in the Index of
Industrial Production (IIP) that began in October 2009 continued during the current financial year although there was
modest deceleration in May 2010. In the first two months of this Fiscal, April-May 2010, the IIP recorded a year-on-
year growth of 14 percent with as many as fifteen out of the seventeen industry groups (two digits NIC classification)
showing positive growth. The lead indicators of service sector also suggest increased economic activity. (Source: RBI
Annual Policy Statement 2009-10 & 2010-11)

Despite the global economic decline in Fiscal 2008, India continues to be one of the fastest growing countries in the
world and is showing positive signs of recovery following the global financial downturn. India‘s growth is expected
to outperform advanced and developing economies. Recent data suggests that the rate of decline in economic activity
is moderating, although this is occurring to varying degrees across different regions.



                                                           65
India‘s ability to recover from the global slowdown (and its own domestic liquidity crunch) has been driven by the
country‘s large domestic savings and corporate retained earnings, which have been used to finance investment. The
fiscal policy, primarily in the form of reduced interest rates and Government intervention, has further helped to
maintain private demand, liquidity and short-term rates, thereby reducing the risk of loan losses. (Source:
International Monetary Fund, World Economic Outlook Update, July 2009 (Calendar Year Growth Rates) and the
RBI‘s First Quarter Review, 2009-2010).

Due to the increasing economic growth, the potential for increase in advertisement expenditure remains strong.
Further, the emergence of India’s young middle class with greater earning power and higher disposable incomes
signifies good potential for increased marketing and advertising expenditure in the country which will translate into
the overall growth of the advertisement industry.

Media spend in India as a percent of GDP is 0.41 percent. This ratio is almost half of the world’s average of 0.80
percent and is much lower compared to developed countries like US and Japan. This indicates the potential for
growth in spends as the industry in India matures. As we move towards a more brand-conscious society, this is likely
to get reflected in the future growth rates.




                          (Source: FICCI KPMG Report 2010)

If we compare the contribution of India to the world in terms of population, it is second only to China at 22 percent.
China’s media spend ratio at 0.75 percent is much in line with the world average, whereas India lags behind. This is
largely due to some of the media platforms being in a relatively nascent stage. As penetration increases and more
audiences come into the fold of M&E industry, it is expected to see higher growth going forward.

The current media expenditure per capita for India is very low at USD 4 compared to the other countries. Even
though it is challenging to reach the levels of countries like US, Japan and UK, due to a very large population base
and lower spending power per capita, there is scope to follow China and enhance this ratio.




                            (Source: FICCI KPMG Report 2010)

With revised growth estimates for GDP at 6.8 percent in 2009 by IMF, which is higher than the world average and the
expected recovery from the slow down, the M&E industry is expected to grow steadily over the next five year period.
The industry is looking at reaching newer target segments, geographies and mediums, while tapping the potential of
the existing ones.
                                                         66
Media and entertainment industry

Current size

The Media and Entertainment (M&E) industry in India is comprised primarily of television, print, film, radio, music,
animation, outdoor advertising, internet and gaming. The overall M&E industry size grew from INR 579 billion in
2008 to INR 587 billion in the year 2009 at a rate of 1.4 percent. The growth rate is expected to increase to ~11.2
percent in 2010, as the industry witnesses a recovery.
 (Source: FICCI KPMG Report 2010)

Segment wise break up of the Indian M&E industry is given below:




         (Source: FICCI KPMG Report 2010)

Key Growth Drivers

The primary factors that have and will continue to contribute to the growth of the M&E industry in India are.

Regionalisation: Regionalisation is likely to be one of the significant factors driving rapid growth in literacy,
consumption and disposable incomes in Tier 2 & 3 cities. Advertisers are also increasing focus on rural markets due
to the saturation of urban markets. Demand for regional content is also growing.

Consolidation: The M&E industry is increasingly becoming fragmented in nature due to entry of newer players and
newer customers and regions getting added. Growing regionalisation is also helping some regional players to become
strong by tapping newer markets. Also, media players are looking at leveraging their content across platforms leading
to the emergence of conglomerates. These trends are giving rise to increasing competition and are expected to give
way to consolidation of operations. Mergers and acquisitions activity in this space over the next two years is expected
to significantly increase along with the level of participation by private equity players.

Competition expanding the market: In many cases, the entry of newer players in the market has had a positive
impact on the overall market as it has helped in expanding the market size. This is likely to continue in future with
new players emerging to capture newer set of audiences with advancements in their product, marketing and
distribution to tap these customer segments. To take the example of DTH, the entry of Sun which was a strong
regional broadcaster in the business has expanded the overall subscriber base by tapping the entire Southern Pay TV
market.

Organized funding for the M&E industry: Over the past few years, the M&E industry has witnessed increased
investments in the form of public equity issues, strategic stakes and private equity funding. This is ushering an era of
corporatization and professionalism in the M&E industry. Most of the organized funding in the sector from global
players has so far been concentrated in the television segment of the M&E industry.

Digitization: In the past few years, the Indian M&E industry has witnessed the advent of digital TV distribution
platforms such as digital cable, DTH and IPTV, digitization of film prints and digitization of music libraries and sales
of online and mobile music. The digitisation of TV platforms has given way to better technology and picture and
sound quality for viewers, more transparent distribution of revenues for stakeholders in the value chain and more
bandwidth becoming available to broadcasters, giving them the opportunity to provide value added services. This
could boost the availability of niche content in the future. The entry of DTH players was a major development in the
M&E industry. The DTH subscriber base is expected to increase to around 43 million by the year 2014 from the
                                                          67
current level of 16 million in 2009, which translates into a CAGR of 22 percent in five years (Source: FICCI KPMG
Report 2010). This will result in minimising revenue leakages through increased transparency in reporting of
subscriber numbers.

Convergence of various media platforms: The M&E industry is witnessing increased convergence between
entertainment, information and telecommunication sectors, fueled by the merging of functionalities of devices such as
TV, personal computers, and mobile phones to carry similar kind of content. Convergence is expected to transform
the landscape of the Indian M&E industry by enabling players to leverage media synergies and attract a whole new
set of consumers.

Innovation: Innovation is essential for players to adapt to the changing market scenario, technology and consumer
behaviour. If done rightly, it not only helps in making an impact in the increasingly competitive market place but also
increases the overall market size by tapping newer customer segments and retaining the existing ones. An example of
successful product innovation was the evolution of IPL as a brand, which effectively combined entertainment and
sports.

Changes in regulatory framework: Some regulatory actions that spurred growth in M&E industry are:
   • the appointment of Telecom Regulatory Authority of India (TRAI) in 2004 as a regulator for the television
       industry (with its scope increased to cover broadcasting and cable services);
   • the introduction of Conditional Access System (CAS) for television; and
   • the grant of an industry status to the Indian film sector in the year 2001 and permitting FDI up to 100
       percent in film related activities.

SPORTS MARKETING INDUSTRY

Sports marketing include both marketing of sports events and teams as well as using sports to market non-sports
products. In 2008, this business was worth Rs. 20 billion in India out of which cricket alone accounted for Rs 18
billion). More importantly, the sports marketing business is growing at a rapid pace of 20 percent a year compared to
the global average growth of 5 percent a year. While developed countries have a mature sport marketing industry, this
industry is still in a nascent stage in India. (Source: FICCI KPMG Report 2009)

Revenue from the sports marketing industry is generated through three main sources i.e.
   • broadcasting fee and advertising;
   • endorsement; and
   • on ground activation.

Following chart shows the percentage of total revenues generated in the different segments of sports marketing
business in India for the year 2008:


                                    Break up of sports marketing business in India



                                                                          On ground
                                 Endorsement , 20%                      activation, 20%




                                                     Broadcast fee +
                                                     advertising, 60%



                  (Source: FICCI KPMG Report 2009)

Cricket accounts for over 90 percent of total value of the sports marketing business in India. Cricket rights worldwide
have been sold at a premium over the last three-four years, with each deal outsizing the previous one. (Source: The
Business of Sports in India, October 2008, published by BusinessSports Group)

                                                           68
TELEVISION INDUSTRY

The Indian TV broadcast began in 1959 when Doordarshan, a Government-owned channel, commenced operations.
In 1992, the Government authorized the licensing of privately-owned cable & satellite television channels. The
number of channels has grown from approximately 120 in the year 2003 to over 512 as of the end of 2009. (Source:
Ministry of Information and Broadcasting) There has been rapid growth in the number of channels in news and other
niche segments such as lifestyle, kids and infotainment. Apart from GECs, India now has eight sports channels
inclusive of two exclusive cricket channels beaming content 24 hours a day.

The Television (TV) industry constitutes the largest segment of the Indian M&E industry with a size of Rs. 257
billion in the year 2009 and has contributed 43.78 percent to the total revenues of the M&E industry in the year 2009.
It has grown at a CAGR of 12 percent from the year 2006 to 2009 and is expected to grow at a CAGR of 15 percent
from 2010 to 2014. It is expected that amongst the segments of the M&E industry, the television segment will
continue to contribute the largest share, just as it has in the preceding three years.




 (Source: FICCI KPMG Report 2009)

The average time spent on watching television remained largely flat. The number of advertisers on TV increased from
~8500 in 2008 to ~9400 in 2009. Out of this, ~4600 were new advertisers on TV indicating strong interest from
advertisers even in times of recession. Also, TV’s share of ad spends was 40 percent in 2009 indicating its nature as a
powerful medium for advertisers.

With digitisation of TV distribution, bandwidth constraints may get resolved and the rapid growth in number of
channels is likely to continue. This is likely to increase the average viewership time. The impact is already visible in
the increased daily average time spent by viewers in watching television, which has increased.




                                                          69
Revenues in the television industry

The primary revenue streams of television broadcasters comprise of subscription and advertising revenues.

Subscription revenues: Subscription revenues are projected to be the key growth driver for the Indian television
industry over the next five years. As the TV distribution market grows, the television subscription revenues are
projected to rise from the size of Rs. 169 billion in the year 2009 to Rs. 340 billion in 2014, which is a CAGR of 15
percent over the next five years. Growth in subscription revenues will be attributable to an increase in number of pay
TV subscriptions as well as increase in subscription rates. The buoyancy of the Indian economy will drive customers
in both rural and urban (second TV set subscribers) areas to buy televisions and subscribe to the pay services. New
distribution platforms such as DTH and IPTV will only increase the subscriber base and increase the subscription
revenues. The DTH subscriber base is estimated to grow to around 43 million by 2014 from the size of 16 million in
2009 which was 10 million in 2008. (Source: FICCI KPMG Report 2010)




                  (Source: FICCI KPMG Report 2010)

The main sources of television subscription revenues are the DTH and Cable sectors

DTH: The current structure of the cable industry results in high leakage of revenues with cable operators under-
declaring their subscriber bases to broadcasters of pay-TV channels. The under-declaration results in low
addressability of a channel’s subscriber base and consequently low subscription revenues for broadcasters. The issue
of under reporting of subscribers can be dealt with to a large extent by DTH. The launch of Direct-to-Home (DTH)
has created a much larger market with high addressability. Players in the market include Dish TV, Tata Sky, Sun
Direct, Reliance Big TV, Airtel Digital TV and Videocon DTH services. Doordarshan too has its DTH service. DTH
broadcasting may offer revenue growth opportunities to broadcasters by increasing the addressable viewer base of
their channels and consequently their subscription revenues or by the creation of niche channels that depend more on
subscription than advertising as a source of revenue. DTH subscriber base is expected to increase from 16 million in
the year 2009 to 43 million in 2014.

 Cable: Cable television can be classified into analogue cable subscribers and digital cable subscribers. Unlike in
digital cable, in the case of analogue cable, there is a risk of under reporting of subscribers by the MSOs and LCOs
resulting into lower subscription revenues. Recently, there has been a significant shift in the number of cable
subscribers moving from analogue cable to digital cable due to implementation of CAS and improved quality of
picture and sound provided by digital cable. The number of digital cable subscribers is expected to increase from 4
million in 2009 to 40 million in 2014 leading to an increase in the subscription revenues on a year on year basis.
(Source: FICCI KPMG Report 2010)

Advertising revenues: Advertising revenues is one of the main drivers behind the growth of the Indian M&E
industry. The TV industry is one of the main sources for advertisement revenues in India and contributed revenues of
Rs. 88 billion in 2009 which consists 39.95 percent of the total advertisement sector revenues. TV’s share of overall
advertising expenditure has increased consistently over the last few years and is expected to grow significantly until
2014 to become the highest contributor to the advertising industry. Economic growth is encouraging Indian
companies to increase their advertising budgets. This increase is benefiting the TV broadcasting segment. The
television advertising market is expected to grow from the size of Rs. 88 billion in 2009 to Rs. 181.5 billion by 2014,
a 15.6 percent cumulative annual growth over the next five years. (Source: FICCI KPMG Report 2010)




                                                          70
Sports broadcasting

The major sports channels in India are as follows:
    • DD Sports
    • ESPN
    • Neo Cricket
    • Neo Sports
    • Star Sports
    • Star Cricket
    • Ten Sports
    • Zee Sports

The fragmentation of audiences among hundreds of channels has given the most popular sports enormous bargaining
power. With the increase in the number of channels, large audiences have become much more difficult to find but
sports channels have retained their ability to generate viewers. In fact, the average time spent watching sports
channels by C&S subscribers, has been increasing steadily.

Sports channels are continuously experiencing an increasing trend of viewership and outgrowing the other genres like
news. Over a period of time, the time spent (in minutes) on sports channels has consistently gone up, as evident in the
following graphs:




(Source: FICCI KPMG Report 2009)

With the growth in sports viewership, the number of advertisers has also risen steadily. The number of advertisers in
the sports genre grew at a CAGR of 32 percent from 2005 to 2007. As a result of the growth in advertisement
revenues from the sports genre, a significant amount of competition has emerged to acquire sports broadcasting
rights. (Source: FICCI KPMG Report 2009)

In 2006, we entered into a contract with the BCCI to purchase the media rights to international cricket matches played
in India and domestic cricket until 2010 for Rs. 27,242 million. Pursuant to the exercise of first right of negotiation,
we have renewed the BCCI rights until 2014 at a fixed license fees of Rs. 20 billion. ESPN Star broadcasts events
staged by the ICC, cricket’s global governing body, including World Cups, for which it paid more than USD 1 billion
for the global rights between 2007 and 2014. The below given charts depicts the increasing trend in the number of
advertisers in sports advertising. (Source: FICCI KPMG Report2009)




                                                          71
Growth in sports advertising




                        (Source: TAM Adex)

79 new advertisers have come to sports between 2007 to 2009. Cricket attracted 40 new advertisers.
Advertisement expenditure of the companies has surged as local and international brands are competing to acquire
new consumers. New pay TV channels have carved out a profitable market positions, for themselves on the back of
sports content which in turn has increased the value of sports rights which are forecast to reach an annual value of
USD 500 million. There are significant opportunities for the agencies representing and investing in sports rights, with
sports content increasingly seen as essential to driving commercial revenues. (Source: The report on The Business of
Sports in India, October 2008, published by SportBusiness Group)

Dominance of cricket amongst the Indian sports

In 2008, the sports business was worth Rs. 20 billion in India out of which cricket alone accounted for Rs 18 billion.
(Source: FICCI KPMG Report 2009).
 In India, sports and cricket are synonymous. Among the three mega sports events in India, in recent years, TV
viewing of Cricket World Cup 2007 was highest (with 114 million viewers) followed by FIFA Football World Cup
2010 (with 64 million viewers) and Olympics 2008 (with 57 million viewers). (Source: TAM PeopleMeter Systems)

TRP comparison of cricket versus other major sports in India

                         TRP comparison cricket vs. other sports-2010
                       Eve nt                                                             TRP
                       India South Africa ODIs Feb 2010                                   5.04
                       IPL 2010                                                           4.65
                       India Sri Lanka Bangladesh ODI Tri series Jan 2010                 3.31
                       ICC T20 W orld Cup 2010                                            2.02
                       Asia Cup                                                           1.75
                       India South Africa Test Feb 2010                                   1.21
                       India Zimbabwe T20 Jun 2010                                        1.20
                       India Sri Lanka Zimbabwe ODI Tri series May 2010                   0.93
                       FIFA W orld Cup 2010                                               0.84
                       Hockey W orld Cup 2010                                             0.37
                       W imbledon 2010                                                    0.06
                       French Open Tennis 2010                                            0.04
                      (Source: TAM, CS 4+ Yrs)

In India, non cricket sports viewership ratings are a fraction of any form of cricket including tests.

The dominance of cricket amongst other sports in India is also evident based on the BMRB Market Research data
which shows that cricket has been consistently dominating all other sports in terms of TV viewership, press
relationships, event attendance and participation. According to the BMRB Market Research Data, in 2007, 47.4
percent of the people in India follow cricket on TV while 31.4 percent were tracking events in the press. (Source: The
report on The Business of Sports in India, October 2008, published by SportBusiness Group).

                                                            72
Cricket is the most viewed programme on TV at the time of live international matches telecasted on the television in
India. A recent example is the viewing pattern during the India Sri Lanka and India Australia ODIs and tests in Oct-
Dec 2009 shown on Neo Cricket. During an India international ODI cricket telecast, cricket’s share of TV viewing is
up to six times of the most popular general entertainment channel. In fact, ODIs capture a higher share of TV viewing
than IPL T20 matches as reflected in below table.

Dominance of Cricket in TV viewing among other Channels during live cricket events

                           Share of TV                       Share of TV                         Share of TV                     Share of TV
     Programme/Channel                 Programme/Channel                   Programme/Channel                 Programme/Channel
                           viewing (%)                       viewing (%)                         viewing (%)                     viewing (%)
     India vs. Sri Lanka               India vs. Australia                 India vs. Sri Lanka
                              28.84                             26.76                              11.01    IPL 2009                21.92
     ODIs - Dec 2009                   ODIs - Sep 2009                     Tests - Nov 2009
     Star Plus                 4.93    Colors                   4.38       Star Plus                5.57    Colors                  5.42
     Colors                    4.83    Star Plus                3.79       Colors                   4.53    Star Plus               5.35
     Zee TV                    4.72    Zee TV                   3.58       Zee TV                   3.87    Zee TV                  4.91
     Sony Ent TV               2.83    Sony Ent TV              3.03       Sony Ent TV              3.58    Zee Cinema              3.00
     MAX                       1.65    MAX                      2.07       MAX                      2.58    NDTV Imagine            1.95
     NDTV Imagine              1.53    Zee Cinema               2.00       Zee Cinema               2.29    Sony Ent TV             1.69
     Zee Cinema                1.49    NDTV Imagine             1.63       NDTV Imagine             1.91    Star Gold               1.56
     Star Gold                 1.21    Star Gold                1.54       Star Gold                1.60    Star One                1.12
     SAB                       1.07    SAB                      1.05       SAB                      1.19    SAB                     1.08
          Source: TAM Peoplemeter Systems, Target Audience: CS 4+ Yrs, All India Urban Class 1 towns
                   (TV viewing has been calculated considering the live telecast timings alone)

Recent trends in the television industry

Increase in television advertising’s share of total advertising revenue: The share of television advertising as a
percentage of the total advertising revenue grew steadily in the 1990s. Although it has remained relatively stable in
recent years at around 37 percent, there may be potential for further growth with increased consumerism and the
continued entry of global brands in India. Many industries that are currently experiencing rapid growth generally
choose to advertise on television rather than through other mediums. In India, companies in the automotive,
telecommunications, pharmaceuticals, banking and insurance industries have followed this trend

Increase in DTH & digital television homes: Better quality of picture & sound and valued added services provided
by C&S satellite will lead to increase DTH subscribers as well as digital television homes.

Increase in international revenue streams: Indian markets are generating interest from both foreigners and persons
of Indian origin living outside India. This represents a significant opportunity for Indian broadcasters and quality
content providers in terms of potential revenue from international subscription, advertising and content syndication.
Revenues from international arrangements could increase as international markets are addressed through focused
programming and greater penetration.

Growing investors’ interests in M&E industry: Recent deals include ZEE Entertainment’s investment in Ten Sports,
Apollo tunes’s (US based private equity firm) investment in Dish TV etc. Some other deals in the TV distribution
sector were Sun TV’s investment in Red FM, Morgan Stanley investment in Hathway Cable, the IPO of Den Network
and India Infrastructure Holding Funds’ investment in Datacom.

FILM INDUSTRY

An overview of the present scenario

Filmed entertainment is the most pervasive and visible segment within the M&E industry as it is the primary content
source for music and radio besides being a major contributor to the television segment. India’s film industry is one of
the largest in the world with more than 1000 releases and over three billion movie goers annually (Source: FICCI
KPMG 2009). The Indian movie industry, being an integral part of the Indian socio-economic psyche and the most
popular source of entertainment, contributes about 15 percent to the Rs 587 billion M&E industry (Source: FICCI
KPMG 2010). However, factors such as piracy, poorly developed revenue streams, excessive reliance on domestic
box office collections and inefficiencies prevalent across the value chain has resulted in relatively lower revenues for
the industry. The industry was also very highly fragmented with independent producers and single screen cinemas
dominating the value chain. Poor infrastructure facilities, high entertainment taxes and long theatrical windows,
resulted in India being a highly under-screened and under priced market.

Over the past three to four years, the film entertainment industry has witnessed significant changes. Availability of
organised funding, growing number of multiplexes and increasing overseas collections have led to improved

                                                                           73
realization in the industry. The industry is also enjoying greater acceptance and recognition in the global arena as is
evident by the recent success of films like ‘Slumdog Millionaire’ and deals between DreamWorks and Reliance ADA
Group, Disney and UTV etc. With Moser Baer entering the markets, DVDs and VCDs have become affordable and
home video has come to stay. Hence the domestic theatrical lifecycle of movies has decreased, while due to ever
expanding budgets and increasing market spends, the breakeven point of movies has increased.

Market size and growth

The filmed entertainment sector is estimated to have grown at CAGR of 4.6 percent over the past three years from the
year 2006 to 2009. The industry is estimated to reach Rs. 89.3 billion in size in the year 2009. The performance of the
industry was mainly driven by increased realizations from the domestic theatrical as well other revenue streams.
Domestic theatrical has been estimated to grow at 8 percent over the year 2009 to 2014 where as home video and
C&S rights are estimated to grow from Rs. 4.3 billion to Rs. 7.4 billion and Rs. 6.3 billion to Rs. 11.4 billion
respectively from the year 2009 to 2014 at a CAGR of 1.8 percent and 12.8 percent respectively. The industry is
projected to grow at a CAGR of 8.9 percent over the next five years and reach the size of Rs. 136.7 billion by 2014.
(Source: FICCI KPMG Report 2010)




      (Source: FICCI KPMG Report 2010)

Film production
The film entertainment industry is characterised by the presence of privately held and family owned production
houses. In the last three to four years, a small number of publicly listed companies have ventured into film
production, but the industry is still largely dominated by the smaller privately owned companies. Because of this
fragmented structure, film production in India has largely been closed to funding from bank and institutional sources
and has relied on unorganised financing sources. The Government of India has granted the film segment an
“industry” status in 2001, which has resulted in the emergence of corporatisation in the industry. This has also
resulted in an increase in the financing for films by banks, which had earlier been reluctant to fund films. Also, new
initiatives are being taken by institutions to finance the production industry in an organized manner. In 2008, Vistaar
Religare Film fund was set up to finance the film production companies.

Film distribution
The Indian film distribution industry is also highly fragmented with the majority of distributors having limited
presence. Producers typically need to tie-up with a number of regional distributors for theatrical distribution of their
films across the country. Producers may either sell their rights in a film directly to various channels or may opt to sell
part or all of their rights to a distributor for on-sale in the various end markets. Rights are typically allocated to buyers
on the basis of geographical territories or on the basis of distribution channels in order to exploit markets more
effectively. Additionally, the emergence of revenue streams beyond cinema is changing the face of the Indian film
industry, thereby lowering the risk associated with film production and enticing new participants, such as Indian
corporations and Hollywood studios, to enter the market

Film revenues are derived primarily from the following basic sources:
    • cinema exhibition in India and markets outside of India;
    • exhibition on various home entertainment formats, such as DVD or VCD platforms; and
                                                             74
    •    exhibition on pay-per-view and premium pay television programming services;

Digitization of film prints is having a major impact on film distribution thereby enabling greater number of
prints to be distributed at a low cost shortening the theatrical window and reducing piracy. Therefore,
theoretically, a movie can be released in the metros and smaller cities and towns simultaneously. This reduces
the potential loss caused due to delay in movie releases.

The overseas distribution rights, comprising overseas theatrical, C&S rights are sold in a single package. International
demand for Indian content has been there for some time, with the telecast of Indian TV channels across the world and
Bollywood releases getting a significant share of their box office earnings from abroad. With the large NRI
population base of about 25 million, M&E companies continue to have good opportunity to further increase their
revenues from overseas market. (Source: FICCI KPMG 2009)

Strong growth being demonstrated by home video segment

There is a growing emphasis on the home video segment owing to decreasing DVD prices, availability of more titles
due to shorter-release windows of theatrical releases and new international titles being launched.

While the home video market grew at 13.1 percent CAGR between the years 2006 and 2009, it increased from Rs. 2.9
billion in the year 2006 to Rs. 4.3 billion in 2009, accounting for approximately 4.82 percent of total revenues of the
film industry in the year 2009. (Source: FICCI KPMG Report 2010)

The home entertainment market in India has largely been a rental market due to the widespread sale of pirated DVDs
and VCDs. In early 2007, the Indian technology company Moser Baer entered the home entertainment market. The
company reduced prices of its DVDs to below Rs. 30 in a bid to curb growing sales of cheaper pirated CDs and grow
the home entertainment market. This announcement paved the way for other home entertainment companies to follow
suit. Notwithstanding this move, the home entertainment market is still hampered by piracy. It is estimated that the
Indian film industry loses as much as Rs. 20 billion per year to piracy. (Source: FICCI KPMG Report 2009)

EMERGENCE OF NEW DISTRIBUTION PLATFORMS

A direct impact of digitization has been the convergence of media over the recent years enabling consumers to access
audio and visual media content (in digital formats) across multiple devices including computers, MP3 players and
mobile phones. Distribution of sports content through new media services including internet and mobile streaming of
live sports events is a big opportunity for owner of sports rights going forward.

Mobile telephony
According to the Telecom Regulatory Authority of India (“TRAI”), there were approximately 506.4 million mobile
phone subscribers in India as of November 30, 2009. The increasing penetration of mobile phones is expected to
create increasing opportunities for media companies to provide content such as music, news and entertainment which
can be accessed through these devices. The following graph sets forth certain information in relation to the number of
mobile phone subscribers in India.


                                         Number of Mobile Subscribers

                     600
                                                                                         506.04
                     500

                     400                                                     346.89

                     300                                         233.63
                     200                             149.5
                                         75.94
                     100     48.01

                       0
                              2004        2005        2006        2007        2008       Nov-09

                 (Source: TRAI)

Considering the declining ARPU and increasing competition among the operators, it is imperative to focus on
alternate revenue streams. Value added services (“VAS”) markets have started gaining significance in light of the

                                                          75
above fact. Also, increasing demand from the young population for more than basic telephony is driving the mobile
VAS market. The current mobile VAS industry is estimated at Rs. 57.8 billion by end June 2008 and is estimated to
grow steadily at 70% over the next two years to touch Rs. 97.6 billion by end June 2009 and Rs.165.2 billion by end
June 2010. Mobile VAS currently contributes around 9 % to the operator’s revenue. It is expected to increase to 10.4
% in the next 1 year and 12% by June 2010. (Source: Internet & mobile Association of India)

The big four operators are Bharti Airtel, Reliance, Vodafone, and the public sector run BSNL. Research from WPP
company Mindshare Performance suggests that 20 percent of the Indian population would prefer to watch sports on
their mobile phone, more than anywhere else in the world. The rollout of 3G has been much delayed in India but once
launched will offer great opportunity to market broadcasting rights for mobile viewing. (Source: The report on The
Business of Sports in India, October 2008, published by SportBusiness Group)

Internet
Internet usage has been continuously increasing in India. This growth is attributed to the variety of online applications
like online communication, information search, user generated content as well as online entertainment applications
like gaming. As of November 30, 2009, there were approximately 7.57 million broadband subscribers (source: TRAI),
making internet-based distribution technology, such as on-demand-screening and downloads, an increasingly viable
business option. There has also been stable increase in the active internet user in India as depicted by the chart below:




                           (Source: I cube, 2008, Annual IMRB Syndication)

As a result of an increase in the number of internet users, internet advertising has been one of the fastest growing
segments in the Indian M&E industry. It grew by 58.9 percent from 2007 to reach Rs. 6.2 billion in 2008; this growth
was accentuated due to the increase in the internet user base and increase in broadband penetration. The on-line
medium has also witnessed an increase in spends from top brands, as many of them are moving from being
experimental advertisers on the web to adopting more continuous and consistent campaigns on-line. Internet
advertising constituted 2.8 percent of the total advertisement expenditure in the year 2008 and increased from 1.9
percent in 2007

Sports coverage on the internet is still in its infancy. ESPN Star Sports was the first broadcaster to start offering
internet cricket highlights for the inaugural Twenty20 World Championship in South Africa in 2007. Since then, the
demand for the sports coverage on the internet has been encouraging, but the small number of users with high speed
connections and the cost is limiting the growth in this segment. Indian users have shown themselves to be highly
price sensitive and a small fluctuation in price can have a huge impact on the demand. Thus, with the improvement in
technology infrastructure, lower cost of hardware and software and better penetration of internet, this segment also
has the potential to generate good revenues in the future. (Source: The report on The Business of Sports in India,
October 2008, published by SportBusiness Group)

Introduction of 3G Services

The first 3G mobile service in India was introduced by MTNL in New Delhi in December 2008. As of June 30, 2009,
the 3G spectrum has only been allotted to state-controlled entities MTNL and BSNL. The Department of Telecom has
taken the pioneering decision of launching of 3G services by BSNL and MTNL and initiation of process for auction
of spectrum for 3G services to private operators. Allocation of spectrum for third-generation (3G) and broadband
wireless access (BWA) services was done through a controlled simultaneous, ascending e-auction process The
allocation of spectrum for 3G is expected to boost the development of the sector, as operators will be able to provide
new services to customers, such as video telephony, high speed mobile broadband, mobile TV, video streaming,

                                                           76
video on demand and mobile gaming.

With the advent of 3G, the adoption of mobile TV is set to experience a huge growth in the next few years, experts
say. This, in turn, can lead to attractive business opportunities for the media & entertainment (M&E) sector.

Introduction of WiMAX networks to increase broadband coverage in India

WiMAX is a technology used to provide wireless high-speed broadband access. As the most economical solution to
provide up-to-the-minute connectivity in rural and remote areas, WiMAX operators are expected to have strong
growth potential given the low broadband coverage in the rural areas.




                                                       77
                                                        Business

The following information should be read together with the more detailed financial and other information included in
this Draft Red Herring Prospectus, including the information contained in the section titled “Risk Factors” on page
xii of this Draft Red Herring Prospectus.

In this section, a reference to “Nimbus” or “our Company” means Nimbus Communications Limited. Unless the
context otherwise requires or implies, references to “we”, “us”, or “our” refers to Nimbus Communications Limited,
its Subsidiaries and its joint venture, on a consolidated basis.

OVERVIEW

We believe we are one of the leading sports rights management companies engaged in the acquisition, management
and marketing of commercial rights relating to cricket events globally. Our joint venture company, Neo Sports
Broadcast, owns and operates two 24-hour channels, Neo Cricket and Neo Sports.

Our Company currently holds an indirect 48.94% shareholding in Neo Sports Broadcast through Zenith Sports
Private Limited (“Zenith”), our joint venture company with one of our Promoters, Paramount Corporation Limited
(“Paramount”). We have the right of exercising the call option in accordance with the terms of the Zenith Agreement
for an aggregate consideration of Rs. 0.36 million to acquire the remaining shares of Zenith from Paramount for
which we have received the requisite prior approval from FIPB on May 19, 2010. For further information, see
“Government and other Approvals”, “History and Certain Corporate Matters” and “Risk Factors” on pages
194, 100 and xii, respectively.

We own the global media rights for all international cricket matches organised by the BCCI in India until March 2014
and have licensed the broadcast rights with respect to such matches in India to Neo Sports Broadcast. In addition to
the rights that we have acquired from the BCCI, we have acquired and manage certain rights with respect to other
sports federations, including Bangladesh Cricket Board, Asian Cricket Council Cricket Kenya and Singapore Cricket
Association.

Nimbus was founded by Mr. Harish Thawani, and we commenced operations in 1987. The television channels, Neo
Cricket and Neo Sports were launched by Neo Sports Broadcast in October 2006.

We are also involved in the filmed entertainment business through distribution rights management, content generation
and our home video rental business under our brand “Showtime Video”. Our other businesses include production of
television content as well as creation and maintenance of online cricket-related content through our proprietary
website www.cricketnirvana.com.

KEY BUSINESS SEGMENTS

Sports management: We are a full service sports rights management and marketing company and provide a complete
range of “on-ground to on-air” solutions in sports. The sports rights management business consists of three key lines
of activities: (i) commercial rights management (including sponsorship, media rights management and licensing,
merchandising and hospitality); (ii) television production (including production of live feed and creation of packaged
content); and (iii) owned events.

Broadcasting: Neo Sports Broadcast owns and operates two 24-hour sports channels, namely Neo Cricket and Neo
Sports. These channels are broadcasted over cable and direct-to-home (“DTH”) platforms, and telecast cricket and
international sports. Since its launch in October 2006, among the sports channel in India, Neo Cricket has achieved
number one ranking in the half hour cumulative ratings for sport channel as per TAM viewership data for calendar
years 2008, 2009 and for the period from January 1, 2010 to July 31, 2010 (Source: TAM PeopleMeter Systems). We
also plan to launch two new 24 hours channels namely, Neo Cinema and Neo Zindagi. The applications dated August
11, 2010 for uplinking and downlinking licenses for these two new channels have been made with MIB, along with
application for another channel the plans for which are at a very preliminary stage. For further details, refer to section
titled “Government and Other Approvals” on page 194 of this Draft Red Herring Prospectus.

Filmed entertainment: We are a producer and distributor of film content in India. As of August 31, 2010, we have
produced three and distributed 10 feature films. Our home production, “Ek Hoti Wadi”, a Marathi film, won the Sixth
Maharashtra Cine-Natya Mahotsav Award in the year 2002. We have also commenced our home video rental
business under the brand “Showtime Video” and currently operate four stores in Mumbai.

FINANCIAL OVERVIEW


                                                           78
Our total income in Fiscal 2008, 2009 and 2010 was Rs.7,043.16 million, Rs.6,610.43 million and Rs.7,687.20
million, respectively.

OUR KEY STRENGTHS

Leading position in India and established track record in sports rights management

We believe we are one of the leading sports rights management companies in India. We own a large portfolio of
commercial rights for popular sports events, including cricket, which we believe is the most popular sport in the
Indian sub-continent. We acquired the global media rights for all international cricket matches organised by the BCCI
in India for the period April 2006 through March 2010, and we have successfully extended this arrangement with the
BCCI until March 2014. In addition to the rights that we have acquired from the BCCI, we have acquired and manage
certain rights with respect to other leading sports federations, including Bangladesh Cricket Board, Asian Cricket
Council, Cricket Kenya and Singapore Cricket Association.

We have also established strong relationships with broadcasters across the world including BBC, British Sky
Broadcasting Limited, ESPN INC and Premier Media Group Pty Ltd. with whom we have entered into agreements
for sub-licensing of sports rights.

The sports marketing business in India is growing at a rapid pace of 20 per cent a year compared to the global average
growth of five percent a year (Source: The Indian Media and Entertainment Industry, FICCI KPMG Report 2009) We
believe that as a leading sports rights management company, we benefit from strong brand awareness and are in a
strong position to capitalise on the growth of the sports media industry in India.

Leading position in sports broadcasting in India

We operate two channels viz. Neo Cricket and Neo Sports, through our joint venture Neo Sports Broadcast. Neo
Cricket was launched in October 2006 and was available for viewing in more than 25 countries within the first 12
months of its launch. According to TAM viewership data, Neo Cricket was the number one sports broadcaster in
India in 2008 and 2009. According to cable and satellite homes estimates in India published by TAM, there were 103
million cable and satellite households (including digital) in India as of calendar year 2010 (Source: TAM) and
according to AMAP connectivity data, Neo Cricket reached a peak connectivity of 87% of the total cable and satellite
households on a particular day in 2010 in India.

Neo Cricket's shows "Ballebaaz", a cricket-based show had the highest reach in cricket related programmes on sports
channel in India in the calendar year 2009 and "Extra Cover", a wraparound show had the highest cumulative reach of
various wrap around shows across the sports channels in India in the calendar year 2009 (Source: TAM PeopleMeter
Systems).

Further, Neo Cricket and Neo Sports have won several awards, including the 2008 PROMAX World Gold Award for
‘Live Event Promotion Campaign’, 2008 award from PROMAX India for ‘Best Script’, 2008 award from PROMAX
India for ‘Best Sports Promo’.

Integrated business model in sports encompassing acquisition of commercial rights, production and broadcasting

We are an end-to-end player in the sports management business. We participate across the value chain, from sourcing
to delivery in the following manner:

Content sourcing and ownership. We acquire and manage sports rights globally. We also represent sports federations
as an intermediary to facilitate the sale of commercial rights to various broadcasters around the world. We have to
date produced over 3,800 hours of live feed of sports events, and believe that we are one of the leading producers of
live feed of cricket events.

Content production and distribution. We, through our joint venture, Neo Sports Broadcast operate two channels Neo
Cricket and Neo Sports, which are 24-hour sports channels that broadcast cricket and international sports. The content
for broadcast for these two channels is a combination of live and packaged content. We use our in-house production
capabilities to produce packaged content like “Sportszone”, “Extra Cover”, “Ballebaaz”, “Cricket Central” and “Dial
C for Cricket”.

We believe that our integrated business model will enable us to capitalise on the growth of the sports media industry
in India.



                                                         79
Strong relationships with sports federations

We have entered into rights management contracts with, amongst others, BCCI, the Bangladesh Cricket Board,
Cricket Kenya, the Asian Cricket Council, the International Cricket Council (mandated through our agreement with
Global Cricket Corporation Pte. Ltd, Singapore), Sri Lanka Cricket, Singapore Cricket Association, and the Premier
League, some of which are subsisting as on the date of this Draft Red Herring Prospectus.

We believe that our relationships with sports federations enable us to compete successfully for further acquisition of
commercial rights management contracts, sanctions for staging events and world feed production contracts in the
future.

Experienced management team

Our senior management team has significant experience in the sports rights management, broadcasting, filmed
entertainment and television content production businesses. We believe that this depth of experience is a key element
of our ability to acquire commercial rights for top sporting events and our ability to produce quality packaged content.

Our Promoter Mr. Harish K. Thawani, who is also the executive chairman and whole time Director of Nimbus, has a
long-standing track record of more than two decades in the media and entertainment industry He has been crucial in
identifying business opportunities in the media and entertainment industry in India and in implementing our growth
strategy. Along with Mr. Thawani, we believe that the experience of Dr. Akash Chandra Khurana, the executive vice
chairman and whole-time Director of Nimbus, Mr. Kunwar Digvijay Singh, a director in Nimbus Sports International
Pte. Ltd, Singapore (“NSI”), and Mr. Yannick Colaco, the chief operating officer of Nimbus Sport, a division of our
Company, have been instrumental to our success. For further information with respect to our management team, see
“Management” on page 116 of this Draft Red Herring Prospectus. We believe that our experienced management
team and the relationships they have developed with various sports federations are critical to our success in the sports
rights management business.

OUR KEY STRATEGIES

Expand the broadcasting business

Neo Sports Broadcast, our joint venture, currently owns and operates two television channels, Neo Cricket and Neo
Sports. Our flagship channel, Neo Cricket is available in over 25 countries globally. We intend to expand the reach of
Neo Cricket to cover additional regions around the world, particularly in regions with a concentration of expatriate
Indian population. As a part of the next phase of expansion, we intend to expand the geographical reach of Neo
Cricket to include North America and other parts of Asia with a high Indian expatriate population. For further
information on our expansion plans, see “Objects of the Issue” on page 41 of this Draft Red Herring Prospectus.

We also plan to launch two new 24 hours channels. In this regard, Neo Broadcast Limited (formerly known as
Nirvana Adzone Limited), a subsidiary of Neo Sports Broadcast made an application dated August 11, 2010 with the
Ministry of Information and Broadcasting, Government of India for downlinking and uplinking licenses for three non
news channels, including ‘Neo Cinema’ and ‘Neo Zindagi’. The plans to launch the third channel, however, are
currently at a preliminary stage. A part of the Net Proceeds will be applied for the launch of two new channels,
namely Neo Cinema and Neo Zindagi, by Neo Sports Broadcast or its subsidiary in Fiscal 2011 subject to receipt of
applicable regulatory approvals. For further information, see Risk Factor titled “We have not received relevant
regulatory approvals for the proposed Neo Cinema and Neo Zindagi channels. In the event we are unable to
obtain such regulatory approvals or if there is any significant delay in obtaining such approvals, we will not be
able to utilize Rs.1,291.74 million of the Net Proceeds allocated for this purpose in the manner contemplated in
our Objects of the Issue. Any delay or inability in obtaining such approvals will also have an adverse impact on the
implementation of our growth strategy in the broadcasting business.” appearing in the section titled “Risk Factors”
on page xii of this Draft Red Herring Prospectus.

Neo Cinema shall focus on Hindi feature films and film-based content, while Neo Zindagi will be a lifestyle channel
primarily for women. Our association with cricket, particularly involving the Indian cricket, has provided us brand
recognition in India and with the Indian diaspora which serves as a platform for us to market other channels for a
similar target audience.




                                                          80
Expand our sports rights management business

Our core competency is sports rights management. Over the years we have successfully acquired / represented,
managed and marketed various commercial rights for a number of global sports events. We have an integrated
approach to our sports rights management business. Our success in this business has enabled us to build strong
relationships with event owners (typically sports bodies, including federations, associations and boards) and rights
licensees (including broadcasters and sponsors) across the world. We intend to continue to leverage our relationships
and proven expertise in acquiring commercial rights from other cricket federations as well as federations and rights
owners in other sports such as football and golf.

Develop a portfolio of owned/proprietary sports events

In building our sports management business, we have managed and marketed commercial rights including
sponsorship, signage, media rights, official supplier rights and hospitality for various sports federations across the
world. In addition, we have also produced live television feed (for broadcast) for a number of sports events globally,
such as the cricket events organised under the aegis of BCCI. The ownership of the events for which we have
acquired rights however continues with the relevant sports bodies, including federations, associations and boards.

One of our key strategies in the future is to develop a portfolio of sports events for which the commercial interest and
intellectual property rights are entirely owned by us. We believe this will enable us to leverage our expertise and
experience in rights management for such events to fully benefit from the economic rights associated with the
monetization of such events. This diversification of our sports management business will allow us to own and build a
consistent stream of assets across various sports. In this connection, we have procured sanctions for events in cricket,
golf and football. On February 3, 2010, we entered into any agreement with the Asian Tour International Limited,
Hong Kong (“Asian Tour Golf”) to organize a series of golf events across Asia. We have also recently entered into
an agreement with the Singapore Cricket Association to act as sales and marketing representative for an initial period
until March 31, 2012 with an option to extend the agreement for a further period of three years. This agreement also
permits our Company to organise its own club level cricket tournaments in Singapore. We intend to commence the
roll out of these events in the second half of 2010. In addition, we believe that this business model benefits from its
scalable nature and potential replication across other sports events. We believe that this will result in an increase in
product offerings for our clients and enable us to further enhance our relationships with our clients.

Selectively invest in film production and distribution

In order to establish ourselves as an integrated filmed entertainment company, we also intend to expand our film
distribution business, both domestically and internationally. While we will continue to produce films selectively, we
intend to focus on the film distribution business. Film rights distribution generates revenues from primary sources,
such as theatrical distribution, as well as from secondary sources such as television rights, home video and internet
rights.

OUR OPERATIONS

We operate in the following principal business segments: (i) sports management (including commercial rights
management, sports television production, and owned events), (ii) broadcasting of cricket and other sports through
the two channels owned and operated by our joint venture, Neo Sports Broadcast, and (iii) production and distribution
of feature films and our home video business.

Sports management

Our sports management business consists of three main lines of business activity - commercial rights management,
sports television production and owned events.

Commercial rights management

Our commercial rights management business involves the management, marketing and monetization of commercial
rights for sports events owned by sports bodies, including federations, associations and cricket boards worldwide.
These rights are typically managed through exclusive agreements with the sports bodies who own these events. We
manage the rights relating to these sports events either by acquiring such rights for a stipulated period from such
sports bodies at a fixed fee or on an agency basis where we earn a commission on revenues generated from our
services. The agreements with these sports bodies are typically for one or a combination of the following commercial
rights:



                                                          81
• Sponsorship and in-stadia signage rights

   The sponsorship and in-stadia signage rights are typically “on-ground signage rights” of sports events. These
   include naming rights to an event, official sponsorships, association opportunities and branding in and around the
   field of play. The sale of sponsorship and in-stadia signage rights involve competitive assessment of sponsorship
   opportunities and potential clients, contract negotiations, development of sponsorship strategies including
   packaging of benefits, on-site management and execution of promotional and leveraging activities.

   We believe that we are one of the largest sponsorship and in-stadia signage rights management companies for
   international cricket matches in the world. We have managed various prestigious cricket events including the Asia
   Cup 2010, ICC Cricket World Cup 2003 in South Africa, ICC Cricket World Cup 2007 in West Indies, ICC
   Champions Trophy 2002 in Sri Lanka, ICC Champions Trophy 2004 in England, ICC Champions Trophy 2006 in
   India, India vs. Pakistan 2004 and 2006 series, Pakistan vs. West Indies 2006 series, Pakistan vs. South Africa
   2007 series and the India vs. Sri Lanka 2009 series.

• Media rights management

   Media rights typically include the right to broadcast live and archived content of events across television
   platforms (including terrestrial satellite and cable), internet platforms, mobile platforms and radio. We compete
   with the rights management companies across the world to acquire, manage and monetize global media rights
   packages in relation to cricket and other sports events. On the acquisition of such rights, we package such rights
   across platforms and types of content and market them to licensees on the basis of geographical territories.

   Key agreements and relationships

   Certain of our key sports rights management arrangements with various sports federations and boards are
   described below:

    1.   BCCI

         We entered into a media rights licensing agreement with the BCCI in February 2006 (the “BCCI
         Agreement”) pursuant to which the BCCI granted us the worldwide exclusive license to market the media
         rights relating to all international matches and series organised by the BCCI in India between March 2006
         and March 2010. Under the BCCI Agreement we had the right of first negotiation to exclusively negotiate
         the renewal of our agreement with the BCCI. Pursuant to the exercise of this right of first negotiation, we
         entered into the media rights licensing agreement dated October 15, 2009 (“New BCCI Agreement”) for the
         period April 2010 through March 2014. Through the New BCCI Agreement, we have been granted exclusive
         global media rights, including broadcast on television as well as on radio, relating to all international
         matches and series organised by the BCCI in India. We have acquired such rights on an exclusive basis for
         the duration of the match being played as well as for repeat telecasts until 72 hours following the conclusion
         of the match. The New BCCI Agreement also contains a right of first negotiation similar to that in the BCCI
         Agreement. This right of first negotiation relates to media rights for the next four-year period from April
         2014 through March 2018.

         The following table sets forth the schedule of sports events for which we have acquired the exclusive
         worldwide media rights under the New BCCI Agreement for the period April 2010 through March 2014:

                                                                        Types of international cricket
                                                                                   matches                    Total
                                                                                                              inter-
              Year             Month(s)           Visiting Team                               One-day        national
                                                                      20/20      Tests      international    matches
                                                                                               matches
            2010-2011         October 2010          Australia           0          0              7              7

                              November –
            2010-2011                             New Zealand           0          3              5              8
                             December 2010

                              October-
            2011-2012                                England            1          0              5              6
                            November 2011
                              November -
            2011-2012                              West Indies          0          3              5              8
                             December 2011

            2011-2012         March 2012             Pakistan           0          3              5              8

                                                          82
                                                                                 Types of international cricket
                                                                                            matches                         Total
                                                                                                                            inter-
           Year                Month(s)            Visiting Team                                           One-day         national
                                                                               20/20       Tests         international     matches
                                                                                                            matches
                             November -
        2012-2013                                    England                     0              4              0               4
                            December 2012

        2012-2013            January 2013            England                     1              0              7               8

                            February - March
        2012-2013                                    Australia                   0              4              0               4
                                 2013

        2013-2014            October 2014            Australia                   2              0              9              11

               Total               -                        -                    4              17            43              64

    The BCCI Agreement entitled us to media rights with respect to 72 days of domestic cricket matches per
    year while the New BCCI Agreement has increased the number of available domestic cricket match days to
    78 days per year.

    As consideration for the New BCCI Agreement, we are required to pay to the BCCI a fixed license fee of
    Rs. 20 billion for the media rights of 64 international matches and 312 domestic match days, and the fees are
    to be paid on a per-series basis. As required by the New BCCI Agreement, we have furnished a bank
    guarantee of Rs. 20 billion in favour of the BCCI. Since the above schedule is subject to change, the actual
    number of matches played may be higher or lower than anticipated by the original schedule. Therefore, the
    aggregate license fee we are required to pay could increase or decrease accordingly.

    As per the New BCCI Agreement, full or partial cancellation of a scheduled match due to adverse weather
    conditions does not result in a reduction of license fee payable by us to the BCCI i.e. we are required to pay
    the cost of such affected matches in its entirety to the BCCI. We cover the risk of such cancellation of any
    scheduled match by transferring such risk to the broadcaster to which we license these rights. In accordance
    with the terms of our agreements with the broadcasters we license these rights to, such broadcasters are
    required to pay us our license fees in its entirety irrespective of a match being partially or completely
    cancelled due to adverse weather conditions.

    Pursuant to the New BCCI Agreement, we have been granted rights to transmit, distribute and exploit all
    audio, still and moving image visual, audio-visual, data and textual material on television, radio and mobile
    for the term of the agreement. We are permitted to produce unilateral coverage and unilateral commentary
    for transmission and delivery by means of television broadcast. We are permitted to exploit the rights
    granted to us on a live, delayed and repeat basis.

    With respect to the BCCI Agreement, some of the sub-licensing arrangements entered into by us with
    broadcasters around the world included the following:

         Licensee                         Rights                            Territory                    Event             Term
Super Sport International         Television broadcasting            South Africa and rest of        All events upto
                                                                                                                         2006-2010
(Pty) Ltd                                  rights                            Africa                   March 2010
                                  Television broadcasting             India, Middle East and         All events upto
Neo Sports Broadcast                                                                                                     2006-2010
                                           rights                        South-East Asia              March 2010
                                                                     UK, Republic of Ireland,
British Sky Broadcasting           Exclusive television                                              All Events upto
                                                                     Channel Islands and Isle                            2006-2010
Limited (Sky Sports)               broadcasting rights                                                March 2010
                                                                            of Man
Premier Media Group Pty            Exclusive television                                              Only Australia      Until March
                                                                            Australia
Ltd (Fox Sports)                   broadcasting rights                                                   tours              2010
                                 Television and broadband
Setanta Sports Pty Ltd                                                      Australia                England 2008,       Series only
                                    broadcasting rights
                                 Radio broadcasting rights                                           All events upto
BBC                                                                     United Kingdom                                   2006-2010
                                        in English                                                     Mar 2010

    With respect to the New BCCI Agreement, some of the sub-licensing arrangements entered into by us with
    broadcasters around the world are:

                                                                83
         Licensee                           Rights                          Territory                  Event               Term
 Premier Media Group Pty          Exclusive television rights               Australia             All events upto        Until March
           Ltd                          including live                                             March 2014             31, 2014
                                      broadcasting and
                                      recording rights.
                                                                         India, Indian Sub-
                                                                       continent (excluding
                                    Television/broadband
                                                                        India), rest of Asia,
                                  rights, broadband internet                                      All events upto        Until March
     Neo Sports Broadcast*                                           United Arab of Emirates,
                                 transmission rights and the                                       March 2014             31, 2014
                                                                     Hong Kong, Singapore,
                                      promotional rights
                                                                      Malaysia, USA, Puerto
                                                                           Rico, Canada*
*Our Company has entered into an MoU with Neo Sports Broadcast on March 31, 2010 for sub-licensing of television broadcasting rights in
the above mentioned inter alia countries.

2.     Bangladesh Cricket Board (“BCB”)

       We have an agreement with the BCB pursuant to which the BCB has appointed us as the exclusive
       worldwide agency to market their TV, Radio, internet and mobile rights (excluding terrestrial television and
       radio rights in Bangladesh) for all cricket matches and series played in Bangladesh under the auspices of the
       BCB for the period November 2006 to March 2012.

       The upcoming cricket matches covered by our agreement with the BCB include the following:

               Team playing against Bangladesh                                            Game scheduled for:
     New Zealand                                                                              October 2010
     Zimbabwe                                                                                December 2010
     Australia                                                                               April-May 2011
     West Indies                                                                              October 2011
     Pakistan                                                                                December 2011
     England                                                                              January/February 2012
     Sri Lanka                                                                                 March 2012

       Pursuant to this agreement, we entered into various sub-licensing agreements for these rights. Some of them
       were as follows:

     Licensee                               Rights                       Territory                 Event                  Term
     Super Sport International      Television broadcasting             Republic of          All events as per       All events upto
     (Pty) Ltd                               rights                     South Africa      schedule, except New         April 2012
                                                                                            Zealand tour to be
                                                                                           held in October 2010
     British Sky Broadcasting     Rights in English language          UK, Republic of     Australia, Pakistan and      May 2007 to
     Limited                      to the broadcast through all        Ireland, Channel      England tours only         March 2012
                                     forms of scheduled, on            Islands and Isle
                                   demand, and pay per view                of Man
                                    television programming
                                        services and non-
                                  exclusively in all languages
                                         via the internet
     Premier Media Group              Exclusive television                Australia          Australia tour of          Until 31
     Pty Ltd                          broadcasting rights                                     Bangladesh in          December 2011
                                                                                             April/May 2011
     ESPN Inc                           All Media rights                USA, Puerto         All events in term       December 2009
                                                                        Rico, Guam,                                  to March 2012
                                                                      Northern Marian
                                                                       Islands, United
                                                                        States Virgin
                                                                      Islands, Palmyra
                                                                      Atoll, American
                                                                       Samora, Wake
                                                                      Islands, Midway
                                                                      Island, Johnston
                                                                         Atoll, Baker
                                                                      Island, Howland
                                                                        Island, Jarvis
                                                                      Island, Kingman
                                                                          Reef, Bajo
                                                                84
     Licensee                          Rights                Territory              Event               Term
                                                            Nuevo Bank,
                                                           Navassa Island
                                                           and Serranilla
                                                               Bank

3.    Asian Cricket Council – Asia Cup

      We have entered into an agreement with the Asian Cricket Council on April 7, 2010 pursuant to which we
      have been granted all commercial rights globally for three editions of the quadrangular Asia Cup to be held
      between the national teams of India, Pakistan, Sri Lanka and Bangladesh in the years 2010, 2012 and 2014.

      The 2010 edition of the Asia Cup was conducted in Sri Lanka whereby we managed all the commercial
      rights including marketing of broadcast, sponsorship, ground signage, and television production of the
      matches which were played in Sri Lanka.

      Pursuant to this agreement for the Asia Cup 2010, we entered into various sub-licensing agreements and
      sponsorship agreements.

4.    Cricket Kenya (“CK”)

      We have entered into an agreement with CK pursuant to which, for the period between January 1, 2007 and
      March 31, 2013, we have been granted exclusive worldwide media rights (including television, radio,
      internet, television production and mobile rights) and sponsorship rights (including the right to name the
      event, arrange for co-sponsorship and in-stadia signage rights) relating to cricket matches and series
      organised under the auspices of CK in Kenya. The agreement includes all matches and tours scheduled in
      Kenya.

      CK has also appointed us as the sole and exclusive television production company in respect of all
      international matches played in Kenya and elsewhere where CK enjoys the right to arrange television
      coverage of international cricket. We also have the rights to use and to sub-license all logos, emblems and
      designs owned by CK.

      Since Kenya is not a test playing nation but is an associate member of the ICC and a full ODI nation, CK
      will seek tours from all test playing nations. Pursuant to our agreement with CK, we will monetize the
      media, sponsorship and television production rights on CK’s behalf and earn a revenue share in connection
      with such services.

      We have also been granted the right to negotiate agreements with potential third parties for the exploitation
      of commercial rights relating to CK.

      We also have the exclusive right to promote, organise and stage other cricket matches and tournaments in
      Kenya, and we shall own all the rights in these matches and/or tournaments which we have the exclusive
      right to exploit.

5.    Afro Asia Cup

      The Afro Asia Cup is an event which is staged under the aegis of the Asian Cricket Council (“ACC”) and
      the Africa Cricket Association (“ACA”). Scheduled to be staged annually, it features a selection of the best
      cricketers from each continent playing each other in a series of three one-day international matches. We have
      acquired all exclusive media rights, ground sponsorship rights and team sponsorship rights for the 2010
      event and, in accordance with the terms of the agreement, have the option to match the best bid for the Afro
      Asia Cup scheduled to be held in 2011, 2012 and 2013 events. In the past, we had acquired similar rights for
      the 2009 event.

6.    Singapore Cricket Association

      We have entered into an agreement with the Singapore Cricket Association on June 10, 2010 pursuant to
      which we have been appointed as its sales and marketing representative for the period between June 10,
      2010 and March 31, 2012, with an option to extend the agreement for a further period of three years subject
      to fulfilment of the pre-requisites as specified in the aforesaid agreement.

      This agreement also permits our Company to organise its own club level cricket tournaments in Singapore.
      We intend to commence the roll out of these events in the second half of 2010.
                                                      85
Sports television production

Sports television production involves the production of live and packaged content for sports events. We have to date
produced over 3,800 hours of live content for sports events. We produced the live feed for all international cricket
events pursuant to the BCCI Agreement, BCB agreement and CK agreement, Asia Cup event in 2010. Our contract
with the BCCI also included the world feed production of 72 days of BCCI domestic cricket in a year.

Pursuant to a letter dated September 3, 2010, we have been appointed by the BCCI as a production company during
the period 2010 to 2014 for the purpose of live television production of cricketing events as owned and/ or sanctioned
by BCCI on a sole and exclusive basis to produce the feed for and on behalf of BCCI.

Sports television production is typically effected by utilizing a company's own employees and personnel hired on an
on-contract project basis. Our resource utilisation is a combination of full time employees, contracted employees
(contracted to our company for a one year period at a time) and project-based consultants. We also use leased
equipment and external suppliers for our live production as this provides us with flexibility and reduces the overhead
costs relating to production. Having access to sophisticated video and audio post-production facilities enables us to
offer a complete production solution to our clients, which include world feed and host broadcast production,
customised content and unilaterals, packaged programming including customised highlight programming.

We provide clients with line feeds, customized feeds, packaged shows, clip production, digital broadcast studios with
advanced recording facilities, post-production facilities including linear and non-linear edit suites, audio dubbing
suites, graphics design and DVD production and replication. Our production, marketing and sales teams typically
work closely to determine the optimal marketing strategy for a particular programme, taking into consideration
channel choice, target audience, regional segmentation, programme popularity and time slot. Our cost control team
also seeks to minimise production costs by entering into long term agreements with vendors including hotel chains,
airlines and suppliers of production equipment.

Owned events

Owned events are sports events in which we own the commercial interests and intellectual property rights and
therefore manage all aspects of the event including event management, creation of content, sponsorship and signage
sales and media rights licensing. We intend to use our existing relationships with sports bodies, sponsors and
broadcast licensees to launch our owned sports events. This diversification of our sports management business will
enable us to own and build a consistent stream of assets across various sports.

We have acquired a ten year sanction from the ACC to stage an annual cricket event across multiple ACC nations.
We have also entered into an agreement with the Asian Tour Golf through which we have been granted a sanction to
stage, promote, monetise and own multiple international golf events across Asia till 2015, with an option to renew the
arrangement for a period of five years.

We have recently entered into a long-term agreement with Singapore Cricket Council to organize club-level
tournaments in Singapore. Pursuant to the agreement with CK, we have the exclusive right to promote, organise and
stage other cricket matches and tournaments in Kenya, and we shall own all the rights in these matches and/or
tournaments which we have the exclusive right to exploit. We intend to begin the roll out of these events by the mid
of 2011. We also intend to continue our discussion with various sanctioning bodies in the sport of cricket, football,
golf and tennis to acquire sanctions for other such events.

Broadcasting

Neo Sports Broadcast, our joint venture, is a sports broadcaster with a presence in more than 25 countries, and it and
operates two 24-hour channels, Neo Cricket and Neo Sports. We currently hold an indirect 48.94% shareholding in
Neo Sports Broadcast through Zenith, our joint venture company with one of our Promoters, Paramount. We have the
right of exercising the call option in accordance with the terms of the Zenith Agreement for an aggregate
consideration of Rs. 0.36 million to acquire the remaining shares of Zenith from Paramount for which we have
received the requisite prior approval from FIPB on May 19, 2010. For further information, see “Government and
other Approvals”, “History and Certain Corporate Matters” and “Risk Factors” on pages 194, 100 and xii
respectively.

    •   Neo Cricket. Neo Cricket was launched in October 2006. Neo Cricket primarily broadcasts live domestic and
        international cricket matches, as well as archived cricket matches, studio and packaged cricket-related
        shows. According to cable and satellite homes estimates in India published by TAM, there are 103 million
        cable and satellite (including digital) households in India and according to AMAP connectivity data, Neo

                                                         86
        Cricket reached a peak connectivity of 87% of the total cable and satellite households on a particular day in
        2010 in India. Within a short period of time, Neo Cricket has become the most viewed sports channel in
        India according to the TAM ratings for 2008 and 2009.

        Recognizing the vast demand for cricket among South Asian community in the USA, we are in the process
        of launching Neo Cricket across all leading cable and satellite platforms in the USA. In this regard, we have
        recently incorporated a company called ‘Neo Broadcast America, Inc.’ as subsidiary of Neo Broadcast
        Limited (formerly known as Nirvana Adzone Limited). The company was incorporated under the laws of
        Delaware and undertakes sales and marketing operations from the state of New Jersey to carry Neo Cricket
        across all cable and satellite platforms in the USA. We have also recruited a whole time business and
        distribution head in the USA and plan to recruit more employees in the coming months.

        We are in the process of launching of Neo Cricket in Canada and in Caribbean by first quarter of 2012.

    •   Neo Sports. Neo Sports was launched in October 2006, and is a dedicated sports channel focused on the
        sports-entertainment genre and broadcasts a number of sports events such as golf, football, tennis, badminton
        and motor racing. Neo Sports has the right to exclusively broadcast the German Bundesliga football league
        matches in the Indian sub-continent for the period July 1, 2009 until June 30, 2012. Neo Sports has exclusive
        rights for the US PGA Tour Golf for the period January 2010 to December 2015 and the rights for the WTA
        Tour Women’s tennis for the period January 2008 to December 2011, the ITF Davis Cup and Fed Cup
        events for the period January 2008 to December 2011, and the NASCAR series for the period January 2008
        to December 2011 among others. Neo Sports broadcasts cricket events selectively, in case of scheduling
        conflicts or to provide an alternate language feed if needed.

Content production

We believe that our in-house production capabilities provide a competitive advantage to our sports television
broadcasting business. These capabilities ensure consistent supply of high quality programming to Neo Cricket and
Neo Sports. We also obtain content for Neo Cricket and Neo Sports under certain licensing arrangements with other
commercial right holders and sports federations. Some of our in-house productions for Neo Cricket include
programmes such as “Dial C for Cricket”, “Cricket Central”, “Sportszone” and “Cricket Tadka Marke”.

Subscription

Neo Sports Broadcast generates subscription revenues from subscribers of its channels in cable and DTH segments
both in India and outside India. Neo Cricket is broadcasted to over 25 countries through various distribution
platforms.

Neo Sports Broadcast has entered into agreements with DTH operators, multisystem operators (“MSOs”) and/or local
cable operators (“LCOs”) in each of the countries in which its channels are distributed. The agreements are generally
for fixed periods of time that vary from region to region. Under these agreements, Neo Sports Broadcast generally
receives subscription revenues from operators in the form of fixed fees and/or per subscriber fees, and/or minimum
guarantees and/or revenue shares.

Further, on July 19, 2010, Neo Sports Broadcast entered into a distribution agreement with MSM Discovery Private
Limited for the pan-India distribution of its two channels - Neo Sports and Neo Cricket through ‘The OneAlliance’,
which is a bouquet of channels. This will primarily focus on managing the distribution on cable networks (analog and
digital) for both the channels along with the CAS markets and hotels and commercial establishments segments.

The TRAI has fixed the price at which broadcasters provide content to MSOs at Rs.41.45 for the Neo channel
bouquet (comprising of Neo Cricket and Neo Sports), Rs. 35.45 for the Neo Cricket channel and Rs 26.60 for the Neo
Sports channel per month in non-CAS areas.

Advertisement

Neo Sports Broadcast’s revenues are significantly dependent on advertisement revenue. Advertisers generally allocate
television marketing budgets among channels on the basis of national or regional audience market shares, ratings,
reach, demographic audience profile and advertising rates. In order to maximize its advertisement revenue, Neo
Sports Broadcast endeavours to meet the advertisers’ expectations on each of the above parameters through
acquisition of suitable content.

Since its commercial launch in October 2006, Neo Sports Broadcast has had a significant number of advertisers and
brands advertise on Neo Cricket and Neo Sports.

                                                         87
Advertisement Sales and Marketing

Our experienced and dedicated marketing and advertising sales team is responsible for advertising sales, broadcast
sponsorship sales, campaign planning, after-sales analysis, market research, product development and client
development.

The market research team of Neo Sports Broadcast obtains television audience ratings data on a regular basis. In
addition, market research and advertising sales department conducts a wide range of market analysis, focusing on
various sectors of the Indian economy and key target audiences. The advertising sales team endeavors to attract
quality advertisers to Neo Sports Broadcast's channels, which it believes offer long-term growth prospects and
adequately complements the brand image of the channels. The current focus of the advertising sales team includes:

         •        Maintaining and enhancing the relationships with the current base of advertisers;
         •        Focusing on attracting new advertisers to the channels;
         •        Optimizing the effective rate of advertisements on the channels; and
         •        Offering innovative advertising and sponsorship properties for the programmes to advertisers to
                  enhance overall revenue.

Filmed Entertainment Business

Our focus on filmed entertainment stems from our core philosophy and business model of concentrating on
businesses, viz. cricket and films, that appeal to Indian audiences in India and globally. Our association with cricket
(in particular Indian cricket) has provided us brand recognition in India and with the Indian audiences which serves as
a platform for us to market our offerings in the filmed entertainment space.

We classify our filmed entertainment business into the following sub-segments:

         •        Distribution rights management;
         •        Content generation; and
         •        Home video rental.

Distribution rights management

Since December 2005, we have primarily operated in the Indian film distribution market and distributed ten films in
certain parts of India. Initially, many of the films that we distributed were in the Mumbai and Delhi-Uttar Pradesh
circuits. However, since Fiscal 2008, the Indian film production and distribution market saw a sharp increase in costs.
In our view, these prices were unsustainable and were not supported by suitable growth in revenues from the market.
Consequently, we decided to scale down our involvement in this segment considerably till prices returned to more
realistic levels in our view. In Fiscal 2009 and Fiscal 2010, we did not distribute any feature films. Since then, we
believe that the film production and distribution costs have corrected to more realistic levels.

Our revenues from the film distribution business relate primarily to four basic sources: (i) distribution of feature films
for theatrical exhibition in India and markets outside of India; (ii) distribution of feature films in various home video
formats; (iii) distribution of feature films for exhibition on television; and (iv) distribution of feature films for
exhibition on new media platforms. We do not always purchase distribution rights for a film on all the four media
platforms mentioned above. The primary territories in which we have established our distribution infrastructure are
the Mumbai and Delhi-Uttar Pradesh circuits. We have also established working relationships with distributors and
screen owners in other Indian states, and are positioned for the future expansion of our film distribution business.

Content generation

Content generation activities within our filmed entertainment business primarily consist of film production. Film
production is done under any of the following models:

         •        Home productions, wherein the production of the feature film as well as the intellectual property
                  rights in the same vest in us.
         •        Commissioned productions, wherein we authorise a third party to produce the feature film by way
                  of an agreement, while the intellectual property rights with respect to that feature film vest in us.
         •        Co-productions, wherein we share both the production of the feature film and the intellectual
                  property rights with a third party in accordance with our agreement in this regard.

Our intended focus area in this segment is Hindi films and international co-productions that would appeal to the
                                                           88
Indian diaspora. Due to increased competition and costs associated with film production, we constantly evaluate the
risks and rewards of production and adhere to a conservative business strategy in our film production business. We
generally enter into co-production arrangements to diversify the risks associated with the production of particular film
projects. To date we have produced three films: Ek Hoti Wadi (Marathi film), Idhi….Ma Ashokgadi – Love Story
(Telugu film) and Sarhad Paar (Hindi film).

Home video rental

We intend to concentrate on the home video rental business under the brand “Showtime Video”. The movie rental
market in India is currently fragmented and is dominated by local single stores that would not be able to gain from
scale and supply-chain benefits that an integrated industry participant would be able to obtain.

Our home video business operates on a "brick and click" model. Under this model, we operate retail outlets in
Mumbai and also offer bookings through our website www.showtimevideo.co.in for home delivery in Mumbai. Our
stores in Mumbai serve as stocking points and hubs for product delivery in addition to being points for walk-in
customers.

We are currently in the pilot phase of this business segment and operate four stores which are located in Bandra,
Andheri, Kandivali and Mulund in Mumbai.

OTHER BUSINESSES

Television programming

We currently have four television programmes on air, out of which, we currently have subsisting contractual
arrangements for two, and for the remaining two, we are in the process of renewing the same as of the date of this
Draft Red Herring Prospectus. The following table sets forth certain information about our current television
programmes on air for which we have subsisting contractual arrangements:

Name of the show                                    Name of the channel on       Genre
                                                    which the show is
                                                    broadcasted
Magal                                               Sun TV                        Drama
Chandralekha                                        Gemini TV                     Drama

CricketNirvana

We believe www.CricketNirvana.com was one of the first few cricket websites to offer a flash-based interactive
scorecard with live streaming, live commentary, player profile and match analysis in interactive graph format and
video clips. The site won the PCWorld award for best design in its category in 2008. CricketNirvana is being utilised
as a platform to webcast all the matches for which we have the internet rights. We also operate a wireless application
protocol (“WAP”) site, wap.cricketnirvana.com, for mobile usage with features like match coverage, live
commentary, cricket news and features, scorecards and match reports.

EMPLOYEES

As on September 15, 2010, we had 245 (two hundred and forty five) employees. In addition, we also use a significant
number of outsourced personnel for film and television production.

We believe that our wages and benefits are generally in accordance with market practices and applicable labour laws,
and that our relationship with our employees is generally good. We have not experienced any strike or work
stoppages in the past, and have also not experienced any significant problems with our employees.

COMPETITION

We face competition from a broad range of companies in the media, sports and filmed entertainment industry.

The acquisition of media and associated rights relating to cricket and other popular sports events typically involves a
competitive bidding process based on several criteria, including, the competitiveness of the bid, past experience,
distribution capabilities, financial strength, technical capabilities, reputation and ability to do financial closure in
time, i.e. providing bank guarantee as required under the sports rights management contracts. Some of our
competitors may have greater financial resources. They may also benefit from greater economies of scale and
operating efficiencies.
                                                          89
As part of the Objects of the Issue, we are in the process of setting up two new television channels, Neo Cinema and
Neo Zindagi targeting a range of viewer preferences. The success of any new channel that we launch will depend on
our ability to develop attractive programming that generates adequate viewership and enables us to sell advertising
time at profitable rates.

The film industry is highly competitive and at times may create supply imbalances of films in the market which could
result in the reduction of box office receipts and/or margins. The home video market in India is currently fragmented
and concentrates only on rentals of DVDs; the market is dominated by local stores who operate on a standalone basis.

INTELLECTUAL PROPERTY

Our business involves the ownership and distribution of intellectual property. Such intellectual property includes
copyrights, trademarks in names and logos, patents or patent applications for inventions related to our products and
services, and licenses of intellectual property rights of various kinds.

Our trademark “Nimbus” and its logo “N” are registered and owned by Nirvana Television Limited (erstwhile
Nimbus Online Private Limited). We have entered into a trademark assignment agreement dated March 29, 2010 with
Nirvana Television Limited, through which we are entitled to use the aforesaid trademarks along with our group
exclusively and in perpetuity. The trademark “Neo Sports” is owned and registered by our joint venture, Neo Sports
Broadcast. For further details on our trademarks, domain names and other intellectual property, see section titled
“Government and Other Approvals” on page 194 of this Draft Red Herring Prospectus.

INSURANCE

Our principal types of insurance coverage include all risk insurance policies, property insurance, fire insurance,
personal accident coverage insurance, money insurance, and event cancellation insurance. Our insurance policies may
not be sufficient to cover our economic losses. For further details, see the section entitled “Risk Factors” on page xii
of this Draft Red Herring Prospectus.

Our operations are subject to hazards such as risk of equipment failure, work accidents, fire, earthquake, flood and
other force majeure events. This includes hazards that may cause injury and loss of life or damage to property or
equipment.

In addition to the policies mentioned above, some of our Group Companies carry health and travel insurance policies
as well. We believe that the amount of insurance presently maintained by us and our Group Companies represents an
appropriate level of coverage required to insure our business and operations, and is in accordance with industry
standards.

Further, sports broadcasters typically become liable to pay the requisite license fee for a cricketing event when the
first ball of the match is bowled and also in the circumstance when the participating teams are at the venue and are
ready to play and there is a disruption due to natural causes, including rainfall. Such a disruption in the cricketing
event exposes sports broadcasters to losses. However, such losses are generally insured against by procuring the
requisite insurance policies. Neo Sports Broadcast has also procured similar insurance policies. The insurance
coverage includes cover for any loss of revenues on account of abandonment or curtailment of events due to any
reason in the case of one-day international matches and T-20 matches involving the Indian national team. The
quantum of cover and the events to be covered is decided on a case-to-case basis depending on the time of year, likely
perception of risk, quantum of revenues at stake, etc.

PROPERTIES

The registered office of our Company as recorded with the RoC, Maharashtra is Nimbus Centre, Oberoi Complex,
Andheri (W), Mumbai – 400 053, Maharashtra, India. We own and occupy only 26,540 square feet of our registered
office and do not own and occupy certain other premises forming part of the aforesaid registered office. Besides the
same, we also own certain office space in Bandra (Mumbai) and in Bengaluru admeasuring 1,119 square feet and 345
square feet respectively. The Company has entered into lease arrangements for offices, located in New Delhi and
Chennai admeasuring 2,500 square feet and 1,000 square feet respectively.




                                                          90
LITIGATION

Other than as described in the section titled “Outstanding Litigation and Material Developments” on page 178 of
this Draft Red Herring Prospectus, we are not involved in any legal proceedings and no proceedings are threatened,
which may have, or have had during the 12 months preceding the date of the Draft Red Herring Prospectus, a material
adverse effect on our business, properties, financial conditions or operations or prospects. For the risks arising out of
our litigations, see section titled “Risk Factors” on page xii of this Draft Red Herring Prospectus.




                                                           91
                                               Regulations and Policies

                                         Media and Entertainment Industry

Acts/Regulations Governing Television Broadcasting

Television broadcasting in India is governed by regulations which apply to the various stages of gathering,
processing, uplinking, down linking and accessing the television programming.

The Sports Broadcasting Signals (Mandatory Sharing with Prasar Bharati) Act, 2007

The Sports Broadcasting Signals (Mandatory Sharing with Prasar Bharati) Act, 2007 (“Mandatory Signal Sharing
Act”), provides for access to the largest number of listeners and viewers, on a free to air basis, of sporting events of
national importance through mandatory sharing of sports broadcasting signals with Prasar Bharati.

Under this enactment, no content rights owner or holder and no television or radio broadcasting service provider can
carry a live television broadcast on any cable or Direct-to-Home network or radio commentary broadcast in India of
“sporting events of national importance”, unless it simultaneously shares the live broadcasting signal, without
advertisements, with Prasar Bharati, to enable Prasar Bharati to re-transmit the signal on its terrestrial networks and
Direct-to-Home networks. “Sporting events of national importance” are defined in the Mandatory Signal Sharing Act
as any national or international sporting event, whether held in India or abroad, as may be notified by the central
government to be one of national importance. With respect to cricket events, sporting events of national importance
include all matches featuring India, including all official one day internationals, Twenty-20 matches, such test
matches as are considered to be of high public interest by the central government, and the finals and semi-finals of
international competitions.

The Mandatory Signal Sharing Act further provides that Prasar Bharati’s advertisement revenues from the broadcast
of the shared signals shall be shared with the content rights owner or holder in the ratio of not less than 75:25 in case
of television coverage and not less than 50:50 in case of radio coverage.

The Telecom Regulatory Authority Act, 1997 (the “TRAI Act”)

The TRAI Act established the Telecom Regulatory Authority of India (“TRAI”) and the Telecom Disputes
Settlement and Appellate Tribunal (“TDSAT”). The TRAI and TDSAT are the regulatory and appellate bodies in
India which regulate telecommunication services and adjudicate disputes in relation thereto, respectively. Under the
TRAI Act, the TRAI is empowered to make recommendations to the Central Government or the entity empowered
under the Telegraph Act, to issue licenses in connection with matters such as the need and timing for introduction of
new service providers, terms and conditions of licenses issued to service providers and the revocation of licenses for
non-compliance with terms and conditions. The functions to be discharged by the TRAI include ensuring compliance
with the terms and conditions of licenses, regulate revenue sharing arrangements among service providers and
specifying the standards of quality of service to be provided by service providers. The TRAI is empowered to call
upon any service provider at any time to furnish in writing such information or explanation as is required or to
conduct an investigation into the affairs of any service provider or issue directions in respect thereof.

Regulation by the TRAI

Television broadcasting was brought under the ambit of the TRAI by classifying broadcasting and cable services as
“telecommunications” on January 9, 2004. The TRAI has been mandated to review policies governing broadcasting
and cable services and has made significant recommendations and interventions in relation to the Conditional Access
System (“CAS”) Regime.

Cable Television Network (Regulation) Act, 1995

This statute regulates cable television networks. A person wishing to operate a cable television network is required to
register under this Act.

Conditional Access System

“Conditional Access System” (“CAS”) refers to the hardware devices and connected software (including a set top
box) used at different stages of distribution of a television channel through which pay channels are transmitted in
encrypted form. The subscriber is given an authorization depending upon his or her request to view one or more such
Pay Channels on payment of a fee. The authorization is given and controlled by a “Multi System Operator” (“MSO”)

                                                           92
which owns the CAS in a cable television network. In this, the MSO may be assisted by the local cable operator.

CAS (also termed “Addressable System”) is being implemented by notification of different areas in India under the
Cable Television Network (Regulation) Act, 1995. It is currently in force in the Chennai Metropolitan Area and
certain parts of Delhi, Mumbai, and Kolkata. A complete list of the areas notified for mandatory CAS is available on
TRAI’s website: http://www.trai.gov.in/.

Tariff for Areas with Mandatory CAS

Free to Air Channel, Pay channel, Basic Service Tier Tariff under the CAS system

“Pay Channel” means a channel for which fees is to be paid to the broadcaster and which would require the use of an
addressable system (or “set top box”) attached with the television set of a subscriber, in areas where mandatory CAS
has been notified.

“Free To Air Channel” (FTA Channel) means a channel for which no fees is to be paid to the broadcaster and which
would not require the use of Set Top Box for viewing such channels. Since the channels are carried through the
distribution chain using the infrastructure created for transmission, a charge has to be paid for the same to the cable
operator which is known as ‘Basic Service Tier Charges’.

“Basic Service Tier” means a package of free-to-air channels provided by an MSO or cable operator which can be
viewed without any set top box attached to the television set and the Basic Service Tier Charge is a single price
payable by the subscribers to the local cable operator for such package consisting of Free to Air channels.

The TRAI pursuant to its order dated 31 August 2006 (“Tariff Order”) has ruled that the maximum amount that an
MSO or cable operator can demand for receiving programmes transmitted in the Basic Service Tier cannot exceed
Rs.77/- per month (excluding taxes) for a minimum of 30 Free To Air channels. If additional FTA Channels are
offered over and above the 30 minimum FTA Channels, no additional amount will be chargeable for such additional
FTA Channels. The amount of taxes will depend upon the tax notifications issued by the Government of India or
concerned State Governments from time to time. The amount of Rs. 77/- per month (excluding taxes) for a minimum
of 30 Free To Air channels has, by way of TRAI’s amendment order dated 26 December, 2008 (“Tariff Amendment
Order”) has been increased to Rs. 82/- per month (excluding taxes).

The Tariff Order issued by TRAI mandates that the pay channels will be offered on “a-la-carte basis” by the
broadcasters, MSOs and cable operators.

“A-la-carte basis” means that the Pay Channels will be offered individually with a maximum retail price for each
channel fixed by the broadcasters within the ceiling of Rs. 5 per channel per month. Bouquets of pay channels can
also be offered only in addition to the a-la-carte offer and not otherwise, and the right to choose will remain with the
subscriber. By way of the Tariff Amendment Order, the ceiling of Rs. 5 per channel per month has been replaced by a
ceiling of Rs. 5.35 per channel per month.

Non-Conditional Access System

Under a Non-Conditional Access System (“Non-CAS”, also known as a “Non-Addressable System”), Pay Channels
are transmitted in unencrypted form and the subscriber will not have any option to choose amongst Pay Channels and
pay only for the Pay Channel so chosen. Under this system, which for the moment is prevalent all over India
excepting in Chennai and in parts of Mumbai, Delhi, and Kolkata, subscribers have to pay for all the channels they
receive from the local cable operator.

Tariff for Non-CAS Areas

Tariff Order of October 2004

Regulation of tariff for channels in areas where mandatory CAS has not been notified (“Non-CAS Areas”) is
governed principally by the provisions of a tariff order dated 1 October 2004 issued by the TRAI (“2004 Tariff
Order”). The main provisions of the 2004 Tariff Order are the following:-

(i)   Cable charges prevailing as on 26 December 2003 in respect of channels and bouquets of channels that existed
      on that date shall be the ceiling on such charges. In other words the payments by a subscriber to the cable
      operator, by a cable operator paying to the MSO and by the MSO to the broadcaster shall be governed by the
      rate applicable as on 26 December 2003.


                                                          93
(ii)    In the case of a Pay Channel launched after 26 December 2003, or in the event of an existing FTA Channel
        converting to a Pay Channel, the ceiling shall be increased to the extent of the charges of the new Pay Channel
        or the converted FTA Channel to Pay Channel. In the event of a reduction in the number of existing Pay
        Channels as existing on 26 December 2003 the ceiling shall stand reduced similarly.

(iii)   The rates of new Pay Channels shall be similar to the rates of similar channels that existed as on 26 December
        2003 and the new Pay Channels or the converted FTA Channels to Pay Channels shall be offered on a stand-
        alone basis and not form part of the bouquets that existed as on 26 December 2003.

Tariff Amendment Order of July 2006

On July 31, 2006, the Authority issued a tariff amendment order clarifying the factors that would be reckoned in
determining the similarity of rates of similar channels. These are:

(i)       the genre and language of the channel in question;
(ii)      the range of prices ascribed to the channel of similar genre and language that existed as on December 26,
          2003; and
(iii)     the range of prices of the individual channel of similar genre and language as existing in the cities where
          CAS is in existence.

Tariff Amendment Order of November 2006

On November 21, 2006, the Authority further amended the 2004 Tariff Order to provide tariff dispensation for
commercial cable subscribers on the following terms:

(i)       for the purpose of tariff regulation, there will be two categories of commercial subscribers. One category
          consisting of hotels with a grading of 3-stars and above and heritage hotels. This category would also
          include any other hotels, motels, inns and such other commercial establishments providing board and
          lodging and having 50 or more rooms. In the second category would fall all other commercial
          establishments;

(ii)      in respect of the first category, the tariff has been left to mutual agreements and market forces. But
          commercial subscribers in non-CAS areas having their own head-ends and other facilities to receive signals
          directly from the broadcasters will get the choice of individual channels as well as bouquets. The bouquet
          offering will be subject to restrictions on maximum bouquet price in relation to the sum of individual
          channel prices; and

(iii)     in respect of second category, the tariff will be the same as that of ordinary cable subscribers. The relevant
          date for reckoning the ceiling on tariffs is December 26, 2003.

Policy guidelines for downlinking of television channels

Ministry of Information and Broadcasting, Government of India, has formulated policy guidelines for downlinking all
satellite television channels downlinked / received / transmitted and re-transmitted in India for public viewing.
Consequently, no person/entity shall downlink a channel, which has not been registered by the Ministry of
Information and Broadcasting under these guidelines. Henceforth, all persons/ entities providing Television Satellite
Broadcasting Services (TV Channels) uplinked from other countries to viewers in India as well as any entity desirous
of providing such a Television Satellite Broadcasting Service (TV Channel), receivable in India for public
viewership, shall be required to obtain permission from Ministry of Information and Broadcasting, in accordance with
the terms and conditions prescribed under these guidelines.

Guidelines for Provisioning of Internet Protocol Television (IPTV) Services

The Ministry of Information and Broadcasting, Government of India, has, in 2008, formulated the guidelines for the
operation of IPTV services in India, which are in consonance with the recommendations of TRAI, for the purpose of
establishing cogent principles relating to various platforms capable of providing IPTV services and to encourage
various stake holders to launch IPTV services in Indian markets. IPTV is a system where a digital television service is
delivered using Internet Protocol over a network infrastructure, which generally includes delivery by a broadband
connection. A general definition of IPTV is television content that, instead of being delivered through traditional
broadcast and cable formats, is received by the viewer through the technologies used for computer networks. By way
of these guidelines, broadcasters are permitted to share their content with IPTV service providers. The policy
guidelines for downlinking of television channels have also been amended to include authorized IPTV service
providers.

                                                           94
Guidelines for providing Headend-in-the-Sky (HITS) Broadcasting Service in India

These guidelines have been formulated by the Ministry of Information and Broadcasting, Government of India in
November 2009 for the grant of permission to establish and operate HITS broadcasting service from India. HITS is a
digital content transmission technology where multiple cable channels are multiplexed into a signal and uplinked by
the HITS operator to its satellite. This signal is then downlinked to many MSOs and LCOs who in turn forward the
channels to the end customers or subscribers of their networks for viewing cable TV. The policy guidelines for
downlinking of television channels have also been amended to include authorized HITS operators.

Regulations for Uplinking

The gathering, uplinking and broadcasting of television based content in India was governed by a series of guidelines
promulgated by the MIB. These included the “Guidelines for uplinking from India”, the “Guidelines for Uplinking of
News and Current Affairs TV Channels from India” and the “Guidelines for use of SNG/DSNGs”. On December 2,
2005, the above guidelines were consolidated into the “Guidelines for Uplinking from India” (“Uplinking
Guidelines”) which relate to:

(i)     Permission for setting up of Uplinking Hub/Teleports;
(ii)    Permission for Uplinking a Non-News and Current Affairs TV Channel;
(iii)   Permission for Uplinking a News and Current Affairs TV Channel;
(iv)    Permission for Uplinking by Indian News Agency;
(v)     Permission for use of SNG/DSNG Equipment in C Band and KU Band; and
(vi)    Permission for Temporary Uplinking.

Permission for Setting up of Uplinking Hub/ Teleports

Companies making applications to establish uplinking hubs or teleports in India are required to satisfy certain capital
adequacy requirements based on the number of channels being broadcast, for example a company with teleport with
single channel capacity is required to maintain a net worth of Rs. 10 million and a company with teleport with 15
channel capacity is required to maintain a net worth of Rs. 30 million. Further, foreign equity holding including
NRI/OCB/PIO investment is not permitted to exceed 49%. Licenses granted are valid for a period of ten years. A one-
time license fee is payable for every teleport licensed under the above system and uplinking is permitted only for
channels which are approved for uplinking by the MIB.

Permission for Uplinking Non-News &Non Current Affairs TV Channel

This permission enables the uplinking of channels which do not include elements of news & current affairs in their
programme content. Applicants with one channel are required to maintain net worth of Rs. 15 million for one channel
and Rs. 10 million for every additional TV channel. Licenses granted are valid for a period of ten years. The company
is also required to comply with the procedure laid down in the downlinking guidelines notified by the Ministry of
Information and Broadcasting (“MIB”). Under these guidelines sports channels and sports management companies
having TV broadcasting rights are required to share their feed with Prasar Bharati for national and international
sporting events of national importance, held in India or abroad, for terrestrial transmission and DTH broadcasting
subject to certain conditions. Revenue sharing in such conditions is prescribed in the ratio of 75:25 in favour of the
company holding the license.

The Telecommunication (Broadcasting And Cable Services) Interconnection (Third Amendment) Regulation,
2006

 The Telecommunications (Broadcasting and Cable Services) Interconnection (Third Amendment) Regulation, 2006
came into effect on 4th September, 2006 by a notification in the Official Gazette. This regulation was implemented by
TRAI to regulate the distribution cable TV in India. Thus the regulation expands the scope of Interconnect
Regulations so as to minimize the doubts and disputes/ litigation.

This regulation governs all service providers including cable operators, multi system operators and broadcasters. It
controls and regulates inter connection agreements entered into by multi system operators, cable operators and
broadcasters. It contains various provisions for the protection of the interests of the broadcasters, multi system
operators, distributors of TV channels as well as the consumers.




                                                          95
Copyrights

The Copyright Act, 1957 (“Copyright Act”) protects original literary, dramatic, musical and artistic works and
cinematograph films and sound recordings from unauthorized uses. Unlike the case with patents, copyright protects
the expressions and not the ideas. There is no copyright in an idea. The object of copyright law is to encourage
authors, artists and composers to create original works by rewarding them with exclusive right for a fixed period to
reproduce the works for commercial exploitation. Copyrights subsist in following class of works:

a) Original literary, musical, dramatic and artistic works
b) Cinematograph films
c) Sound recordings

Under the copyright law the creator of the original expression in a work is its author who is vested with a set of
exclusive rights with respect to the use and exploitation of the work. The author is also the owner of the copyright,
unless there is a written agreement by which the author assigns the copyright to another person or entity, such as a
publisher. Where a work is done under a work for hire agreement, the copyright vests with the hirer i.e. the person
providing work. The owner of copyright in a work can assign or license his copyright to any person, such as
publisher, under a written agreement. Copyright subsists in a work since the time it comes into being. Therefore,
registration of copyright neither creates any rights nor precludes enforcement of the existing ones. However, owing to
its evidentiary value, a registered copyright is easier to establish in the court of law. The term of copyright varies
across different types of works. In the case of broadcasts, the Act grants “broadcast reproduction rights” to
broadcasting organizations which subsist for 25 years.

India is a member of both Berne and Universal Conventions and Indian law extends protection to all copyrighted
works originating from any of the convention countries. Foreign works first published in a country which is a
member of either of the Conventions would be accorded the same copyright protection in India as Indian works
without undergoing any formalities, on the assumption that the home country accords reciprocity to Indian works.

Trade Marks

The Indian law of trademarks is enshrined in the Trade Marks Act, 1999. The Act seeks to provide for the registration
of trademarks relating to goods and services in India. A trade mark means a mark used in relation to goods for the
purpose of indicating a connection in the course of trade between the goods and the proprietor. While registration of a
trademark is not compulsory it offers better legal protection. Any person can apply for registration of a trademark to
the Trademark Registry under whose jurisdiction the principal place of the business of the applicant in India falls. The
term of a trademark registration is for a period of ten years. The renewal is possible for further period of 10 years
each.

There is no system as yet wherein a single trademark application is sufficient to protect the trademark right
internationally. However, Paris convention to which India is a party provides certain privileges to member countries
in trademark registration. A party that files their first trademark application in a member state of the Convention, such
as India, can within six months of that filing date file applications in other member countries claiming the priority of
the first application. If such a trademark is accepted for registration it will be deemed to have registered from the
same date on which the application is made in the home country.

Cinematograph Act, 1952

Cinematograph Act, 1952 sets out the law in relation to the certification of cinematograph films for exhibition and for
regulating exhibitions by means of cinematographs.

 Under the Act the Central Government has constituted the Board of Film Certification (Board), commonly known as
the Censor Board, for the purpose of sanctioning films for public exhibition. The Board may direct the applicant to
carry out such excisions or modifications in the film as it thinks necessary before sanctioning the film for public
exhibition or refuse to sanction the film for public exhibition.

Bombay Cinemas (Regulation) Act 1953

This act is for regulating exhibitions by means of cinematographs and licensing of places in which cinematograph
films are exhibited in the State of Maharashtra. Under this Act a State licensing authority has been established, for
exhibiting cinematograph films.

Special Welfare Laws for Employees
                                                             96
The Cine Workers and Cinema Theatre Workers (Regulation of Employment) Act, 1981, regulates the conditions of
employment of certain classes of workers in the film industry. Two other enactments, the Cine Workers Welfare Cess
Act, 1981, and the Cine Worker Welfare Fund Act 1981, create schemes for the promotion of welfare of such
workers.

Policy for the Import of Cinematographic Films and other Films

Under this policy, import of cinematograph feature films and other films (including film on video tape, compact video
disc, laser video disc or digital video disc) is allowed without a license. The importer of the film has to comply with
the provisions of all applicable Indian laws governing the distribution and exhibition of films, including the
requirement of obtaining a certificate of public exhibition prescribed under the Cinematograph Act, 1952.The import
of any unauthorized/pirated films is also prohibited.

The Indian Wireless Telegraphy Act, 1933 (the “Wireless Act”)

The Wireless Act governs all forms of “wireless communication”, i.e., transmission and reception without the use of
wires or other continuous electrical conductors between the transmitting and the receiving apparatus. It stipulates that
no person shall possess wireless telegraphy apparatus without obtaining a license in respect thereof. Applications
under the Wireless Act are made to the Wireless Planning & Coordination Wing (“WPC”). The WPC is the national
radio regulatory authority responsible for frequency spectrum management, including licensing to wireless users
(government and private) in India. It exercises the statutory functions of the Central Government and issues licenses
to establish, maintain and operate wireless stations. The WPC is divided into major sections like licensing, new
technology group and Standing Advisory Committee on Radio Frequency Allocation (the “SACFA”). It is also
involved in formulation of the frequency allocation plan, making recommendations to the International Telecom
Union and clearance of all wireless installations in the country. Clearance from the WPC is required for the usage of
certain equipment for television broadcasting including Satellite News Gathering (“SNG”) and Digital Satellite News
Gathering (“DSNG”) equipment and teleports.

Codes of Conduct

All Satellite television channels have to adhere to the Advertising Code and the Programme Code prescribed under
the Cable Television Networks Rules, 1994 and rules framed thereunder.

Rule 6 of the Cable Television Networks Rules, 1994 discusses the Programme Code. Programme means any
television broadcast. No programme shall be carried in the cable service, which is as specified under the Programme
Code.

Under the Advertising Code, advertisement carried in the cable service shall be so designed as to conform to the laws
of the country and should not offend morality, decency and religious susceptibilities of the subscribers.

LAWS RELATING TO EMPLOYMENT

The Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) has been enacted to regulate the employment
of contract labour in certain establishments and to provide for its abolition in certain circumstances. The CLRA
applies to every establishment in which 20 or more workmen are employed or were employed on any day of the
preceding 12 months as contract labour. The CLRA vests the responsibility on the principal employer of an
establishment to make an application to the registered officer in the prescribed manner for registration of the
establishment. Likewise, every contractor to whom the CLRA applies is required to obtain a license and is not
permitted to undertake or execute any work through contract labour except under and in accordance with the license
issued. To ensure the welfare and health of the contract labour, the CLRA imposes certain obligations on the
contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other
facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal
employer is under an obligation to provide these facilities within a prescribed time period.

The Payment of Wages Act, 1936

The object of the Payment of Wages Act, 1936 (“PWA”) is to regulate the payment of wages to certain classes of
employed persons. The PWA makes every employer responsible for the payment of wages to persons employed by
him/it. No deductions can be made from the wages nor can any fine be levied on the wages earned by a person
employed except as provided under the PWA.

                                                          97
The Minimum Wages Act, 1948

The Minimum Wages Act, 1948 (“MWA”) came into force with the objective to provide for the fixation of a
minimum wage payable by the employer to the employee. Under the MWA, every employer is mandated to pay not
less than the minimum wages to all employees engaged to do any work whether skilled, unskilled, manual or clerical
(including out-workers) in any employment listed in the schedule to the MWA, in respect of which minimum rates of
wages have been fixed or revised under the MWA.

The Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 (“PGA”) was enacted with the objective to entitle the payment of gratuity to an
employee who has rendered continuous service for not less than five years at the time of retirement or termination of
such employee’s services, or upon such employee’s death or disablement due to accident or disease (in which case the
minimum requirement of five years does not apply).

The Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965 (“PBA”) was enacted with the objective of providing of payment of bonus to
employees on the basis of profit or on the basis of productivity. The provisions of the PBA ensure that a minimum
annual bonus is payable to every employee regardless of whether the employer has made a profit or a loss in the
accounting year in which the bonus is payable. Under the PBA every employer is bound to pay to every employee, in
respect of the accounting year, a minimum bonus which is 8.33% of the salary or wage earned by the employee
during the accounting year or Rs.100, whichever is higher.

The Employee State Insurance Act, 1948

The Employee State Insurance Act, 1948 (“ESIA”) aims to provide benefits for employees or their beneficiaries in
the event of sickness, maternity, disablement and employment injury and to make provisions for the same. Every
factory or establishment to which the ESIA applies is required to be registered in the manner prescribed under the
ESIA. Under the ESIA every employee (including casual and temporary employees), whether employed directly or
through a contractor, who is in receipt of wages upto Rs.7,500 per month is entitled to be insured. The ESIA
contemplates a contribution payable by the principal employer in the first instance and a contribution payable by the
employee in respect of an employee to the Employee State Insurance Corporation. The ESIA further states that a
principal employer, who has paid a contribution in respect of an employee employed by or through an immediate
employer, shall be entitled to recover the amount of the contribution so paid from the immediate employer, either by
deduction from any amount payable to him by the principal employer under any contract, or as a debt payable by the
immediate employer.

The Industrial Employment (Standing Orders) Act, 1946

The Industrial Employment (Standing Orders) Act, 1946 (“Standing Orders Act”) requires employers in industrial
establishments, which employ 100 or more workmen to define with sufficient precision the conditions of employment
of workmen employed and to make them known to such workmen. The Standing Orders Act requires every employer
to which the Standing Orders Act applies to certify and register the draft standing order proposed by him in the
prescribed manner. However until the draft standing orders are certified, the prescribed standing orders given in the
Standing Orders Act must be followed.

The Workmen’s Compensation Act, 1923

The Workmen’s Compensation Act, 1923 (“WCA”) has been enacted with the objective to provide for the payment
of compensation by certain classes of employers to their workmen or their survivors for industrial accidents and
occupational diseases resulting in the death or disablement of such workmen. The WCA makes every employer liable
to pay compensation in accordance with the WCA if a personal injury/disablement/loss of life is caused to a workman
(including those employed through a contractor) by an accident arising out of and in the course of his employment. In
case the employer fails to pay compensation due under the WCA within one month from the date it falls due, the
Commissioner may direct the employer to pay the compensation amount along with interest and may also impose a
penalty.

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (“EPFA”) was introduced with the objective of
institution a provident fund for the benefit of employees in factories and other establishments. The EPFA empowers

                                                         98
the Central Government to frame the “Employee’s Provident Fund Scheme”, “Employee’s Deposit-linked Insurance
Scheme’ and the “Employees’ Family Pension Scheme” for the establishment of provident funds under the EPFA for
the employees. The EPFA also prescribes that contributions to the provident fund are to be made by both the
employer and the employee.




                                                     99
                                             History and Certain Corporate Matters

     Brief Corporate History of Our Company

     Our Company was originally incorporated as ‘Nimbus Communications Private Limited’ on June 30, 1987 under the
     Companies Act as a private limited company with the RoC, Maharashtra. Our Company became a deemed public
     company under Section 43A of the Companies Act and its name was consequently changed to ‘Nimbus
     Communications Limited’ with effect from July 1, 1994. The Company’s corporate identification number as allotted
     by the RoC is U99999MH1987PLC043940. In an extraordinary general meeting of our Company held on January 4,
     2000, our Company’s shareholders passed a resolution converting our Company from a deemed public company to a
     public company.

     The current Promoters of our Company are Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and
     Paramount Corporation Limited.

     We own the global media rights for all international cricket matches organised by the BCCI in India until March 2014
     and have licensed the broadcast rights with respect to such matches in India to Neo Sports Broadcast. In addition to
     the rights that we have acquired from the BCCI, we have acquired and manage certain rights with respect to other
     sports federations, including Bangladesh Cricket Board, Asian Cricket Council, Cricket Kenya and Singapore Cricket
     Association. For further details in relation to our business including description of our activities, see section titled
     “Business” on page 78 of this Draft Red Herring Prospectus.

     Our Company filed a draft red herring prospectus with SEBI on March 3, 2000. However, we did not proceed with
     the initial public offer process due to general market conditions and withdrew the draft red herring prospectus.

     Our Main Object

     Our main objects, as contained in our Memorandum of Association are:

1.   To undertake the business of advertising and publicity, marketing and marketing/other consultancy, entertainment through
     music/dance/drama/movie/TV/other media, mass communication, consumer research, industrial and sociological research,
     market research to undertake public poll, to ascertain views and reactions of the public at large on any products or
     problems and issues, graphics designing including product package and exhibition designing.

2.   To carry on the business of consultants and contractor, promoters or organizers of agents for all kinds of advertising or
     publicity schemes or methods, new-agents, press agents, news paper cutting agents, billposters, commission agents, news
     paper reporters, printers, engravers, lithographers, stereotypes, electrotypers, photographers, photo etchers, photographic
     printers, designers, draughts men and type founders.

3.   To carry on the business of preparation, production, distribution exploitation, and screening of cinematograph films,
     animation (cartoon films) in all gauges and in particular audio and/or video cassettes, disc, video films and /or any other
     contrivances, tapes of all gauges, form and contrivances multification of films and cassettes including resorting to any new
     method or process that may be developed technically and/or technologically in future relating to the above activity and
     short films.

4.   To purchase, sell, franchise, share, rent or lease the rights to any material in the fields of publishing, literature,
     television, cinema, video, theatre, sports or any other field.

     Change in our registered office

     The registered office of our Company at the time of incorporation was at 14, Jeevan Dhara, Dr. Ambedkar Road, Mumbai
     400 050. The table below provides the details of the change in registered office of our Company since its incorporation:

     Resolution date    Change in the address of our Registered Office
     June 29, 1990      The registered office of the Company was changed from 14, Jeevan Dhara, Dr. Ambedkar Road, Mumbai 400
                        050 to 6, Geeta Niketan, 264 Linking Road, Bandra, Mumbai 400 050.
     July 15, 1993      The registered office of the Company was changed from 6, Geeta Niketan, 264 Linking Road, Bandra, Mumbai
                        400 050 to 101 B, Vidyanand, 107, 24th Road, Bandra, Mumbai 400 050.




                                                                 100
Resolution date    Change in the address of our Registered Office
March 20, 2001     The registered office of the Company was changed from 101 B, Vidyanand, 107, 24th Road, Bandra, Mumbai
                   400 050 to Oberoi Trade Centre, Oberoi Complex, New Link Road, Andheri (W), Mumbai 400 053.

                   W.e.f August 14, 2007 name of the building ‘Oberoi Trade Centre’ has been changed to ‘Nimbus Center’. Our
                   Company has made necessary filings with RoC, Maharashtra to record the change in name of the building.


Changes in the registered office mentioned above were made mainly due to operational reasons.

Key Events and Milestones

Year/ Date         Events
 1988-1989         We marketed air time for advertisements on Doordarshan for the television serials Nukkad, Wagle Ki Dunya and
                   Sunil Gavaskar Presents.
 1990              We produced our first sports program called ‘Football Fever’ for the 1990 Football World Cup in Italy.
 1993              Production and marketing of the music-based entertainment television series ‘Superhit Muqabla’ on Doordarshan
                   by us.
 2002              Nimbus Sport International Pte. Limited was appointed by Prasar Bharati Corporation Limited as the exclusive
                   television production company to produce live television feed for international cricket played in India from 2002-
                   2004.

                   Nimbus Sport International Pte. Limited was appointed by Global Cricket Corporation Pte. Limited as the
                   marketing agents of Global Cricket Corporation Pte. Limited for the media and sponsorship rights for ICC events
                   from 2002 to 2007.
2005               Nimbus Sport International Pte. Limited acquired title sponsorship, co-sponsorship and in-stadia advertisement
                   rights in Pakistan from the Pakistan Cricket Board for certain international matches in Pakistan for the period
                   January 2006 to March 2008.
2006               Our Company acquired exclusive worldwide media rights, including broadcast on television as well as on radio,
                   for the period March 2006 to March 2010, for all international matches and series organised by the BCCI in India,
                   including 72 days of domestic cricket matches.

                   Our Subsidiary, Nimbus Sports International Pte. Limited, by virtue of its agreement with the BCCI has acquired
                   rights in India to produce the live feed for television for matches played in India, until March 2010.
2006               Neo Sports Broadcast launched the channels Neo Sports and Neo Sports+ which has been renamed as Neo Sports
                   and Neo Cricket respectively on April 30, 2008.
2006               Nimbus Sport International Pte. Limited was appointed as the exclusive worldwide media rights marketing
                   company (excluding television and radio rights in Bangladesh) for television, radio and internet broadband from
                   the BCB for all cricket matches organised by the BCB in Bangladesh in the period November 2006 to March
                   2012.

                   Nimbus Sport International Pte. Limited was also made in charge of the television production for all cricket
                   matches organised by the BCB in Bangladesh in the period November 2006 to March 2012.
2008               Launched internet operations through www.cricketnirvana.com.
2009               Our Company acquired exclusive worldwide media rights, including broadcast on television as well as on
                   radio, for the period April 2010 to March 2014, for all international matches and series organised by the BCCI
                   in India, including 78 days of domestic cricket matches.
2010               Our Company acquired all commercial rights for three editions of the quadrangular Asia Cup to be held
                   between the national teams of India, Pakistan, Sri Lanka and Bangladesh in the years 2010, 2012 and 2014.

Changes in the activities of our Company during the last five years

Except as stated in the sections titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations as Reflected in the Financial Statements” on page 143, there have been no changes in the
activities of our Company during the last five years, preceding the date of the Draft Red Herring Prospectus.

Changes in our Memorandum of Association

Since our incorporation, the following changes have been made to our Memorandum of Association:

Date              Nature of amendment
April 4, 1994     Increase in authorized share capital of our Company from Rs. 100,000 to Rs. 60,000,000 divided into
                  6,000,000 Equity Shares of Rs. 10 each.
July 1, 1994      Deletion of word “Private” from the name of our Company consequent to its becoming a deemed public
                  company under Section 43A of the Companies Act; taken on record by our Company in Board meeting dated
                  July 21, 1995.
                                                               101
Date                 Nature of amendment
January 4, 2000      Increase in authorized share capital of our Company from Rs. 60,000,000 to Rs. 300,000,000 divided into
                     30,000,000 Equity Shares of Rs. 10.
August 9, 2000       Splitting of each Equity Share of our Company of Rs. 10 each into 2 Equity Shares of Rs. 5 each.
June 29, 2005        Increase in authorized share capital of our Company from Rs. 300,000,000 to Rs. 500,000,000 divided into
                     100,000,000 Equity Shares of Rs. 5 each.
June 26, 2007        Consolidation of authorized share capital of our Company as follows: every two Equity Shares of Rs. 5 each
                     consolidated into one Equity Share of Rs. 10 each.

                     Increase in authorised share capital of our Company from Rs. 500,000,000 to Rs. 650,000,000 divided into
                     65,000,000 Equity Shares of Rs. 10 each.
February 11,         Increase in authorised share capital from Rs. 650,000,000 to Rs.1,000,000,000 divided into 100,000,000
2008                 Equity shares of Rs. 10 each.
April 20, 2009       Reclassification of authorised share capital into Rs.1,000,000,000 divided into 100,000,000 shares of Rs. 10
                     each whether Equity Share or preference shares with such rights as may be determined by the Board.
February 11,         Reclassification of authorised share capital into Rs.1,000,000,000 divided into 95,000,000 Equity Shares of
2010                 Rs.10 each and 5,000,000 non cumulative preference shares of Rs.10 each.
March 29, 2010       Alteration of the main objects clause of our Company.

Members

As of September 29, 2010, we have 89 members in our Company.

Injunctions or restraining orders

Our Company is not operating under any injunction or restraining order.

Acquisition of business/undertakings, mergers, amalgamation, revaluation of assets

Acquisition of business/undertakings, mergers, amalgamation

Except for acquisition of business of Paramount in 1999 pursuant to an agreement entered into between our Company
and Paramount in September 1999 and acquisition of 50 percent stake by Nimbus Communications Limited BVI in
Nimbus Sport International Pte. Ltd. from The World Sport Group Limited in 2005, there has been no acquisition of
business/undertakings or any merger and amalgamation.

Revaluation of assets

Except for the revaluation of assets in August, 1994 and March, 2008, there has been no revaluation of asset. For
further details please refer section titled “Capital Structure” on page 23 of this Draft Red Herring Prospectus.

Defaults or rescheduling of borrowings with financial institutions/banks

There have been no defaults or rescheduling of borrowings with financial institutions/banks except for the following:

       1.   The Company availed a short term loan of Rs. 2,250 million from Punjab National Bank. The repayment of
            the same was due on June 30, 2010. Approximately Rs. 1,400 million was outstanding as on Septemebr 24,
            2010. Punjab National Bank vide its letter dated September 24, 2010 has rolled over the outstanding
            amounts for a period of three months ending December 23, 2010. The interest payable on the outstanding
            amount shall be charged at base rate plus 6.75% while the interest payable under the said loan was BPLR
            plus 1%. All the other terms of the said loan (including security) apply mutatis mutandis to the roll over
            facility granted by Punjab National Bank on September 24, 2010.

       2.   As required under the New BCCI Agreement, our Company provided a bank guarantee of Rs. 20,000 million
            to the BCCI on January 18, 2010 from Punjab National Bank, Indian Bank and Union Bank of India. As per
            the sanction letters from Punjab National Bank and Union Bank of India dated January 14, 2010, our
            Company was required to provide to the said banks additional margin money aggregating to Rs. 600 million
            (Rs 300 million each) by April 30, 2010. At present, the amount of additional cash margin to be paid to the
            banks stands outstanding. However, Union Bank of India vide letter dated September 29, 2010 has extended
            the time for providing additional margin of 4% on Rs. 7,500 million bank guarantee from April 30, 2010 to
            December 31, 2010.


                                                               102
     Subsidiaries and joint ventures of our Company

     Our Subsidiaries

     Our Company has the following seven Subsidiaries (directly or indirectly):

     Sr. No.     Name of the Subsidiary
     Indian Subsidiaries
          1.     Nimbus Home Entertainment Private Limited
          2.     Nimbus Motion Pictures (AP) Private Limited
          3.     Nirvana Television Limited
     Foreign Subsidiaries
          4.     Nimbus Communications Limited BVI (incorporated in the British Virgin Islands)
          5.     Nimbus Communications Worldwide Limited (incorporated in Mauritius)
          6.     Nimbus Media Pte. Ltd. (incorporated in Singapore)
          7.     Nimbus Sport International Pte. Ltd (incorporated in Singapore)

     Details of the Indian Subsidiaries

1.   Nimbus Home Entertainment Private Limited

     Nimbus Home Entertainment Private Limited (“Nimbus Home”) was incorporated on November 22, 2002 in the
     name and style of Nirvana Music Private Limited under the Companies Act. The name of the company was changed
     from Nirvana Music Private Limited to Nimbus Home Entertainment Private Limited on August 30, 2007.

     Its main object is to undertake the business of audio, video and multimedia transmissions on radio channels and other
     channels on the internet, setting up broadcasting stations and broadcast through cable, wireless and satellite and to
     deal in cinematographic films and other visual media for viewing through the internet, physical delivery, mobile
     phones and other transmission devices and to deal in entertainment related products of all kinds in relation to films,
     sports, concerts and events.

     Registered office

     Nimbus Centre, Oberoi Complex, Andheri (West), Mumbai 400 053, India.

     Board of directors

     The board of directors of Nimbus Home as comprises:

     1.   Mr. Harish Kanayalal Thawani;
     2.   Ms. Shobha Harish Thawani; and
     3.   Dr. Akash Chandra Khurana.

     Capital structure

     The capital structure of Nimbus Home is as follows:

     Particulars                                                                                  Aggregate nominal value
                                                                                                      (In Rs. million)
     A. Authorised capital
     50,000 equity shares of Rs.10 each                                                                    0.5
     B. Issued, subscribed and paid-up capital
     50,000 equity shares of Rs.10 each                                                                    0.5

     Shareholding pattern

     The shareholding pattern of Nimbus Home was as follows:

                                                                                                    % of issued capital
                   Name of the shareholder                   Number of equity shares
      Nimbus Communications Limited                                   49,895                               99.80
      Mr. Harish Kanayalal Thawani*                                    100                                 0.20
      Dr. Akash Chandra Khurana*                                        1                                  0.002
      Mr. Sunil Manocha*                                                1                                  0.002
                                                                103
                                                                                                      % of issued capital
                    Name of the shareholder                    Number of equity shares
      Mr. Sanjay Sharma*                                                 1                                   0.002
      Mr. James Rego*                                                    1                                   0.002
      Mr. Raju Jayaram Udupa*                                            1                                   0.002
      Total                                                            50,000                                100.0
           * Nominee of Nimbus Communications Limited


     Nimbus Home is an unlisted company. It has not made any public or rights issue in the preceding three years. Nimbus
     Home is not a sick company within the meaning of SICA. It is not subject to a winding-up order or petition.

2.   Nimbus Motion Pictures (AP) Private Limited

     Nimbus Motion Pictures (AP) Private Limited (“Nimbus Motion”) was incorporated on October 30, 2002 under the
     Companies Act. Its main object is to carry on the business of motion pictures, audio, video, internet and multimedia
     including management, production, distribution, transmission, marketing, event and celebrity management,
     merchandising of stars and celebrity memorabilia, acquisition of cinematographic films, motion pictures, teleserials,
     documentaries and tele-dramas.

     Registered office

     Plot No. A35, Road No.6, Jubilee Hills, Hyderabad – 500 033.

     Board of directors

     The board of directors of Nimbus Motion as comprises:

      1.    Mr. Harish Kanayalal Thawani;
      2.    Ms. Shobha Harish Thawani; and
      3.    Dr. Akash Chandra Khurana.

      Capital structure

      The capital structure of Nimbus Motion is as follows:

     Particulars                                                                                   Aggregate nominal value
                                                                                                       (In Rs. million)
     A. Authorised capital
     50,000 equity shares of Rs.10/-each                                                                    0.5
     B. Issued, subscribed and paid-up capital
     50,000 equity shares of Rs.10/-each fully paid-up                                                      0.5

      Shareholding pattern

      The shareholding pattern of Nimbus Motion was:

                      Name of the shareholder                            Number of equity shares          % of issued capital
      Nimbus Communications Limited                                             49,900                           99.80
      Mr. Harish Kanayalal Thawani (nominee              of   Nimbus              100                            0.20
      Communications Limited)
      Total                                                                       50,000                          100.00

     Nimbus Motion is an unlisted company. It has not made any public or rights issue in the preceding three years.
     Nimbus Motion is not a sick company within the meaning of SICA. It is not subject to a winding-up order or petition.

3.   Nirvana Television Limited

     Nirvana Television Limited (“Nirvana Television”) was incorporated on October 27, 1997 as ‘Nimbus Broadcast
     Private Limited’. With effect from September 24, 1998, the name of the company was changed to ‘Nimbus Online
     Private Ltd.’. With effect from January 10, 2000 it became a deemed public company under Section 43A of the
     Companies Act, consequent to which the word ‘Private’ was deleted from its name, to become ‘Nimbus Online
     Limited’. With effect from September 26, 2003, the company’s name was changed to ‘Nirvana Television Limited’.


                                                                 104
Its main object is producing, distributing, broadcasting and narrow casting television and radio programmes, motion
pictures and multimedia products; to offer satellite uplinking and downlinking services; to offer broadcasting
channels and own; and operate television stations, radio stations and other broadcasting equipment.

Registered office

Nimbus Centre, Oberoi Complex, Andheri (West), Mumbai – 400 053.

Board of directors

The board of directors of Nirvana Television comprises:

1.   Mr. Harish Kanayalal Thawani;
2.   Ms. Shobha Harish Thawani; and
3.   Dr. Akash Chandra Khurana.

Capital structure

The capital structure of Nirvana Television is as follows:

Particulars                                                                            Aggregate nominal value
                                                                                           (In Rs. million)
A. Authorised capital
10,000,000 equity shares of Rs.10 each                                                          100.00
B. Issued, subscribed and paid-up capital
4,400,000 equity shares of Rs 10 each, fully paid-up                                            44.00


Shareholding pattern

The shareholding pattern of Nirvana Television is as follows:

 Name of the shareholder                                     No. of equity shares     Percentage of total equity
                                                                                              holding
 Nimbus Communications Limited                                     4,399,400                    99.988
 Dr. Akash Chandra Khurana*                                           100                        0.002
 Mr. Sunil Manocha*                                                   100                        0.002
 Ms. Sunita Alphanso*                                                 100                        0.002
 Mr. James Rego*                                                      100                        0.002
 Mr. Harish Kanayalal Thawani*                                        100                        0.002
 Ms. Shobha Thawani*                                                  100                        0.002
 Total                                                             44,00,000                    100.00
* Nominee of Nimbus Communications Limited


Nirvana Television is an unlisted company. It has not made any public or rights issue in the preceding three years.
Nimbus Television is not a sick company within the meaning of SICA. It is not subject to a winding-up order or
petition.

Details of the foreign Subsidiaries

1.   Nimbus Communications Limited BVI

Nimbus Communications Limited BVI was incorporated on October 7, 2004 in the British Virgin Islands under the
International Business Companies Act, Cap. 291 and was re-registered under the BVI Business Companies Act, 2004
in the British Virgin Islands as a BVI Business Company on January 1, 2007. Its object is to engage in any act or
activity that is not prohibited under the law for the time being in force in the British Virgin Islands.

Registered office

Mill Mall, Suite 6, Wickhams Cay 1, P O Box 3085, Road Town, Tortola, British Virgin Islands.

Board of directors

The board of directors of Nimbus Communications Limited BVI comprises:
                                                             105
  1.        Mr. Harish Kanayalal Thawani; and
  2.        Mr. Darshan Shantanu Desai.

  Capital structure

  The capital structure of Nimbus Communications Limited BVI is as follows:

   Particulars                                                                              Aggregate nominal value
                                                                                                   (In USD)
   A. Authorised capital
   50,000 equity shares of Rs. USD 1.00 per equity share                                            50,000
   B. Issued, subscribed and paid-up capital
   1,000 equity shares of Rs. USD 1.00 per equity share                                             1,000

  Shareholding pattern

  The shareholding pattern of Nimbus Communications Limited BVI was as follows:

   Name of the shareholder                                        Number of equity shares          % of issued capital
   Nimbus Communications Limited                                          1,000                          100.00
   Total                                                                  1,000                          100.00

  Nimbus Communications Limited BVI is an unlisted company and it has not made any public or rights issue in the
  preceding three years. Since it is a foreign-incorporated company, Nimbus Communications Limited BVI does not
  come within the jurisdiction of SICA. It is not subject to a winding-up order or petition.

2. Nimbus Communications Worldwide Limited

  Nimbus Communications Worldwide Limited was incorporated on September 6, 2000 under the laws of Republic of
  Mauritius. Its main object is to carry on business as an investment holding company to acquire
  telecasting/broadcasting/media rights of various cricket matches.

  Registered office

  C/o International Management (Mauritius) Limited, Les Cascades Building, Edith Cavell Street, Port Louis, Republic
  of Mauritius.

  Board of directors

  The board of directors of Nimbus Communications Worldwide Limited comprises:

  1.        Mr. Harish Kanayalal Thawani;
  2.        Dr. Akash Chandra Khurana;
  3.        Mr. Ashraf Ramtoola; and
  4.        Ms. Rooksana Shahabally.

  Capital structure

  The capital structure of Nimbus Communications Worldwide Limited is as follows:

   Particulars                                                                              Aggregate nominal value
                                                                                                (In USD million)
   A. Authorised capital
   2,000,000 ordinary shares of USD 1 each                                                           2.00
   B. Issued, subscribed and paid-up capital
   1,500,000 ordinary shares of USD 1 each                                                           1.50

  Shareholding pattern

  The shareholding pattern of Nimbus Communications Worldwide Limited is as follows:


                                                           106
 Name of the shareholder                                   Number of equity shares               % of issued capital
 Nimbus Communications Limited                                  1,500,000                              100.00
 Total                                                          1,500,000                              100.00

Nimbus Communications Worldwide Limited is an unlisted company and it has not made any public or rights issue in
the preceding three years. Since it is a foreign-incorporated company, Nimbus Communications Worldwide Limited
does not come within the jurisdiction of SICA. It is not subject to a winding-up order or petition.

3.   Nimbus Media Pte. Limited

Nimbus Media Pte. Limited was incorporated on September 15, 2004 under the laws of Republic of Singapore. Its
main objects are television programme production and wholesale trading.

Registered office

10 Anson Road, #24-16A, International Plaza, Singapore 079 903.

Board of directors

The board of directors of Nimbus Media Pte. Limited comprises:

1.       Mr. Kunwar Digvijay Singh; and
2.       Mr. Harish K. Thawani.

Capital structure

The capital structure of Nimbus Media Pte. Limited is as follows:

Particulars                                                                               Aggregate nominal value
                                                                                                 (In SGD)
Issued, subscribed and paid-up capital
1,000 equity shares of SGD 1 each                                                                     1,000

Shareholding pattern

The shareholding pattern of Nimbus Media Pte. Limited is as follows:

                                                                                                          % of issued
 Name of the shareholder                                               Number of equity shares             capital
 Nimbus Communications Limited                                                 1,000                        100.0
 Total                                                                         1,000                        100.0

Nimbus Media Pte. Limited is an unlisted company and it has not made any public or rights issue in the preceding
three years. Since it is a foreign-incorporated company, Nimbus Media Pte. Limited does not come within the
jurisdiction of SICA. It is not subject to a winding-up order or petition.

4.   Nimbus Sport International Pte. Ltd

Nimbus Sport International Pte. Ltd. was incorporated on March 21, 2000 as “Rebeiro Pte. Ltd.” under the laws of
Republic of Singapore. Its name was changed to “WSG Nimbus Pte. Ltd.” in September 2000; to “World Sport
Nimbus Pte. Ltd.” in December, 2001 and to its present name, “Nimbus Sport International Pte. Ltd.” in July 2005. It
was established with the main object of engaging in the business of television programme production and whole sale
trading.

Registered office

10 Anson Road, #24-16A, International Plaza, Singapore 079 903.

Board of directors

The board of directors of Nimbus Sport International Pte. Ltd. comprises:

                                                        107
1.    Mr. Harish K. Thawani;
2.    Mr. Richard Dorfman;
3.    Mr. Darshan Shantanu Desai; and
4.    Mr. Kunwar Digvijay Singh.

 Capital structure

 The capital structure of Nimbus Sport International Pte. Ltd. as on is as follows:

 Particulars                                                                                   Aggregate nominal value
                                                                                                      (In SGD)
 Issued, subscribed and paid-up capital
 300,300 equity shares of 1SGD each                                                                   300,300

 Shareholding pattern

 The shareholding pattern of Nimbus Sport International Pte. Ltd. was as follows:

     Name of the Shareholder                                       Number of equity shares           % of issued capital
     Nimbus Communications Worldwide Limited.                            150,150                              50
     Nimbus Communications Limited (BVI )                                150,150                              50
     Total                                                               300,300                             100

 Nimbus Sport International Pte. Ltd. is an unlisted company. It has not made any public or rights issue in the
 preceding three years. Since it is a foreign-incorporated company, Nimbus Sport International Pte. Ltd. is not subject
 to SICA. Further, it is not subject to a winding-up order or petition.

 Shareholders Agreements and Other Material Contracts

 1.     Shareholders’ agreement dated September 18, 2002 between our Company, Transatlantic Corporation
        Limited (“TCL”), Mr. Harish Kanayalal Thawani, Ms. Shobha Thawani and Paramount (then known as
        ‘Nimbus Creative Corporation Limited’).

        On September 18, 2002, TCL entered into a shareholders’ agreement with our Company and Mr. Harish
        Kanayalal Thawani pursuant to acquiring 4,285,714 Equity Shares of our Company. TCL under the aforesaid
        agreement acquired certain rights including the right to nominate one director on the Board of our Company and
        also certain veto rights, as long as TCL holds at least 7.5% of the issued, subscribed and paid up share capital of
        our Company, against any alteration in shareholder rights; or merger; or change of control; or consolidation with
        any other entity (excepting a merger with a listed company); or change in our Company’s auditors.

 2.     Addendum shareholders’ agreement dated February 28, 2005 between our Company, Americorp
        Ventures Limited (“AVL”), Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and Paramount
        (then known as ‘Nimbus Creative Corporation Limited’) and Transatlantic Corporation Limited
        (“TCL”).

        On February 28, 2005, AVL entered into an agreement with our Company, Mr. Harish Kanayalal Thawani, Ms.
        Shobha Harish Thawani and Paramount and TCL pursuant to AVL acquiring 4,285,714 Equity Shares of our
        Company from TCL to assume certain shareholder rights from TCL as provided to TCL under the shareholders’
        agreement dated September 18, 2002 between the Company, TCL, Mr. Harish Kanayalal Thawani, Ms. Shobha
        Thawani and Paramount (then known as ‘Nimbus Creative Corporation Limited’). These shareholder rights
        include the right to nominate one director on the Board of our Company until AVL holds 7.5% of the paid up and
        subscribed equity capital of our Company. This agreement also gives AVL veto rights, as long as it holds at least
        7.5% of the issued, subscribed and paid up share capital of our Company, against any alteration in shareholder
        rights; or merger; or change of control; or consolidation with any other entity (excepting a merger with a listed
        company); or change in our Company’s auditors.

        Our Company has entered into a termination agreement dated March 29, 2010 for the termination of aforesaid
        agreement. Accordingly all rights of AVL under the shareholders agreement, except the right to nominate a
        director on the Board, now stands cancelled. The rights under the said addendum agreement dated February 28,
        2005 shall be re-instated in case the initial public offer does not take place before December 31, 2010.

 3.     Share subscription and shareholders’ agreement dated August 4, 2005 between 3i Sports Media
        (Mauritius) Limited (then known as 3i (Mauritius) Investments 2 Technology Limited) (“3i”), our

                                                             108
      Company, Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and Paramount (then known as
      “Nimbus Creative Corporation Limited”).

      On August 4, 2005, 3i entered into a share subscription and shareholders’ agreement with our Company, Mr.
      Harish Kanayalal Thawani, Ms. Shobha Harish Thawani and Paramount for subscription to 24,389,888 Equity
      Shares of our Company at a price of Rs. 80.85 per Equity Share. Under this agreement, so long as 3i holds atleast
      20% of the issued share capital of our Company, it has the right to nominate two directors to the Board of our
      Company.

      This agreement was later superceded by the restated and amended subscription and shareholders agreement
      between our Company, Mr. Harish Kanayalal Thawani, Ms. Shobha Harish Thawani, Paramount, Funderburk, 3i
      and CSI dated March 6, 2009 whereby save certain clauses all other provisions of the agreement were
      terminated.

4.    The Restated and Amended Subscription and Shareholders’ Agreement between our Company, Mr.
      Harish Kanayalal Thawani, Ms. Shobha Harish Thawani, Paramount, Funderburk Enterprises Limited,
      3i Sports Media (Mauritius) Limited and CSI BD (Mauritius) dated March 6, 2009 (“Restated
      Agreement”) and Supplemental Restated and Amended Subscription and Shareholders (“Supplemental
      Agreement”) dated May 22, 2009.

      The Restated Agreement supersedes the earlier subscription and shareholders agreement between our Company,
      Harish Kanayalal Thawani, Shobha Harish Thawani, Paramount, Funderburk Enterprises Limited, 3i Sports
      Media (Mauritius) Limited and CSI BD (Mauritius) dated January 18, 2007 whereunder Funderburk Enterprises
      Limited, 3i Sports Media (Mauritius) Limited and CSI BD (Mauritius) (collectively referred to as “Investors”)
      had subscribed to Equity Shares and CCDs for an aggregate value of Rs. 5,520,081,838.

      Funderburk Enterprises Limited and 3i Sports Media (Mauritius) Limited further subscribed to the CCPS under
      the Restated Agreement. Thereafter, CSI BD (Mauritius) later invested into CCPS through the Supplemental
      Agreement. The details of the aforementioned investment by the Investors are given below:

                                                                                                      Minimum no. of
                                  No of Equity                                                       Equity Shares to be
             Investor                                    No. of CCPS             No. of CCDs
                                    Shares*                                                            allotted on ‘as
                                                                                                     converted basis’**
      Funderburk Enterprises                                 1,340,318
                                         88,540                                     17,530,979             11,975,016
              Limited
                 3i                      29,513               817,370               5,843,660              3,991,673
                CSI                      23,610               338,620               4,674,928              3,193,281
       Mr. Harish Kanayalal
                                            -                 217,965                    -                      -
              Thawani
               Total                    141,663              2,714,273              28,049,567             19,159,970
      * 283,329 equity shares of Rs. 5 each were allotted.
      **For information on the actual number of Equity Shares allotted post conversion of CCPS and CCDs,   see section titled
      “Capital Structure” on page 23 of this Draft Red Herring Prospectus.

     Some of the important rights and obligations under the Restated Agreement and the Supplemental Agreement are
     as follows:

     1.   As long as Funderburk holds more than 20% on an “as converted basis” of the total Equity Shares of our
          Company, Funderburk has the right, to nominate two directors on Board and one nominee director in case
          Funderburk holds less than 20% but atleast 5% on an “as converted basis”.
     2.   As long as 3i holds more than 20% on an “as converted basis” of the total Equity Shares of our Company, 3i
          has the right, to nominate two directors on Board and one nominee director in case 3i holds less than 20%
          but atleast 5% on an “as converted basis”.
     3.   As long as CSI holds atleast 4.5% on an “as converted basis” of the total Equity Shares of our Company (but
          less than 20%), CSI has the right, to nominate one director on Board.
     4.   Americorp shall have the right to appoint one director as long as it holds at least 5% of the paid-up equity
          share capital of our Company.
     5.   Any party transferring shares has to give a right of first offer to the other continuing parties.
     6.   In the event the Promoters transfer more than 2% of the total share capital of our Company per calendar year
          and not more than 4.975% of the total share capital of our Company in the aggregate, the investors will have
          a tag along right.
     7.   In the event that parties holding more than 20% of the ownership in our Company (on an “as converted”
          basis) propose to transfer shares all the other parties shall be required to sell their shares in such a
                                                           109
          transaction.
     8.   Further, the Investors also have veto rights in certain matters. Also the investor nominee directors shall have
          veto right in certain matters.
     9.   The aforesaid Restated Agreement automatically terminates upon the occurrence of an IPO.

      The Company has entered into a termination agreement dated March 31, 2010 for the termination of aforesaid
      Restated Agreement and the Supplemental Agreement. Accordingly all rights of the Investors under the Restated
      Agreement and the Supplemental Agreement, except the right to nominate director(s) on the Board of our
      Company, now stands suspended till listing of our Company’s Equity Shares and all the rights under the Restated
      Agreement and the Supplemental Agreement other than the aforesaid rights terminate once the Equity Shares are
      listed. According to the termination agreement, the rights under the said Restated Agreement and the
      Supplemental Agreement shall be re-instated in case the initial public offer does not take place before September
      30, 2010.

      This period for re-instatement of the rights under the said Restated Agreement and the Supplemental Agreement
      was further extended to March 31, 2011 by entering into an amendment termination agreement dated September
      29, 2010. Accordingly the rights under the said Restated Agreement and the Supplemental Agreement would be
      re-instated in case the initial public offer does not take place before March 31, 2011.

5.    Loan Note Subscription Agreement dated January 11, 2010 (“Loan Note Agreement”) entered into
      between Nimbus Communications Worldwide Limited, Funderburk and 3i.

      Nimbus Communications Worldwide Limited has issued Loan Notes for USD 50 Million to Funderburk and 3i,
      for the purpose of making payment of advance consideration to our Company for the acquisition of international
      media rights under the current BCCI Agreement. Under the Loan Note Agreement, Funderburk Enterprises
      Limited and 3i Sports Media (Mauritius) Ltd have a right to appoint majority of the directors of the board of
      Nimbus Communications Worldwide Limited.

      The interest payable under the Loan Note Agreement is at the rate of 20% per annum and a default interest of
      30% per annum is applicable. As required under the Loan Note Agreement, our Company has provided a
      corporate guarantee to Funderburk Enterprises Limited and 3i in respect of loan taken by Nimbus
      Communications Worldwide Limited for USD 75 million.

      The initial tenure of the aforesaid Loan Notes was July 15, 2010 which was further extended upto December 31,
      2010 by Funderburk Enterprises Limited and 3i Sports Media (Mauritius) Ltd vide Amendment Agreement dated
      September 25, 2010. In furtherance to the same, the corporate guarantee provided by our Company in favour of
      Nimbus Communications Worldwide Limited was also extended upto December 31, 2010.

6.    Ancillary agreement dated January 11, 2010 between our Company, Harish Kanayalal Thawani, Shobha
      Thawani, Paramount, Funderburk Enterprises Limited and 3i Sports Media (Mauritius) Limited.

      Our Company entered into an ancillary agreement on January 11, 2010 with our Promoters, Funderburk and 3i
      for subscription to loan notes in Nimbus Communications Worldwide Limited.

      The parties under the ancillary agreement agree that at any time after June 30, 2010, if both of Funderburk
      Enterprises Limited and 3i jointly propose to transfer all the securities held by them in our Company to a third
      party, then Funderburk and 3i may require Harish Kanayalal Thawani, Shobha Thawani and Paramount
      (“Founders”) to transfer upto all the securities of our Company held by the Founders (including without
      limitation, upto all the Equity Shares and CCPS of our Company held by the Founders) to the purchaser on the
      same terms and conditions as Funderburk Enterprises Limited and 3i.

      The parties also agreed that within 30 days from the date of the ancillary agreement, our Company shall offer the
      other shareholders of the Company (i.e., other than 3i and Funderburk), the right to participate, pro rata to their
      shareholding in our Company (on a fully diluted and as converted basis), in the loan provided to Nimbus
      Communications Worldwide Limited by way of issuance of loan note to 3i and Funderburk under the terms of
      the Loan Note Subscription Agreement dated January 11, 2010 (the “Loan Note Subscription Agreement”). If
      any shareholder chooses to so participate within the aforesaid period of 30 days, then the loan provided by such
      shareholder shall be used to return to 3i and Funderburk, an equal amount of the debt outstanding to them under
      the terms of the Loan Note Subscription Agreement. To the extent that any shareholder of the Company provides
      such loan, such shareholder shall be entitled to the right to participate in any secondary offering forming part of
      the IPO.



                                                           110
     In the event that our Company makes an IPO, then our Company shall use their endeavors to ensure that each of
     the shareholders (other than the Founders) who participates in the loan provided under the Loan Note
     Subscription Agreement (“Participating Shareholders”) shall be entitled to sell their shareholding in our
     Company in such public offer through an offer for sale, provided that such offer for sale shall not be lower than
     an aggregate amount of Rs. 3,000,000,000 and the Participating Shareholders shall be entitled to a prior right
     over the Founders and any other shareholders of our Company in offering their shares for sale in such IPO. Inter
     se such shareholders, their right to participate in the offer for sale shall be proportionate to their shareholding in
     our Company (on an as converted basis).

     The ancillary agreement shall supersede the provisions of the Restated and Amended Subscription and
     Shareholders’ Agreement dated March 6, 2009 between our Company, Harish Kanayalal Thawani, Shobha
     Harish Thawani, Paramount, Funderburk, 3i and CSI.

     The Company has entered into a termination agreement dated March 31, 2010 for the termination/suspension of
     aforesaid ancillary agreement. Accordingly all rights of Funderburk and 3i under the ancillary agreement except
     clause 6 of the ancillary agreement with respect to the alteration of the terms of the MOU entered between the
     Company and Nimbus Communications Worldwide Limited now stands suspended till the listing of our Equity
     Shares and the all the rights shall terminate on listing of our Equity Shares. The rights under the said Ancillary
     Agreement shall be re-instated in case the initial public offer does not take place before September 30, 2010.

     This period for re-instatement of the rights under the said Ancillary Agreement was further extended to March
     31, 2011 by entering into an amendment termination agreement dated September 29, 2010. Accordingly the
     rights under the said Restated Agreement and the Supplemental Agreement shall be re-instated in case the initial
     public offer does not take place before March 31, 2011.

7.   Subscription and shareholders’ agreement between Neo Sports Broadcast, Harish Kanayalal Thawani,
     Shobha Thawani, Paramount, Funderburk Enterprises Limited (“Funderburk”), Zenith Sports Private
     Limited and our Company dated April 14, 2009 (“Investment Agreement”).

     Pursuant to the Investment Agreement, Funderburk invested an aggregate amount of Rs.633.68million towards
     subscription to the compulsorily convertible preference shares (“Neo CCPS”) and equity shares of Neo Sports
     Broadcast.

     The details of investment by Funderburk as per the Investment Agreement are as follows:
                                                                                          Aggregate percentage
                                          Number of                  Amounts
         Type of security                                                                  shareholding on as
                                           security*             (Rs. in million)
                                                                                             converted basis
          Neo CCPS                            342,998                 627.34
                                                                                                  10.35%
          Equity Shares                        3,465                   6.34
             Total                                                     633.68

     *For information on the actual number of Neo CCPS issued and allotted, see section titled “Promoter and Group
     Companies” on page 128 of this Draft Red Herring Prospectus.

     The Neo CCPS shall be convertible into equity shares in full but not in part such that Funderburk shall, upon
     conversion of the Neo CCPS, hold the following equity shares in the paid-up share capital of Neo Broadcast on
     an “as converted basis” subject however to adjustments as stated in the Investment Agreement.

                                                           Number of converted chares (not including the
               Entity
                                                           Subscription Shares)

               Funderburk                                                           342,998.00

     The Neo CCPS shall be converted into at least such number of equity shares (and in any event not less than (i)
     the minimum shareholding provided in the table above or (ii) (if applicable) the adjusted minimum shareholding
     in case of dilution) so that the Funderburk shall achieve the Neo CCPS minimum return. Neo CCPS conversion
     will occur upon any of the following four events, subject conditions therein:

     -   In the event of an IPO;
     -   In the event of a sale of Neo Sports Broadcast;
     -   Any time after December 31, 2011 till December 31, 2019; and
     -   On December 31, 2019.

                                                           111
      Neo CCPS minimum return shall mean a minimum annual compound internal rate of return of 30% on the
      investment amount of the investor. For the purposes of calculating the Neo CCPS minimum return, the dividends
      (net of all at source tax including dividend tax), if any, received by the investor, as the case may be, on its
      holding of Neo CCPS shall be included.
     Some of the important provisions of the agreement are as follows:

      •   The equity shares shall carry voting rights equivalent to the voting rights that would have been available to
          Funderburk on its minimum shareholding (i.e. on as converted basis) subject to adjustment of in case of
          dilution.

      •   Prior to the conversion of the Neo CCPS, if Neo Sports Broadcast declares any dividend or distributes
          profits or issues bonus shares to the holders of equity shares, Neo CCPS shall carry the right to receive
          dividends or distribution of profits or bonus shares as if Funderburk held the Neo CCPS on an “as converted
          basis”.

      •   If Funderburk holds more than 10% on an “as converted basis” of the total equity shares, Funderburk shall
          have the right to appoint one director on board. As long as Zenith holds atleast 51% on an “as converted
          basis” of the total equity shares they shall have the right to appoint four directors on board.

      •   As long as Funderburk holds at least 10% of the capital of Neo Sports Broadcast on “as converted” basis
          neither Neo Sports Broadcast nor the shareholders can approve or otherwise ratify certain actions, deeds,
          matters or things without the prior written consent of Funderburk.

      •   Funderburk to give a right of first offer to Zenith in the event that Funderburk proposes to transfer securities
          held by it in Neo Sports Broadcast.

      •   Funderburk has the right to tag along in the following cases in the event that Harish Kanayalal Thawani,
          Shobha Harish Thawani, Paramount, Zenith and our Company are proposing to transfer more than 5% of the
          securities held by them in Neo Sports Broadcast, Funderburk shall have the right to require the purchaser to
          purchase from Funderburk such number of security then held by Funderburk as bears proportion to the ratio
          of shareholding between Funderburk and the selling parties, for the same consideration per security and
          upon the same terms and conditions as to be paid to and given to the selling parties. In addition Funderburk
          shall have the right to approve the transferee (such approval not to be unreasonably withheld).

      •   Prior to a liquidity event, in the event that parties holding more than 20% of the ownership in Neo Sports
          Broadcast (on an “as converted” basis) accept an offer to sell all of their securities to a third party, with such
          sale being conditional upon the sale of all of the securities in our Company to such third party, all the other
          parties shall be required to sell their shares in such a transaction on the same terms and conditions, provided
          the sale price provided to Funderburk is able to obtain at least the minimum return on the Neo CCPS and for
          this purpose the Neo CCPS shall be converted into equity shares in such manner and in such proportion so
          that the Neo CCPS minimum return is met. Provided however that the drag right of the parties shall expire
          on December 31, 2011.

      •   Investment Agreement to terminate on Funderburk ceasing to hold any securities in Neo Sports Broadcast or
          in the event that Neo Sports Broadcast goes for an IPO.

8.    Put option agreement between Funderburk Enterprises Limited (“Investor”) and our Company dated
      April 14, 2009 (“Agreement”)

      In consideration of the subscription by the Investor of the CCPS and the equity shares (collectively referred to as
      the “Investor Securities”) in Neo Sports Broadcast, our Company has granted to the Investor the option to sell all
      or any of the Investor Securities to our Company in one tranche in accordance with the provisions of this
      Agreement (“Put Option”). The Investor may at any time after the date of this Agreement, deliver to our
      Company a Put Option Notice in respect of all or any of the Investor Securities. The Investor shall be entitled to
      exercise this Put Option only once.

      The price payable per Investor Security by our Company on exercise of the Put Option (“Put Option Exercise
      Price”) shall be as follows: for the originally issued Investor Securities, a price which gives the Investor a return
      of 30% per annum on the subscription price for such securities and for any shares received on conversion the fair
      market value of such shares. Our Company is obliged to pay to the Investor, the Put Option Exercise Price in
      Indian Rupees by 6.00 p.m. on the put settlement date.


                                                            112
     Our Company is required to make the registrations, obtain all authorizations and comply with other applicable
     requirements of law for the purpose of completing the transaction contemplated under this Agreement.

     Our Company is obligated to pay liquidated damages for breach of the provisions of this Agreement. Our
     Company also waives any objection for any suit for specific performance brought forth by the Investor.

     All payments to be made by our Company under this Agreement shall be calculated and be made without (and
     free and clear of any deduction for) set-off or counter claim.

     Each party agrees to indemnify the other party to the fullest extent permissible under law from and against any
     losses, claims, damages, liabilities arising out of the breach of the indemnifying party’s representations,
     warranties and covenants under this Agreement.

     The aforesaid Put Option was exercisable in the event of our Company undertaking an IPO. The Investor vide
     letter date September 22, 2010 has conveyed to our Company its decision not to exercise the Put Option.

9.   Further Subscription Agreement between our Company, Harish Kanayalal Thawani, Shobha Harish
     Thawani, Paramount and Funderburk Enterprises Limited (“Investor”) dated April 14, 2009.

     The Investor agrees to invest the subscription amount in our Company based on an equity valuation of our
     Company. The subscription amount shall mean the ‘put option exercise price’ as determined by our Company
     and the Investor under a separate put option agreement dated April 14, 2009. The Equity Shares allotted to the
     Investor shall carry the right to receive proportionately the dividends and other distributions declared in respect
     of the equity share capital of our Company.

     Put option exercise price shall mean the total required amount (“Total Required Amount”) (calculated as of the
     Put Settlement Date) divided by the aggregate of equity shares and CCPS subscribed to by the Investor in Neo
     Sports Broadcast. “Total Required Amount” means the aggregate of the amount invested in Neo Sports
     Broadcast by the Investor and the amounts that gives the Investor a rate of return of 30% (thirty percent) per
     annum on the investment amount as on the put settlement date.

     The put option agreement dated April 14, 2009 is to terminate on the on the earlier of the following:
     (i) The receipt of the put option exercise price by the investor upon exercise of the put option;
     (ii) The occurrence of a liquidity event of Neo Sports; or
     (iii) The occurrence of a liquidity event of our Company (which includes an IPO).

10. Agreement dated March 27, 2006 between our Company, Paramount and Zenith Sports Private Limited
    for conduct of broadcasting business through Nimbus Sports Broadcast Private Limited (now known as
    ’Neo Sports Broadcast Private Limited’) (“Zenith Agreement”).

     Our Company, Paramount and Zenith entered into an agreement dated March 27, 2006 for the purposes of
     engaging in the business of sports television broadcasting in India through Zenith’s subsidiary, Neo Sports
     Broadcast. Our Company agreed to license its Indian television and Indian internet broadband rights acquired
     from BCCI for the period March 2006 to March 2010 to Neo Sports Broadcast.

     It was also agreed that, after one year from the date of the agreement, our Company shall have the right to call
     the entire 51% shareholding of Paramount in Zenith at a price to be mutually agreed, subject to a minimum
     assured return to Paramount on the capital invested in Zenith at a rate of 11% per annum.

     The parties further agreed that our Company shall hold 49% of the equity shareholding in Zenith and that
     Paramount shall hold 51%.

11. Subscription agreement entered into between our Company, Promoters and Brand Equity Treaties Ltd.
    (“BETL”) dated March 9, 2010.

     Our Company entered into a subscription agreement with BETL by virtue of which BETL subscribed to 268,934
     Equity Shares, at a price per share of Rs.446.20 (Rupees four hundred and forty six and paise twenty only) per
     Equity Share (the “Subscription Price”), aggregating to Rs.119.99 million ..

     •   Information Rights: BETL has the right to receive the following financial information : (i) audited financials
         (ii) unaudited quarterly profit and loss account statements of our Company (iii) all details pertaining to the
         shareholding structure of the Company as on 31st of March every year, (iv) any clarification pertaining to the
         aforesaid as may be reasonably requested

                                                          113
    •   Sale to a competitor: BETL cannot sell the Equity Shares to a competitor knowingly.

    •   Right of First Refusal: Right of first refusal by BETL in favour of the Promoters in the event BETL desires
        to sell its securities.

    •   Lock-in: Equity Shares issued are subject to lock in till December 31, 2010 or till required under the SEBI
        ICDR Regulations.

    •   Termination Clause: This agreement terminates upon our Company completing an initial public offering.

12. Subscription agreement entered into between Neo Sports Broadcast, Promoters and Bennett Coleman &
    Co. Ltd (“BCCL”) dated March 8, 2010.

    BCCL subscribed to two equity shares, for an aggregate consideration of Rs. 11,351 and five warrants, for a
    consideration of Rs. 1.33 million per warrant aggregating to Rs.6.66 million. The warrants are convertible into at
    least 11,752 shares of Neo Sports Broadcast upon payment of warrant exercise price.

    •   Warrant terms:

        o    Warrants issued are convertible into equity shares at any time within five years of them being issues
             upon payment of warrant exercise price.

        o    Warrant exercise price subject to adjustments in the event certain corporate actions are committed.

        o    Securities allotted are subject to lock-in for a period of three years with one third of the securities being
             release every year.

    •   Sale to a competitor: BCCL cannot sell to a competitor knowingly.

    •   Right of first refusal: Right of first refusal by BCCL in favour of the promoters in the event BCCL desires to
        sell its securities

    •   Financial information: BCCL has the right to receive the following financial information : (i) audited
        financials (ii) unaudited quarterly profit and loss account statements of the Neo Sports Broadcast (iii) all
        details pertaining to the shareholding structure of the Neo Sports Broadcast as on 31st of March every year,
        (iv) Any clarification pertaining to the aforesaid as may be reasonably requested.

    •   Other rights: The rights granted to the BCCL are as follows:

        o    Put option right granted to BCCL by the promoters in the event BCCL is not provided with an exit
             opportunity within five years (defined to mean any opportunity provided by the Neo Sports Broadcast
             and/or the promoter to BCCL to exit from the Neo Sports Broadcast viz. listing of the shares of the Neo
             Sports Broadcast on stock exchanges or merger with a listed Neo Sports Broadcast or trade sale at a
             price per share being not less than the subscription price). The put option price is the subscription price
             and a return of 18% per annum.

    Termination Clause: This agreement terminates upon the Neo Sports Broadcast completing an initial public offer
    which as per the provisions of the agreement BCCL is required to complete within a period of five years from the
    date of the agreement.

Except as disclosed in this Draft Red Herring Prospectus, there is no material agreements, apart from those entered
into in the ordinary course of business carried on or intended to be carried on by us and there are no material
agreements entered into more than two years before the date of this Draft Red Herring Prospectus.

Collaborations

Our Company has not entered into any collaboration with any third party as per Regulation (VIII) (B) (1) (c) of Part
A, Schedule VIII of the SEBI ICDR Regulations.




                                                          114
Strategic partners

Our Company has not entered into any arrangements with any strategic partners within the meaning of the SEBI
ICDR Regulations.

Financial partners

Apart from our various arrangements with our lenders and bankers, which we undertake in the ordinary course of our
business, our Company does not have any other financial partners within the meaning of the SEBI ICDR Regulations.




                                                       115
                                                      Management

Our Articles of Association require us to have not less than three and not more than 12 Directors. We presently have
eight Directors, of which five are independent Directors and three are non independent Directors.

The following table sets out the current details regarding our Board as on the date of the filing of this Draft Red Herring
Prospectus:

  Name, father’s/ husband’s name,
  designation, DIN, occupation and         Age                   Address                       Other directorships
                term
 Mr. Harish Kanayalal Thawani               51        701, Rendezvous, 120-121,       Public companies:
                                                      Perry Road, Bandra (West),
 S/o Mr. Kanayalal Mohandas                           Mumbai         400   050,       •    Neo Broadcast Limited;
 Thawani                                              Maharashtra, India.             •    Nirvana Television Limited; and
                                                                                      •    Paramount.
 Designation: Executive Chairman and
 whole-time Director                                                                  Private companies:

 DIN: 01082908                                                                        •    Carnival Entertainment Private
                                                                                           Limited;
 Date of appointment: June 30, 1987                                                   •    Neo Sports Broadcast;
                                                                                      •    Nimbus Home Entertainment
 Nationality: Indian                                                                       Private Limited;
                                                                                      •    Nimbus Motion Pictures (AP)
 Term: Non-retiring                                                                        Private Limited; and
                                                                                      •    Zenith Sports Private Limited.
 Occupation: Service
                                                                                      Foreign companies:

                                                                                      •   Neo Broadcast America Inc.;
                                                                                      •   Nimbus Communications Limited,
                                                                                          BVI;
                                                                                      •   Nimbus Communications
                                                                                          Worldwide Limited;
                                                                                      •   Nimbus Media Pte. Limited; and
                                                                                      •   Nimbus Sport International Pte.
                                                                                          Limited.
 Ms. Shobha Harish Thawani                  55        701, Rendezvous, 120, Perry     Public companies:
                                                      Road, Bandra (West) Mumbai
 W/o Mr. Harish Kanayalal Thawani                     400 050, Maharashtra, India.    •    Neo Broadcast Limited;
                                                                                      •    Nirvana Television Limited; and
 Designation: Non-Executive and                                                       •    Paramount.
 Non-Independent
                                                                                      Private companies:
 DIN: 00156100
                                                                                      •    Carnival Entertainment Private
 Date of appointment: June 30, 1987                                                        Limited;
                                                                                      •    Nimbus Home Entertainment
 Nationality: Indian                                                                       Private Limited;
                                                                                      •    Nimbus Motion Pictures (AP)
 Term: Retirement by rotation                                                              Private Limited; and
                                                                                      •    Zenith Sports Private Limited.
 Occupation: Business

 Dr. Akash Chandra Khurana                  57        19, Dunhill, Dr. Ambedkar       Public companies:
                                                      Road, Khar (West), Mumbai -
 S/o Mr. Abnash Khurana                               400 052, Maharashtra, India.    •    Neo Broadcast Limited;
                                                                                      •    Nirvana Television Limited; and
 Designation: Executive Vice                                                          •    Paramount.
 Chairman and whole time Director
                                                                                      Private companies
 DIN: 01220599
                                                                                      •    Carnival Entertainment Private
 Date of appointment: June 5, 2003                                                         Limited;
                                                                                      •    Neo Sports Broadcast;
 Nationality: Indian                                                                  •    Nimbus Home Entertainment
                                                                                           Private Limited;
 Term: Non-Retiring                                                                   •    Nimbus Motion Pictures (AP)

                                                           116
 Name, father’s/ husband’s name,
 designation, DIN, occupation and   Age              Address                       Other directorships
               term
                                                                               Private Limited; and
Occupation: Service                                                        •   Zenith Sports Private Limited.

                                                                           Foreign companies:

                                                                           •   Nimbus Communications
                                                                               Worldwide Limited.


Mr. Supratim Subimal Basu           40    302, Laxmi Gopal Building, 3rd   Public companies:
                                          Floor,    Hatiskar     Marg,
S/o Mr. Subimal Basu                      Prabhadevi, Mumbai, 400 025,     •   Alfa Transformers Limited.
                                          Maharashtra, India.
Designation: Non-Executive and                                             Private companies:
Independent Director
                                                                           •   Frontline Ventures Services
DIN:01910081                                                                   Private Limited; and
                                                                           •   Shriram SEPL Composites Private
Date of appointment: September 6,                                              Limited.
2007

Nationality: Indian

Term : Retirement by rotation

Occupation: Service
Mr. Kishore Manohar Musale          56    601,     Kubelisque,     Dr.     Public Companies:
                                          Ambedkar Road, Palihill,
S/o Mr. Manohar Laxman Musale             Bandra (West), Mumbai – 400      •   Classic Stripes Limited.
                                          050, Maharashtra, India.
Designation: Non Executive and                                             Private companies:
Independent Director
                                                                           •   Astarc Air Ports Private Limited;
DIN: 00144029                                                              •   Astarc Coal Energy Private
                                                                               Limited;
Date of appointment: September 6,                                          •   Astarc Dairy Private Limited;
2007                                                                       •   Astarc Power Private Limited;
                                                                           •   Durabuild Technologies Private
Nationality: Indian                                                            Limited;
                                                                           •   Elder Agro Private Limited;
Term: Retirement by rotation
                                                                           •   Essence Enterprises Private
                                                                               Limited;
Occupation: Business
                                                                           •   Exactus Corporation Private
                                                                               Limited;
                                                                           •   Forma Sports Private Limited;
                                                                           •   Hyper Agro Private Limited;
                                                                           •   Kromo Helmets Private Limited;
                                                                           •   Metagraphs Private Limited;
                                                                           •   Mist Agro Private Limited;
                                                                           •   Musale Enterprises Private
                                                                               Limited;
                                                                           •   Perfect Mining Company Private
                                                                               Limited;
                                                                           •   Protech Sports and Safety Products
                                                                               Private Limited;
                                                                           •   Real Stone House Properties
                                                                               Private Limited;
                                                                           •   Sabre Helmets Private Limited;
                                                                               and
                                                                           •   Selection Agro Private Limited.




                                               117
 Name, father’s/ husband’s name,
 designation, DIN, occupation and   Age             Address                    Other directorships
               term
Mr. Peter Robin Paxton              59    23 Lonsdale Road, Barnes,    Foreign companies:
                                          London, United Kingdom -
S/o Mr. Richard Paxton                    SW13 9JP.                    •   Headlong Theatre Company Ltd;
                                                                       •   The Tourettes Syndrome (UK)
Designation: Non Executive and                                             Association; and
Independent Director                                                   •   YOYO Media Ltd.

DIN: 01874298

Date of appointment: September 6,
2007

Nationality: UK Citizen

Term: Retirement by rotation

Occupation: Service

Mr. Richard Dorfman                 58    10 Evelyn Gardens, London,   Foreign companies:
                                          United Kingdom - SW73BG.
S/o Mr. Jack Dorfman                                                   •   Nimbus Sport International Pte.
                                                                           Limited.
Designation: Non Executive and
Independent Director

DIN: 01787931

Date of appointment: September 6,
2007

Nationality: UK Citizen

Term: Retirement by rotation

Occupation: Service

Mr. Ranjan Kapur                    67    B – 281, Twin Towers, Veer   Public companies:
                                          Savarkar Marg, Prabhadevi,
S/o Late Mr. Mohanlal Kapur               Mumbai      –     400 025,
                                          Maharashtra, India.          •   Abbott India Limited;
Designation: Non Executive and                                         •   Pidilite Industries Limited;
Independent Director                                                   •   MIRC Electronics Limited;
                                                                       •   Hitech Plast Limited; and
DIN: 00035113                                                          •   MIC Electronics Limited.

Date of appointment: September 6,                                      Private companies:
2007

Nationality: Indian                                                    •   Annik Technology Services
                                                                           Private Limited;
Term: Retirement by rotation                                           •   Bates India Private Limited;
                                                                       •   Eon Premedia Private Limited;
Occupation: Service                                                    •   Group M Media India Private
                                                                           Limited;
                                                                       •   Quasar Media Private Limited;
                                                                       •   Ray & Keshavan Design
                                                                           Associates Private Limited;
                                                                       •   Sercon India Private Limited; and
                                                                       •   Tagit (India) Private Limited.

                                                                       Foreign companies:

                                                                       •   Elucido Media Networks.




                                              118
Brief profile of our Directors

Mr. Harish Kanayalal Thawani

Mr. Harish Kanayalal Thawani, aged 51 years, is executive chairman and whole time Director of our Company and
also the promoter of our Company. He has obtained a Bachelor of Arts degree with a major in Economics from KC
College, University of Mumbai. Prior to promoting Nimbus Communications Limited, he was trainee executive with
the advertising agency Lintas India Limited and a supervisor with the advertising agency Chaitra Advertising Private
Limited. Mr. Harish Kanayalal Thawani has over 20 years of experience in the media and entertainment industry. He
has also been an industry spokesperson on several national committees such as the Federation of Indian Chambers of
Commerce and Industry, the Confederation of Indian Industry as member of the Media Entertainment Committee
from time to time, and has been invited to speak at global conferences such as the National Association of Television
Programmes Executive in the USA and the Asian Info Communications Council. For the Fiscal 2010, the gross
remuneration paid by our Company to Mr. Harish Kanayalal Thawani was Rs.6.5 million.

Ms. Shobha Harish Thawani

Ms. Shobha Harish Thawani, aged 55 years, is non-executive and non-independent Director of our Company. Ms.
Shobha Harish Thawani co-promoted Nimbus Communications Limited in the year 1987. Prior to that, she has
worked in various positions in the international banking and finance sector as administrator with European Asian
Bank (now known as Deutsche Bank) and administrator with Credit Capital Finance Corporation Limited. Ms.
Shobha Harish Thawani holds a Diploma in Secretarial Practice.

Dr. Akash Chandra Khurana

Dr. Akash Chandra Khurana, aged 57 years, is executive vice chairman and whole time Director of our Company. He
joined our Company at the time of its incorporation in 1987 as Director and resigned on March 31, 1990. He re-joined
on November 1, 1999 as chief executive officer and was appointed as director on June 5, 2003. Dr. Akash Chandra
Khurana has over 20 years experience in the media and entertainment industry. He is a Mechanical Engineering
Graduate from the Regional Engineering College, Rourkela and a Post Graduate in Business Management from XLRI
(Xaviers Labour Relations Institute), Jamshedpur. He has also obtained an M. Phil and a Ph.D. in Social Sciences
from the Tata Institute of Social Sciences, Mumbai. Dr. Akash Chandra Khurana began his management career in
1977 as an executive with Tata Engineering and Locomotive Company Limited (now known as Tata Motors
Limited). He took up a parallel career in the media and entertainment industry in the late 1980s. Before that he was
already involved in the theatre and is also the founder of the theatre magazine ‘Ovation’. Having directed and acted in
many successful theatre and TV productions, Dr. Akash Chandra Khurana made his first screen appearance in Shyam
Benegal's ‘Kalyug’ and went on to play character roles in over 50 films such as ‘Saaransh’, ‘Naam’, ‘Sarfarosh’, and
‘Company’. He won the Nandi Award of Andhra Pradesh for playing the lead in the Telugu film ‘Dr. Ambedkar’.
'Swayam' directed by Mr. Mahesh Bhatt marked his debut as a screenwriter. He has written over 20 film scripts,
including his best-known work 'Baazigar' for which he won the Filmfare Award for Best Screenplay. He has been a
visiting faculty member at the Tata Institute of Social Sciences since 1995. For the Fiscal 2010, the gross
remuneration paid by our Company to Dr. Akash Chandra Khurana was Rs. 1.6 million.

Mr. Supratim Subimal Basu

Mr. Supratim Subimal Basu, aged 40 years, is a non-executive and independent Director of our Company. He joined
our Board in September 2007. He has over 14 years experience in equity research with leading Indian brokerage firms
such as Deutsche Equities India Private Limited, ICICI Securities Limited, Indosuez WI Carr Securities (India)
Private Limited and ABN Amro Asia Equities (India) Private Limited. He holds a Masters of Management Studies
(Finance) from the Jamnalal Bajaj Institute of Management Studies, Mumbai University and a Bachelor of Sciences
(Statistics and Operations Research) degree from R. Ruia College, Mumbai University. He was also Vice President,
Technology Research in Deutsche Equities India Private Limited from 2004 to 2006; Vice President, Technology
Research in ICICI Securities Limited in Mumbai from 2002 to 2004 and Assistant Director, ABN Amro Asia Equities
(India) Private Limited.

Mr. Kishore Manohar Musale

Mr. Kishore Manohar Musale, aged 56 years, is a non-executive and independent Director of our Company. Mr.
Kishore Musale joined our Board in September 2007. Mr. Kishore Musale completed his graduation in Commerce,
from University of Manitoba, Canada in 1975. Mr. Kishore Musale has 20 years of experience in the line of
audio/video Industry. He has technical expertise in the nature of distribution of electronic equipments in India and
Middle East. Mr. Musale was partner in R&S Electronics which is the distributors for DOLBY Laboratories and other
sound audio/video equipment in India. Recently, Mr. Musale was awarded as "Emerging Business Man" by

                                                         119
Maharashtra Times in the year 2007.

Mr. Peter Robin Paxton

Mr. Peter Robin Paxton, aged 59 years, is a non executive and independent Director of our Company. Mr. Robin
Paxton joined our Board in 2007. Mr. Robin Paxton has 30 years of experience in the line of Broadcasting, both free-
to-air and pay, TV production, Airtime sales and sponsorship. Mr. Robin Paxton has particular expertise in leadership
and management of international television broadcasting businesses and media organisations, including TV
production, distribution, marketing, and airtime sales. Mr. Robin Paxton completed his BA (Hons.) in International
Politics and German Language from the University of Sussex in 1974, and M.Sc. (Econ.) in Politics & Government
from the London School of Economics (LSE) in 1975, and pursued doctoral research in Political History at the
University of Oxford from 1975-1977. Mr. Robin Paxton was Managing Director Discovery Networks Europe,
London, UK/EMEA division of Discovery Communications Inc., Managing Director Walt Disney Television Intl. of
Asia-Pacific, Hong Kong, Managing Director Broadcasting and Production, Walt Disney Television Intl. Asia
Pacific, Hong Kong, Managing Director Carlton Television India, New Delhi, Managing Director London Weekend
Television Broadcasting Ltd. Other Memberships includes Governor of National Film & Television School (NFTS),
Member of The Royal Television Society (RTS), member of Planning Committee for RTS annual conferences and
Director of The Movie Network (Australia). During the Fiscal 2008, our Company granted 25,000 stock options
under ESOP, 2007 to Mr. Peter Paxton.

Mr. Richard Dorfman

Mr. Richard Dorfman, aged 58 years is a non executive Director of our Company, and is also a Director of Nimbus
Sports International Pte. Ltd. Mr. Richard Dorfman joined our Board in 2007 and is responsible for consultation on
various media related issues. Mr. Richard Dorfman is also a Non-Executive Director of Energem, South Africa. Mr.
Richard Dorfman has 25 years of experience in the line of the entertainment and media industry. Mr. Richard
Dorfman has particular expertise in the acquisition and sale of sports and other entertainment rights and companies.
Mr. Richard Dorfman completed his BA degree in Business and Communications from American University,
Washington D.C in 1974. Mr. Richard Dorfman was a Director of A1GP and has held positions previously at
IMG/TWI, Saatchi & Saatchi and NBA. During the Fiscal 2008, our Company granted 25,000 stock options under
ESOP, 2007 to Mr. Richard Dorfman.

Mr. Ranjan Kapur

Mr. Ranjan Kapur, aged 67 years is a non executive and independent Director of our Company. He joined our Board
in September, 2007. Mr. Ranjan Kapur has 40 years of experience in the advertising and communication business.
Mr. Ranjan Kapur has particular expertise in below-the-line communications, particularly that related to out-of-home
communications, direct marketing, events and promotions. Mr. Ranjan Kapur completed his Masters Degree in
English St. Stephens College, Delhi in 1964. Mr. Ranjan Kapur was Executive Chairman of Ogilvy & Mather Private
Ltd., creative agency. He was nominated to the Worldwide Board in 1998. He is currently Country Head, India, WPP
Group, the parent company of O&M. During the Fiscal 2008, our Company granted 25,000 stock options under
ESOP, 2007 to Mr. Ranjan Kapur.

Relationship between the Directors

None of our Directors are related to one another, except for Ms. Shobha Harish Thawani, who is the wife of Mr. Harish
Kanayalal Thawani.

Borrowing powers of our Directors

Our Articles of Association, subject to the provisions of the Companies Act, authorize the Board to raise or borrow or
secure the payment of any sum or sums of money for the purposes of our Company. Our shareholders have, pursuant to a
resolution passed at the extraordinary general meeting dated February 11, 2010, authorised the Board to borrow monies
together with monies already borrowed by us, in excess of the aggregate of the paid up capital of our Company and its free
reserves not exceeding Rs. 15,000 million at any time.

Details of remuneration of our Directors

Executive Directors

The following table sets forth the details of the gross remuneration for our whole time Directors for the period
between April 1, 2009 and March 31, 2010:


                                                           120
   Sr.            Name              Basic salary (Rs.)       Perquisite (Rs.)      Other benefit       Provident fund           Gross total
   No.                                                                                (Rs.)             contribution              (Rs.)

 March 31, 2010
 1      Mr. Harish                       5,824,104                   -                 15,000               698,892             6,537,996
        Kanayalal*
        Thawani
 2      Dr. Akash                        1,084,400               542,196               15,000                   -               1,641,596
        Chandra Khurana

*The remuneration paid to the Directors for the year ended March 31, 2009 has exceeded the overall remuneration prescribed under section 309
of the Companies Act by Rs. 2.76 million. Similarly, the remuneration paid to a Director during six month ended September 30, 2009 has exceeded
the remuneration prescribed under Part II of Schedule XIII of the Companies Act by Rs. 1.71 million. In this regard, our Company made an
application with the Central Government by filing e-form 25A with the Ministry of Corporate Affairs for waiver of excess remuneration paid to the
whole time Director, Mr. Harish Kanayalal Thawani on April 13, 2010.

Terms and conditions of the remuneration paid to the whole time Directors:

Pursuant to Board resolution dated June 16, 2008 and shareholders resolution dated September 29, 2008, Mr. Harish
Kanayalal Thawani as a whole time Director and also designated as the Executive Chairman of our Company for a
period of five years with effect from June 1, 2008 on the following terms:

 Basic Salary                                                        Rs. 5,824,107 p.a.
 Medical Reimbursement                                               Rs. 15,000 p.a.
 Leave Travel Allowance                                              Rs. 24,000 p.a.
 Other allowances                                                    Rs. 1,136,893 p.a.
 Total                                                               Rs. 7,000,000

Pursuant to Board resolution dated June 16, 2008 and shareholders resolution dated September 29, 2008, Dr. Akash
Chandra Khurana was appointed as a whole time Director and also designated as the Vice-Chairman of our Company
for a period of five years with effect from July 3, 2008 on the following terms:

 Basic Salary                                                        Rs. 1,084,400 p.a.
 House Rent Allowance (“HRA”)                                        Rs. 542,200 p.a.
 Medical reimbursement                                               Rs. 15,000 p.a.
 Leave Travel Allowance                                              Rs. 24,000 p.a.
 Provident fund contribution                                         Rs. 99,550 p.a.
 Other allowances                                                    Rs. 630,850 p.a.
 Total                                                               Rs. 2,400,000

Non-executive Directors

Non-executive Directors are not entitled to any compensation.

Bonus or profit sharing plan for our Directors

Except for the employee stock options granted pursuant to ESOP 2007 of our Company, there is no bonus or profit
sharing plan for our Directors. For further details on employee stock options granted pursuant to ESOP 2007, please
refer section titled “Capital Structure” on page 23 of this Draft Red Herring Prospectus.

Corporate governance

At present, we have five independent Directors on our Board. We are currently in compliance with the requirements of
corporate governance set forth in terms of clause 49 of the equity listing agreement, particularly those relating to the
composition of the Board of Directors, constitution of committees including the Audit Committee and
Shareholder/Investor Grievance Committee.

The Board functions either as a full Board or through various committees constituted to oversee specific operational
areas. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of clause 49
of the listing agreement to be entered into with the Stock Exchanges. Currently, our Board has eight Directors, of which
the Chairman of the Board is an executive Director and more than half of the Board consists of independent Directors in
compliance with the requirements of clause 49 of the listing agreement.




                                                                      121
Our Company has constituted inter alia the following committees:

a.           Audit Committee;
b.           Shareholders’ Grievance Committee;
c.           Remuneration Committee; and
d.           Capital Committee.

Audit Committee

The Audit Committee was re-constituted by our Directors at their Board meeting held on December 22, 2009. The
constitution of the Audit Committee is as follows:

    S. No.     Name of the Director                               Executive/Non-Executive/Independent
    1.         Mr. Supratim Basu (Chairman)                       Non-Executive and Independent
    2.         Mr. Kishore Musale (Member)                        Non-Executive and Independent
    3.         Dr. Akash Chandra Khurana (Member)                 Whole-time Director

The terms of reference of the Audit Committee are as follows:

•      Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
       that the financial statements are correct, sufficient and credible.
•      Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the
       statutory auditor and the audit fees.
•      Approving payment to statutory auditors for any other services rendered by the statutory auditors.
•      Reviewing, with the management, the annual financial statements before submission to the Board for approval,
       with particular reference to:
       1. matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
            report under the Companies Act;
       2. changes, if any, in accounting policies and practices and the reasons for such change;
       3. major accounting entries involving estimates based on the exercise of judgment by management;
       4. significant adjustments made in the financial statements arising out of audit findings;
       5. compliance with listing and other legal requirements relating to financial statements;
       6. disclosure of any related party transactions; and
       7. qualifications in the draft audit report.
•      Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
•      Reviewing, with the management, the performance of the statutory and internal auditors, and adequacy of
       internal controls.
•      Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
       staffing and seniority of the official heading the department, reporting structure coverage and frequency of
       internal audit.
•      Discussing with the internal auditors any significant findings and follow up thereto.
•      Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected
       fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
       Board.
•      Discussing with the statutory auditors, before the audit commences, the nature and scope of audit as well as post-
       audit discussion to ascertain any areas of concern.
•      Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
       shareholders (in case of non payment of declared dividends) and creditors.
•      Reviewing the functioning of a whistle blower mechanism, if any.
•      Carrying out any other function as specified in the terms of reference of the Audit Committee.
•      Mandatory review of the management discussion and analysis of financial condition and results of operation,
       statement of significant related party transactions, management letters of internal control weaknesses, internal
       audit reports and the appointment, removal and terms or remuneration of the chief internal auditor.

Shareholders and Investors Grievance Committee

The Shareholders and Investors Grievance Committee was constituted by our Directors at their Board meeting held
on September 6, 2007. The Shareholders and Investors Grievance Committee is responsible for the redressal of
investor grievances.

The constitution of the Shareholders and Investors Grievance Committee is as follows:


                                                            122
    S. No.    Name of the Director                               Executive/Non-Executive/Independent
    1.        Mr. Supratim Basu (Chairman)                       Non-Executive and Independent
    2.        Mr. Harish Kanayalal Thawani (Member)              Non-Independent and Executive
    3.        Dr. Akash Chandra Khurana (Member)                 Non-Independent and Executive

The terms of reference of the Shareholders and Investors Grievance Committee are as follows:

•        Supervising investor relations and redressal of investors’ grievance in general including non-receipt of dividends
         and interest.
•        Such other matters as may from time to time be required under any statutory, contractual or other regulatory
         requirement.

Remuneration Committee

The Remuneration Committee was constituted by our Directors at their Board meeting held on September 6, 2007.
The constitution of the Remuneration Committee is as follows:

    S. No.    Name of the Director                               Executive/Non-Executive/Independent
    1.        Mr. Ranjan Kapur (Chairman)                        Non-Executive and Independent
    2.        Mr. Kishore Musale (Member)                        Non-Executive and Independent
    3.        Mr. Supratim Basu (Member)                         Non-Executive and Independent

Responsibilities of Remuneration Committee shall be to determine on behalf of the Board of directors and on behalf
of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for
executive directors and other employees including pension rights and any compensation payment including all
proposals concerning the granting of Equity Shares options shall be referred to and approved by the Remuneration
Committee from time to time.

Capital Committee

The Board has re-constituted a Capital Committee (“Capital Committee”) by a Board resolution dated February 9,
2010. The composition of the Capital Committee is as follows:

    S. No.    Name of the Director                               Executive/Non-Executive/Independent
    1.        Mr. Supratim Basu (Chairman)                       Independent
    2.        Mr. Harish Kanayalal Thawani (Member)              Non-Independent and Executive
    3.        Dr. Akash Chandra Khurana (Member)                 Non-Independent and Executive

The Capital Committee shall inter alia be responsible for handling the following matters:

             (a) to decide on the timing, pricing and all the terms and conditions of the issue of the shares for the Public
                 Issue / IPO, including the price, and to accept any amendments, modifications, variations or alterations
                 thereto.
             (b) to appoint and enter into arrangements with the book running lead managers, underwriters, syndicate
                 members, brokers, escrow collection banks, registrars, legal advisors or any other agencies or persons or
                 intermediaries to the IPO and to negotiate, settle and finalise the terms of their appointment, including
                 but not limited to execution of relevant papers, engagement letters, mandate letter, memorandum of
                 understanding, tripartite agreements, stabilization agreement and all other documents, deeds and
                 instruments as may be required or desirable in relation to initial public issue / IPO.
             (c) to finalise and settle and to execute and deliver or arrange the delivery of the draft red herring
                 prospectus, the red herring prospectus, the final prospectus as may be required or desirable in relation to
                 the Public Issue / IPO;
             (d) to make applications to the Foreign Investment Promotion Board, RBI and such other authorities as may
                 be required for the purpose of allotment of shares to non-resident investors and other matters.
             (e) to approve and validate the offer for sale from the selling shareholder and to take on record their consent
                 as required by SEBI ICDR Regulations.
             (f) to open with the bankers to the IPO/Public Issue such accounts as are required by the regulations issued
                 by SEBI;
             (g) to authorize and approve the incurring of expenditure and payment of fees in connection with the
                 IPO/Public Issue;
             (h) to do all such acts, deeds and things as may be required to dematerialise the equity shares of the
                 Company and to sign agreements and/or such other documents as may be required with the National

                                                              123
               Securities Depository Limited, the Central Depository Services (India) limited and such other agencies,
               authorities or bodies as may be required in this connection;
         (i)   to make applications for listing of the shares in one or more stock exchange(s) for listing of the equity
               shares of the Company and to execute and to deliver or arrange the delivery of listing agreements and all
               other documents, deeds and instruments as may be required or desirable in relation to public issue; and
         (j)   to settle all questions, difficulties or doubts that may arise in regard to such issues or allotment as it
               may, in its absolute discretion deem fit.
         (k)   to raise funds as per Company’s requirements;
         (l)   to approach various banks, FIs, private investors for funding;
         (m)   to receive & evaluate proposals for funding;
         (n)   to negotiate the terms & conditions related to such proposals;
         (o)   to authorize Company’s representatives to sign the facility documents, and
         (p)   to do all such things, acts and deeds in relation to funding and capital restructuring.
         (q)   to enter and execute agreements with Intermediaries and CDSL and NSDL.

Changes in our Board of Directors in last three years

The changes in the Board of Directors in the last three years are as follows:

               Name                    Date of appointment            Date of termination                Reason
Mr. Anil Ahuja                            August 5, 2005               February 9, 2010                 Resignation
Mr. Sethuraman                           September 6, 2007            September 23, 2010                Resignation
Mr. Gerard Amal Wahab                      March 25, 2010             September 23, 2010                Resignation

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold any Equity Shares. The following are the details of the
shareholding of our Directors in our Company as on the date of filing of this Draft Red Herring Prospectus:

Name of Directors                                                                    Number of Equity Shares

Mr. Harish Kanayalal Thawani                                                                4,766,731
Ms. Shobha Harish Thawani                                                                   10,57,952
Dr. Akash Chandra Khurana                                                                     72,800

Except as disclosed above and as disclosed in relation to the options granted under the ESOP-2007 in the section
“Capital Structure” on page 23 of this Draft Red Herring Prospectus, as of the date of this Draft Red Herring
Prospectus, none of the Directors of the Company hold any Equity Shares in the Company.

Shareholders’ arrangements with our Company for appointment of Directors

Except as disclosed in section titled “History and Certain Corporate Matters” on page 100 of this Draft Red Herring
Prospectus, there are no shareholders’ arrangements with our Company for appointment of Directors.

Interest of our Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them, if any, for attending
meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of
expenses payable to them, if any under our Articles of Association. Mr. Harish Kanayalal Thawani and Dr. Akash
Chandra Khurana, as executive directors, may be deemed to be interested to the extent of remuneration paid to them
for services rendered as an officer or employee of our Company. Other than as disclosed in this Draft Red Herring
Prospectus, none of the Directors are entitled to receive remuneration from our Company. Except as disclosed herein,
there are no service contracts entered into between the Directors and our Company providing the Directors benefits
upon termination of their employment with our Company.

Our Company is promoted by Mr. Harish Kanayalal Thawani and Ms. Shobha Harish Thawani who are also Directors
of our Company. Therefore, they are also interested in the promotion of our Company.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or by the companies/
firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts, in which
they are interested as Directors, members, partners, trustees and Promoters, pursuant to this Issue. Except as stated in
the section “Related Party Transactions” and to the extent of the options granted to them under the ESOP-2007, the
Directors do not have any other interest in our business. All of our Directors may also be deemed to be interested to
                                                             124
the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

Interest in the property of our Company

Our Directors have no interest in any property acquired by our Company within two years of the date of this Draft
Red Herring Prospectus.

Management Organisational Structure


                  Board of
                  Directors




                  Executive                            Vice Chairman
                  Chairman




  Senior Vice                 Chief Operating        Vice President -        Vice President-
  President -                 Officer - Sports         Marketing              New Media
  Finance &                                              (South)
   Accounts



Key Managerial Personnel

Brief profile of the key managerial personnel is as follows:

Mr. Bimal Desai

Mr. Bimal Desai, aged 47 years is the senior vice president - finance and accounts of our Company. Prior to joining
our Company, he worked with INOX Leisure Ltd as Senior General Manger – Finance. He has also worked with
Indoco Remedies Limited and Crompton Greaves Limited. He is a chartered accountant and an associate member
with the Institute of Chartered Accountants of India and has more than 20 years of experience. He joined our
Company on January 15, 2010. The gross remuneration paid by our Company to Mr. Bimal Desai in the year ended
March 31, 2010 was Rs. 0.54 million.

Mr. Yannick Colaco

Mr. Yannick Colaco, aged 31 years, is the chief operating officer – sports of our Company. He joined our Company in the
year 2002 and is focused on acquisition, management and marketing of commercial rights of sports. Mr. Colaco has nine
years of experience in the sports industry with special expertise in sports management and marketing. He completed his
Bachelor of Arts degree from SP Chowgule College in 1999 & did his Post Graduation in Business Administration from
the Department of Management Studies, Goa University in 2001. He joined our Company on September 7, 2007. Prior to
joining us, he was with IMG. For the Fiscal 2010, the gross remuneration paid by our Company to Mr. Yannick Colaco
was Rs.3.76 million.

Mr. Subbarathnam K R (Kumar)

Mr. Kumar, aged 42 years is the vice president – marketing (south) of our Company. He has more than two decades
of experience in the entertainment & media industry. He joined our Company in the year 2005. Prior to joining our
Company, he worked with Saregama India Ltd - Television software division (October 2002), HMV- RPG Group,
Sahara TV, Times of India, Home TV, Gujarat Ambuja Cements, Lupin laboratories. Mr. Kumar is Bachelor of
Science and has done his Masters in Marketing Management from Narsee Monjee Institute of Management Studies,
Mumbai. He joined our Company on October 17, 2005. For the Fiscal 2010, the gross remuneration paid by our
Company to Mr. Kumar was Rs. 2.24 million.
                                                               125
Mr. Jose Felix

Mr. Jose Felix, aged 37 years is the vice president- new media of our Company. Mr. Felix has over 12 years of
International leadership experience in internet based business models. Prior to joining our Company, he worked
with companies like ConnectFilm Media, Consim Info and Info Edge. Mr. Felix has done his Masters in Business
Administration in Marketing & Finance from Bharathiar University, Coimbatore (1997). He is also a Gold Medalist
in Bachelor of Science - Philosophy from Calicut University in the (1995). Mr. Felix joined our Company on
October 26, 2009. The gross remuneration paid by our Company to Mr. Jose Felix in the year ended March 31, 2010 was
Rs.0.88 million.

At present, other key functions of our Company including film entertainment, home video and new media are also
monitored and supervised by Mr. Harish Kanayalal Thawani.

All the key managerial personnel mentioned above are permanent employees of our Company.

Interest of our key managerial personnel

The key managerial personnel of our Company do not have any interest in our Company other than to the extent of
the remuneration or benefits to which they are entitled as per the terms of their appointment, the reimbursement of
expenses incurred by them during the ordinary course of business and to the extent of options granted under the
ESOP-2007.

Shareholding of the key managerial personnel

Except for options to purchase Equity Shares pursuant to the ESOP-2007, as of the date of this Draft Red Herring
Prospectus, none of the key managerial personnel of our Company hold any Equity Shares in our Company. For
details regarding the ESOP-2007, see the section “Capital Structure” on page 23 of this Draft Red Herring
Prospectus.

Relationship between the key managerial personnel

None of our key managerial personnel are related to one another.

Bonus or profit sharing plan for the key managerial personnel

Our Company has instituted policy such as Sales Performance Incentive Policy (“SPIP”) in June 2009 to reward
executives directly involved in the sales and/or business development function based on their sales performance
during the period April 1, 2009 to March 31, 2011.

Changes in the key managerial personnel during the last three years

The following are the changes in the key managerial personnel of our Company during the last three years preceding the
date of filing this Draft Red Herring Prospectus.

               Name                    Date of appointment         Date of termination               Reason
 Mr. James Rego                         November 7, 1996            February 15, 2009              Resignation
 Mr. Raju Jayaram Udupa                   July 15, 2000              March 31, 2009          Moved to NEO Sports
                                                                                            Broadcast Private Limited
 Mr. Sanjay Sharma                      September 10, 2006            June 30, 2008                Resignation
 Mr. Sonal Chandra Gupta                  March 21, 2007             June 30, 2008                 Resignation
 Mr. Sumit Luthra                       September 17, 2007         November 30, 2009               Resignation
 Mr. Digvijay Singh                        April 1, 2008             June 30, 2009          Moved to Nimbus Sports
                                                                                              International Pte Ltd.
 Mr. Sanjeet Mehta                       August 25, 2008            August 20, 2010                Resignation
 Mr. Saurav Banerjee                       July 27, 2009           November 30, 2009               Resignation
 Mr. Jose Felix                          October 26, 2009                  -                      Appointment
 Mr. Bimal Desai                         January 15, 2010                  -                      Appointment

Payment or Benefit to Officers of our Company

Except as disclosed in this Draft Red Herring Prospectus and any statutory payments made by our Company, in the
                                                            126
last two years our Company has not paid any sum to its employees in connection with superannuation payments and
ex-gratia/rewards and has not paid any non-salary amount or benefit to any of its officers.

None of the beneficiaries of loans and advances and sundry debtors are related to the Directors / officers of our
Company.

Change in Auditors

Our Company changed its auditors to Deloitte Haskins and Sells, Mumbai in the AGM held on September 30, 2005,
upon resignation of its previous auditors, M/s. Anil Masand & Company due to unwillingness to be reappointed as
statutory auditors. Further, Deloitte Haskins and Sells, Ahmedabad, Chartered Accountants was appointed as the
auditors, in the AGM held on September 29, 2008 upon resignation of its previous auditors Deloitte Haskins and
Sells, Mumbai. Post then, Deloitte Haskins and Sells Ahmedabad, Chartered Accountants have continued to be the
statutory auditors of our Company.

Loans taken by Directors / key managerial personnel

There are no loans taken by Directors / key managerial personnel.




                                                       127
                                         Promoters and Group Companies


Our Promoters are as follows:

     1.     Mr. Harish Kanayalal Thawani;
     2.     Ms. Shobha Harish Thawani; and
     3.     Paramount Corporation Limited.

The details of our Promoters are as follows:

1.   Mr. Harish Kanayalal Thawani




     Identification

          PAN                           AABPT 2434J
          Passport No.                  Z2024886
          Voter Identity No.            ROL0778067
          Driving License No.           MH0220070053744

      Mr. Harish Kanayalal Thawani, aged 51 years, is executive chairman and whole time Director of our
      Company. He holds a Bachelor of Arts degree with a major in Economics from KC College, University of
      Mumbai. He has over 20 years of experience in media and entertainment industry. He provides strategic
      guidance and is in-charge of Nimbus group. For further details including his directorships, see the section
      titled “Management” on page 116 of this Draft Red Herring Prospectus.

      We confirm that the permanent account number, bank account number, passport number will be submitted to
      the BSE and the NSE, at the time of filing the Draft Red Herring Prospectus.

2.   Ms. Shobha Harish Thawani




            Identification




     Identification

      PAN                               AAFPT7625P
      Passport No.                      E2426923
      Voter Identity No.                ROL0778057
      Driving License No.               MH02/789/1141

     Ms. Shobha Harish Thawani, aged 55 years, is non-executive Director of our Company. She holds a Diploma in
     secretarial practice. Ms. Shobha Harish Thawani co-promoted our Company in the year 1987. For further
     details including her directorships, see the section titled “Management” on page 116 of this Draft Red Herring
     Prospectus.

     We confirm that the permanent account number, bank account number, passport number will be submitted to
     the BSE and the NSE, at the time of filing the Draft Red Herring Prospectus.



                                                        128
3.   Paramount Corporation Limited

     Paramount Corporation Limited (“Paramount”) was first established as an unregistered partnership constituted as
     on October 12, 1992 pursuant to a partnership deed which was last modified on July 1, 1997 with the name
     ‘Nimbus Creative Corporation’. It was converted to a public company incorporated under the Companies Act on
     January 29, 1999 with the name ‘Nimbus Creative Corporation Limited’. With effect from August 22, 2005, the
     name of the company was changed to ‘Paramount Corporation Limited’. A fresh certificate of incorporation
     pursuant to change of name was granted on August 22, 2005 by RoC, Maharashtra. Paramount is under the
     jurisdiction of the RoC, Maharashtra, having its office at Everest, 100 Marine Drive, Mumbai 400 002,
     Maharashtra, India.

     The main object clause of Paramount enables it to engage in the business of production and distribution of television
     serials, films and audio products.

     Identification

       Registered office address                 Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai – 400 053, India.
       PAN                                       AAECP1187A

     Board of directors

     The board of directors of Paramount comprises:

          1.         Mr. Harish Kanayalal Thawani;
          2.         Ms. Shobha Harish Thawani; and
          3.         Dr. Akash Chandra Khurana.

     Shareholding pattern

     The shareholding pattern of Paramount is as follows:

       Name of the shareholder                                                      Number of equity shares        % of issued capital
       Mr. Harish Kanayalal Thawani                                                       7,996,000                       66.63
       Ms. Shobha Harish Thawani                                                         3,998,000                        33.32
       Mr. Kanayalal Thawani                                                                1,200                         0.01
       Ms. Kamla Thawani                                                                    1,200                         0.01
       Mr. Dilip Thawani                                                                    1,200                         0.01
       Ms. Kiran Thawani                                                                    1,200                         0.01
       Mr. Mavis Monterio                                                                   1,200                         0.01
       Total                                                                             12,000,000                      100.00

     Details of the promoters of Paramount

     The promoters of Paramount are Mr. Harish Kanayalal Thawani and Ms. Shobha Harish Thawani. For their
     details, see sections titled “Management” on page 116 of this Draft Red Herring Prospectus.

     Financial performance

     The summary of audited financials of Paramount for the Fiscal 2010, 2009 and 2008 are set below:
                                                                                                  (Rs. in million, unless otherwise stated)
                                Particulars                                            For the period ended March 31,
                                                                            2010                2009                   2008
     Income/Sales                                                            3.12               2.23                    2.11
     Profit (Loss) after Tax                                                 1.93               1.42                  (13.51)
     Equity share capital                                                   120.00             120.00                 120.00
     Reserves and surplus (excluding revaluation reserves)      (1)         60.48               58.55                  57.13
     Earnings per share   (2)                                                0.16               0.12                   (1.13)
     Net asset value or book value per share                                15.04               14.88                  14.76

            (1)
                    Net of miscellaneous expenditure not written off.
            (2)
                    Face value of each equity share is Rs.10.

                                                                      129
Change in the management of Paramount

There has been no change in the management of Paramount since incorporation as a public company.

We confirm that the permanent account number, bank account number company’s registration number and the
address of RoC where the company is registered will be submitted to the BSE and the NSE, at the time of filing the
Draft Red Herring Prospectus with them.

Interest of the Promoters

Interest as member of the Company

The Promoters of our Company are interested to the extent of their shareholding in our Company and the dividend
declared, if any, by our Company

Interest in the property of our Company

Except as disclosed in the section titled “History and Certain Corporate Matters” on page 100 and “Business” on
page 78, our Promoters do not have any interest in any property acquired by, or proposed to be acquired by, our
Company in last two years.

.Interest in transactions for acquisition of land, construction of building and supply of machinery

None of our Promoters have any interest in any transactions for acquisition of land, construction of building and
supply of machinery by our Company since last two years.

Interest other than as Promoter

Our Promoters who are also the Directors of our Company may be deemed to be interested to the extent of fees, if
any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other
remuneration, reimbursement of expenses payable to them.

Further, our individual Promoters are also directors on the boards of or members of certain Group Companies and
they may be deemed to be interested to the extent of the payments made by our Company, if any, to these Group
Companies. For further details, please see the section titled “Promoters and Group Companies – Group
Companies” on page 131 of this Draft Red Herring Prospectus. For the payments that are made by our Company to
certain Group Companies, please see the section titled “Related Party Transactions” on page 140 of this Draft Red
Herring Prospectus.

Related party transactions

For details on related party transactions, see the section “Related Party Transactions” on page 140 of this Draft
Red Herring Prospectus

Common pursuits

Except as disclosed in the DRHP, there are no other common pursuits among the Promoters.

Payment of benefits to our Promoters during the last two years

There is no payment of benefits to our Promoters during the last two years.
Promoter Group

In addition to the Promoters named above, the following natural persons and companies are part of our Promoter
Group.

a.   Relatives of Promoters

     The natural persons who are part of our Promoter group (due to their relationship with our Promoters), other
     than the
     Promoters named above are as follows:

     1.   Mr. Kanayalal Thawani, father of Harish Thawani;
                                                         130
     2.   Ms. Kamla Thawani, mother of Harish Thawani;
     3.   Mr. Dilip Thawani, brother of Harish Thawani;
     4.   Mr. Anil Thawani, brother of Harish Thawani;
     5.   Ms. Mavis Monteiro, mother of Shobha Thawani; and
     6.   Mr. Ignatius Monteiro, brother of Shobha Thawani.

b.   Companies and partnership firms forming part of the Promoter Group

     The following entities form part of the Promoter Group:

     Companies other than Subsidiaries forming part of the Promoter Group

     1.   Joint Ventures of our Company.

            a.   Neo Sports Broadcast Private Limited; and

            b.   Zenith Sports Private Limited

     2.   Carnival Entertainment Private Limited.

     Partnership firms forming part of the Promoter Group

     1.   Aquarius Transnational (partnership)

     Except as stated in the section titled “Capital Structure” on page 23 of this Draft Red Herring Prospectus,
     none of the members of the our Promoter Group held any Equity Shares as on the date of filing of this Draft
     Red Herring Prospectus.

     List of companies forming part of the Promoter Group for Mr. Anil Thawani

     Mr. Anil Thawani, the brother of Harish Thawani, holds substantial equity interest in Orion Holdings Limited.
     The Promoters of our Company do not have any ownership interest in such venture promoted by Mr. Anil
     Thawani.

     List of companies forming part of the Promoter Group for Mr. Dilip Thawani

     Mr. Dilip Thawani, the brother of Harish Thawani, apart from holding 1,200 equity shares in Paramount and
     1,000 Equity Shares of our Company, does not hold any interest, equity or otherwise, in the business,
     properties, companies or firms of Mr. Harish Kanayalal Thawani or Ms. Shobha Harish Thawani or Paramount.
     In addition Promoters of our Company and the ventures promoted by them do not have any ownership interest
     in ventures of Mr. Dilip Thawani.

     Promoter Group of Paramount

     Except Zenith Sports Private Limited, there are no other companies forming a part of the Promoter Group of
     Paramount.

c.   Our Group Companies

     Our Group Companies are as follows:

     Companies forming part of the Group Companies

     1.   Joint Ventures of our Company.

            a. Neo Sports Broadcast Private Limited including its subsidiaries namely Neo Broadcast Limited and
               Neo Broadcast America Inc.; and

            b.   Zenith Sports Private Limited




                                                        131
2.   Carnival Entertainment Private Limited.

Partnership firms forming part of the Group Companies

1.   Aquarius Transnational.

Joint ventures

1.   Neo Sports Broadcast Private Limited

     Neo Sports Broadcast was incorporated on March 17, 2006 as ‘Nimbus Sports Broadcast Private Limited’.
     With effect from October 30, 2006, the name of the company was changed to ‘Neo Sports Broadcast
     Private Limited’. Neo Sports Broadcast is treated as a joint venture company under the terms of the Zenith
     Agreement for the purposes of consolidating the financial statements as per AS-27 issued by ICAI. Its main
     object inter alia include carrying on, the business of sports coverage / production, distribution, event
     management, sponsorship, sports broadcasting in any form of media whether available presently or
     invented hereinafter in all the parts of the world.

     Registered office

     Its registered office is located at Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai 400 053.

     Board of directors

     The board of directors of Neo Sports Broadcast comprises:

     1.       Mr. Harish Kanayalal Thawani; and
     2.       Dr. Akash Chandra Khurana.

     Capital Structure

     The capital structure of Neo Sports Broadcast is as follows:

     Particulars                                                                              Aggregate nominal value
                                                                                                  (In Rs. million)
      A. Authorised capital
     5,000,000 equity shares of Rs.10 each                                                              50.00
     44,700,000 non convertible, redeemable, non cumulative preference shares of Rs.10                  447.00
     each
     500,000 compulsorily convertible, non cumulative preference shares of Rs.10 each                    5.00
     Total                                                                                              502.00
     B. Issued, subscribed and paid-up capital
     3,003,478 equity shares of Rs.10 each                                                              30.03
     44,700,000 preference shares of Rs.10 each                                                         447.00
     344,098 compulsorily convertible, non cumulative preference shares of Rs.10 each                    3.44

     Total                                                                                              480.47

     Shareholding pattern

     The shareholding pattern of Neo Sports Broadcast was as follows:

A.   Equity shares

      Sr.                              Name of shareholder                              No. of equity       % of issued
      No.                                                                                  shares           equity share
                                                                                                              capital
          1      Zenith Sports Private Limited                                           2,999,900             99.88
          2      Mr. Harish Kanayalal Thawani, as nominee of Zenith Sports Private          100                   -
                 Limited
          3      Nimbus Communication Limited                                                1                   -

                                                          132
             4      Funderburk Enterprises Limited                                                      3,475                0.11
             5      Bennett Coleman & Co. Ltd.                                                            2                    -
                    Total                                                                             3,003,478             100.00

B.        Preference shares

     Sr.                                    Name of shareholder                                 No. of preference        % of issued
     No.                                                                                             shares              preference
                                                                                                                        share capital
     1           Nimbus Communications Limited                                                      44,700,000             100.00
                 Total                                                                              44,700,000             100.00

C.        Compulsorily convertible, non cumulative preference shares

     Sr.            Name of compulsorily convertible, non cumulative preference                       No. of             % of issued
     No.                                   shareholder                                            compulsorily           preference
                                                                                                 convertible, non       share capital
                                                                                                   cumulative
                                                                                                preference shares
      1          Funderburk Enterprises Limited                                                      344,098                100.00
                 Total                                                                               344,098                100.00

D.        Warrants

     Sr.                                  Name of warrant holder                                            No. of warrants
     No.
      1          Bennett Coleman & Co. Ltd.                                                                         5
                 Total                                                                                              5

Financial performance

The restated and audited financial results of Neo Sports Broadcast for the Fiscal 2010, 2009 and 2008 is
summarised below:

                                                                                               (Rs. in million, unless otherwise stated)
                                                                                    For the period ended March 31,
Particulars
                                                                              2010               2009                  2008
Income/Sales                                                                4,089.27           3,528.22              2,820.35
Profit (Loss) after Tax                                                    (3,426.91)         (2,876.69)            (2,474.62)
Equity share capital                                                          36.70              30.00                 30.00
Reserves and surplus (excluding revaluation reserves)(1)                   (7,757.42)         (4,761.96)            (1,684.52)
Earnings per share(2)                                                      (1141.06)           (958.90)              (824.87)
Net asset value or book value per share                                    (2570.75)          (1577.32)              (551.51)

           (1)
                     Net of miscellaneous expenditure not written off.
           (2)
                     Face value of each equity share is Rs.10.

For detailed disclosure relating to the financial performance of Neo Sports Broadcast, see section titled
“Financial Statements” on page 142 of this Draft Red Herring Prospectus.

Neo Sports Broadcast is an unlisted company and it has not made any public or rights issue in the preceding
three years. Neo Sports Broadcast has negative net worth, however, since it is not an industrial company as
defined under SICA, it is not a sick company within the meaning that enactment. It is not subject to a winding-up
order or petition.

Neo Broadcast Limited (subsidiary of Neo Sports Broadcast)

Neo Broadcast Limited was incorporated on September 17, 2003 as ‘Nirvana TVC Company Limited’. With
effect from October 22, 2003, the name of the company was changed to ‘Nirvana Adzone Limited’ and later
changed to ‘Neo Broadcast Limited’ on August 5, 2010. Neo Broadcast was previously a subsidiary of our
Company. On June 11, 2010, 4,750,000 equity shares were issued to Neo Sports Broadcast by virtue of which,

                                                                     133
Neo Broadcast became a subsidiary of Neo Sports Broadcast.

Its main object is to undertake the business of advertising films, television commercials, corporate films, audio,
video, internet and multimedia and production, purchase and distribution of advertising films, video films,
documentaries and magazines and animation products on audio, video, internet and multimedia.

Registered office

Nimbus Centre, Oberoi Complex, New Link Road, Andheri (West), Mumbai.

Board of directors

The board of directors of Neo Broadcast Limited comprises:

1.         Mr. Harish Kanayalal Thawani;
2.         Dr. Akash Chandra Khurana; and
3.         Ms. Shobha Harish Thawani.

Capital structure

The capital structure of Neo Broadcast Limited is as follows:

 Particulars                                                                                     Aggregate nominal value
                                                                                                     (In Rs. million)
 A. Authorised capital
 5,000,000 equity shares of Rs.10 each                                                                     50.00
 B. Issued, subscribed and paid-up capital
 4,850,000 equity shares of Rs.10 each                                                                     48.50

 Shareholding pattern

 The shareholding pattern of Neo Broadcast Limited is as follows:

                                                                                                              % of issued
     Name of the shareholder                                              Number of equity shares              capital
     Neo Sports Broadcast                                                      4,750,000                        97.94
     Nimbus Communications Limited                                               50,500                          1.04
     Mr. Harish Kanayalal Thawani*                                               49,000                          1.02
     Ms. Shobha Thawani*                                                           100                             -
     Dr. Akash Chandra Khurana*                                                    100                             -
     Mr. Sunil Manocha*                                                            100                             -
     Ms. Sunita Alphonso*                                                          100                             -
     Mr. James Rego*                                                               100                             -
     Total                                                                     4,850,000                       100.00
           * Nominee of Nimbus Communications Limited


     Financial performance

     The summary of audited financials of Neo Broadcast Limited for the Fiscals 2010, 2009 and 2008 are set
     below:
                                                                                          (In Rs. million, except share data)
              Particulars                                                            For the period ended March 31
                                                                             2010                2009                2008
              Income/Sales                                                   0.00                0.03                -
              Profit (Loss) after Tax                                       (0.16)               (0.06)              (0.27)
              Equity share capital                                          1.00                 1.00                1.00
              Reserves and surplus (excluding revaluation reserves) (1)     0.26                 0.42                0.48
              Earnings per share (2)                                        (1.55)               (0.64)              (2.74)
              Net asset value or book value per share                       12.64                14.20               14.84
     (1)
           Net of miscellaneous expenditure not written off.
     (2)
           Face value of each equity share is Rs.10.



                                                                134
          Neo Broadcast Limited is an unlisted company. It has not made any public or rights issue in the preceding three
          years. Since Neo Broadcast Limited is not an industrial company as defined in SICA, this enactment does not
          apply to it. It is not subject to a winding-up order or petition. It does not have a negative net worth.

          Neo Broadcast America Inc. (subsidiary of Neo Broadcast)

          Neo Broadcast America Inc. was incorporated on June 24, 2010 under the laws of the State of Delaware. Its
          object is to engage in any lawful act or activity for which corporations are organised under the General
          Corporation Law of Delaware. Neo Broadcast America Inc. is a subsidiary of Neo Broadcast Limited.

          Registered office

          1811 Silverside Road, City of Wilmington, New Castle, 19810-4345.

          Board of directors

          The board of directors of Neo Broadcast America Inc. comprises:

          1.   Mr. Harish Kanayalal Thawani; and
          2.   Mr. Prasana Krishnan.

          Capital structure

          The capital structure of Neo Broadcast America Inc. is as follows:

          Particulars                                                                              Aggregate nominal value
                                                                                                          (In USD)
          A. Authorised capital
          10,000,000 shares of USD 0.00001 each                                                              100

          Shareholding pattern

          No shares are issued and subscribed.

          Neo Broadcast America Inc. is an unlisted company. It has not made any public or rights issue since
          incorporation. Since Neo Broadcast America Inc. is not an industrial company as defined in SICA, this
          enactment does not apply to it. It is not subject to a winding-up order or petition. It does not have a negative net
          worth.

2.   Zenith Sports Private Limited

     Zenith Sports Private Limited was incorporated on September 28, 2004 as ‘Juniper Holdings Private Limited’. With
     effect from September 29, 2005, the name of the company was changed to ‘Zenith Sports Private Limited’. Zenith is
     treated as a joint venture company under the terms of the Zenith Agreement for the purposes of consolidating the
     financial statements as per AS-27 issued by ICAI. Its main object is to carry on directly or through the setting up of a
     joint venture, the business of sports coverage/production, distribution, event management, sponsorship, sports
     broadcasting in any form of media whether available presently or invented herein after in all parts of the world

     Registered office

     Its registered office is located at Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai 400 053, Maharashtra,
     India.

     Board of directors

     The board of directors of Zenith Sports Private Limited comprises:

     1.   Mr. Harish Thawani;
     2.   Dr. Akash Chandra Khurana; and
     3.   Ms. Shobha Harish Thawani.

     Capital structure


                                                               135
The capital structure of Zenith Sports Private Limited is as follows:

Particulars                                                                                                   Aggregate nominal value
                                                                                                                  (In Rs. million)
A. Authorised capital
50,000 equity shares of Rs. 10 each                                                                                    0.5
B. Issued, subscribed and paid-up capital
50,000 equity shares of Rs. 10 each                                                                                    0.5

Shareholding pattern

The shareholding pattern of Zenith Sports Private Limited was as follows:

  Name of the shareholder                                               Number of equity shares                    % of issued capital

  Nimbus Communications Limited                                                  24,400                                   48.80

  Mr. Harish Kanayalal Thawani as nominee of                                      100                                        0.20
  Nimbus Communications Limited

  Paramount                                                                      25,500                                   51.00

  Total                                                                          50,000                                  100.00


Financial performance

The summary of audited financials of Zenith Sports Private Limited for the Fiscal 2010, 2009 and 2008 are set
below:
                                                                                                  (Rs. in million, unless otherwise stated)
                             Particulars                                                 For the period ended March 31,
                                                                               2010                   2009                      2008
 Income/Sales                                                                    -                      -                         -
 Profit (Loss) after Tax                                                       (6.54)                (6.03)                    (5.61)
 Equity share capital                                                          0.50                   0.50                      0.50
                                                                  (1)
 Reserves and surplus (excluding revaluation reserves)                        (22.73)                (16.19)                  (10.16)
 Earnings per share(2)                                                        (130.81)              (120.55)                  (112.19)
 Net asset value or book value per share                                      (444.64)              (313.84)                  (193.29)

          (1) Net of miscellaneous expenditure not written off.
          (2) Face value of each equity share is Rs. 10.


Significant Notes for Fiscal 2010

The auditors have without qualifying their opinion, drawn attention to:

Note II – 6 of Schedule 9. Although the accumulated losses of the Company have far exceeded its net worth, the
financial statements have been prepared on a going concern basis for the reason stated in the said Note.


Note II – 7 of Schedule 9. As explained in the said Note, the Company has made long term investment in Neo Sports
Broadcast Private Limited (“Neo”) Rs. 30,000,000. Further, it has granted a loan of Rs. 49,520,000 to Neo. The
recoverability of these amounts is dependent upon Neo being able to realise its business plans and projections. For
the reasons stated in the said Note, the management of the Company is of the view that there is no diminution, other
than temporary, in the value of investment in Neo and the loan given to Neo is good and fully recoverable and
hence, no provision has been considered necessary by the Company.

Significant Notes for Fiscal 2009

The auditors have without qualifying their opinion, drawn attention to:

Note II – 6 of Schedule 9. Although the accumulated losses of the Company have far exceeded its net worth, the
                                                                        136
     financial statements have been prepared on a going concern basis for the reason stated in the said Note.

     Note II – 7 of Schedule 9. For the reasons stated in the said Note, the loan of Rs.51,520,000 given to Neo Sports
     Broadcast Private Limited (NEO) has been considered as good and fully recoverable and there is no diminution
     other than temporary in the value of investment of Rs.30,000,000 in NEO.


     Zenith Sports Private Limited is an unlisted company. It has not made any public or rights issue in the preceding
     three years. Zenith Sports Private Limited has negative net worth, however, since it is not an industrial company as
     defined under SICA, it is not a sick company within the meaning that enactment. It is not subject to a winding-up
     order or petition.

3.   Carnival Entertainment Private Limited

     Carnival Entertainment Private Limited was incorporated on November 8, 2007. The company is engaged in the
     business of offering, buying, selling, dealing or otherwise offering for viewing cinematographic films, tele-serials,
     talk shows etc.

     Registered office

     Nimbus Centre, Oberoi Complex, Andheri (W), Mumbai – 400 053, India.

     Board of directors

     The board of directors of Carnival Entertainment Private Limited comprises:

     1.        Mr. Harish Kanayalal Thawani;
     2.        Dr. Akash Chandra Khurana; and
     3.        Ms. Shobha Harish Thawani.

     Shareholding pattern

     The shareholding pattern of Carnival Entertainment was as follows:

     Sr. No.          Name of Member                                                          No. of Shares         % of issued capital

          1.          Mr. Harish Kanayalal Thawani                                                 4,998                    49.48
          2.          Ms. Shobha Harish Thawani                                                    4,998                    49.48
          3.          Dr. Akash Chandra Khurana                                                      2                      00.02
          4.          Mr. Sanjay Sharma                                                              1                      00.01
          5.          Mr. Sonal Gupta                                                                1                      00.01
                      Total                                                                       10,000                   100.00

     Financial performance

     The audited financial results of Carnival Entertainment Private Limited for Fiscal 2010, 2009 and 2008 is summarised
     below:
                                                                                                                           (Rs. in million)
     Particulars                                                                          For the period ended March 31,
                                                                                2010                    2009                 2008
     Income/Sales                                                                0.24                  2.31                  1.63
     Profit (Loss) after Tax                                                    (0.97)                (0.83)                (0.27)
     Equity share capital                                                        0.10                  0.10                  0.10
     Reserves and surplus (excluding revaluation reserves)(1)                   (2.07)                 (1.10)               (0.27)
     Earnings per share(2)                                                      (96.93)               (82.53)              (27.37)
     Net asset value or book value per share(3)                                (196.84)              (99.90)               (17.37)

                (1)
                         Net of miscellaneous expenditure not written off.
                (2)
                         Face value of each equity share is Rs.10.
                (3)
                          Excluding share application monies received

     Carnival Entertainment Private Limited is an unlisted company and it has not made any public or rights issue in the
                                                                         137
preceding three years. Carnival Entertainment Private Limited does not have a negative net worth. Further, it is not a
sick company within the meaning of SICA. It is not subject to a winding-up order or petition.

Partnerships forming part of the Group companies

1.   Aquarius Transnational

     Aquarius Transnational is a partnership firm established by a deed of partnership dated October 28, 1994
     between Mr. Harish Kanayalal Thawani as 66.67% partner and Ms. Shobha Thawani as 33.33% partner. Its
     principal office is located at 701 Rendezvous, 120-121, Perry Road, Bandra (W), Mumbai – 400 050, India. The
     main business of the partnership is the production, distribution and screening of cinematographic films.

     Financial performance(1)

     The summary of financials of Aquarius Transnational for Fiscals 2010, 2009 and 2008 are as follows:

                                                                                                                              (Rs. in million)
       Particulars                                                                    For the period ended March 31,
                                                                     2010                          2009                     2008
       Income/Sales                                                     0                          NIL                       NIL
       Profit (Loss) after Tax                                       (0.37)                       (0.36)                    (0.38)

     (1)
                     As per section 44AB of Income Tax Act, 1961, firm is not required to audit its financial statements.

     Aquarius Transnational has been running at a loss for the last three Financial Years.

     None of the companies forming part of our Group Companies is a sick company under the meaning of SICA
     and none of them are under winding up. Except as stated in the section titled “Risk Factors” on page xii of this
     Draft Red Herring Prospectus, there are no adverse factors related to our Group Companies in relation to losses
     incurred by them in the immediately preceding three years prior to the filing of this Draft Red Herring
     Prospectus. Further, all our Group Companies are unlisted companies and they have not made any public issue
     (including rights issue) of securities in the preceding three years.

           Defunct Group Companies

           Except for World Sports Nimbus SA (Pty) Ltd which was deregistered with effect from July 25, 2008 with
           Companies and IP Registration Office, South Africa as company under the laws of South Africa, none of
           our Group Companies remain defunct or made application to the Registrar of Companies for striking off
           the name of the company, during the five years preceding the date of filing the Draft Red Herring
           Prospectus with SEBI. None of our Group Companies fall under the definition of sick companies and no
           applications have been made in this regard.

           Companies with which the Promoters have disassociated in the last three years

           The Promoters have not disassociated themselves from any company/ firm during preceding three years,
           except for Nirvana Television Limited and Nimbus Home Entertainment Private Limited on account of
           corporate restructuring within the group. These aforesaid companies are now the Subsidiaries.

           Conflict of Interest

           Most of our Promoter Group entities and Group Companies as enlisted in the section above are engaged in
           the business of media and entertainment. We have not entered into a non-compete agreement with our
           Promoters, and certain of our Promoter Group entities and Group Companies which are involved in media
           and entertainment activities.

           Business Interests

           Our Company is promoted by our Promoters in order to pursue media and entertainment business. Our
           Promoters are interested in our Company to the extent of their shareholding in our Company and the
           dividend declared, if any, by our Company.

           We have not entered into a non-compete agreement with our Promoters and certain of our Promoter Group
           entities and Group Companies which are involved in media and entertainment activities
                                                                        138
Confirmations by the Promoters

Our Promoters including members of Promoter Group and our Group Companies have confirmed that they
have not been detained as willful defaulters by the RBI or any other Governmental authority and there are
no violations of securities laws committed by them in the past or are pending against them and none of our
Promoters including Promoter Group and our Group Companies have been restricted from accessing the
capital markets for any reasons, by SEBI or any other authorities.

Nature and Extent of Interest of Group Companies

(a) In the promotion of the Company

None of our Group Companies have any interest in the promotion of our Company.

(b) In the properties acquired or proposed to be acquired by the Company in the past two years before
filing the Draft Red Herring Prospectus with SEBI

None of our Group Companies have any interest in the properties acquired or proposed to be acquired by
the Company in the past two years before filing the Draft Red Herring Prospectus with SEBI.

(c) In transactions for acquisition of land, construction of building and supply of machinery

None of our Group Companies have any interest for acquisition of land, construction of building and
supply of machinery.

Common Pursuits amongst the Group Companies, Subsidiaries and joint ventures with our
Company

Several of our Group Companies and associates are engaged in media and entertainment sector.

Business Interest of Group Companies, Subsidiaries and joint ventures in our Company

None of our Group Companies, Subsidiaries and joint ventures has any business interest in our Company.

Shareholding of Group Companies, Subsidiaries and joint ventures in our Company

None of our Group Companies, Subsidiaries and joint ventures holds any Equity Shares in our Company.

Sale/Purchase between Group Companies, Subsidiaries and joint ventures

For details see section titled “Related Party Transactions” on page 140 of this Draft Red Herring
Prospectus.

Payment of benefits to our Group Companies, Subsidiaries and joint ventures during the last two
years

Except as stated in the section “Related Party Transactions” on page 140 of this Draft Red Herring
Prospectus, there has been no payment of benefits to Group Companies since the date of incorporation of
our Company.

Related Party Transactions within the Group Companies, Subsidiaries and joint ventures and
Significance on the Financial Performance of our Company

For details see section titled “Related Party Transactions” on page 140 of this Draft Red Herring
Prospectus.




                                              139
                                               Related Party Transactions

For details on related party transactions of our Company on an unconsolidated and consolidated basis, see section
titled “Financial Statements” beginning on page 142 of this Draft Red Herring Prospectus.




                                                      140
                                                     Dividend Policy

The declaration and payment of dividend on our Equity Shares will be recommended by the Board of Directors and
approved by the shareholders of our Company and in accordance with the provisions of the Companies Act.
Generally, the factors that may be considered by the Board before making any recommendations for the dividend
include the results of operations, earnings, capital requirements and surplus, general financial conditions, contractual
restrictions, applicable Indian legal restrictions, applicable taxes on dividend in hands of recipients including
dividend distribution tax payable by our Company and other factors considered relevant by our Board. Our
Company has no stated dividend policy. Further, pursuant to the terms of the term loans obtained by our Company,
prior written consent of the lenders of our Company is required to pay any dividends. The Board may also from time
to time pay interim dividend. All dividend payments are made in cash to the shareholders of our Company.
The dividends declared by our Company in fiscals 2006, 2005, 2004, 2003 and 2002 are specified below:

                                                                                Year ended March 31,
 Particulars                                                2006         2005          2004        2003         2002
                                                         64,929,55     40,623,61     40,566,41   40,479,11    40,380,81
 Number of Equity Shares of face value of Rs.10              2             4             4           4            4
 Rate of Dividend on Equity Shares (%)
 Interim                                                     -             -             -              -         -
 Final                                                      7.5           7.5           7.5            7.5        5
 Amount of Dividend on Equity Shares (Rs. in
 million)
 Interim                                                     -            -              -           -            -
 Final                                                     21.19        15.21          15.20       15.15        9.46

Our Company has not paid any dividend after 2006.

Future dividends will depend upon our revenues, cash flows, fiscal conditions and other factors. The amounts paid
as dividends in the past are not necessarily indicative of the Company’s dividend policy in the future. See also Risk
Factor titled “We have not paid dividends since Fiscal 2006 and any material adverse effect on our future
earnings, financial condition, cash flows will affect our ability to pay dividends in the future” on page xxvi of this
Draft Red Herring Prospectus.




                                                          141
                       SECTION V - FINANCIAL INFORMATION

                                Financial Statements



DETAILS                                                 PAGE NOS.


AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL
STATEMENTS OF OUR COMPANY                               F-1 TO F-56


AUDITORS’ REPORT ON STANDALONE FINANCIAL
                                                       F- 57 TO F-101
STATEMENTS OF OUR COMPANY


AUDIT REPORT ON THE RESTATED FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION             F-102 TO F-129
OF NEO SPORTS BROADCAST PRIVATE LIMITED




                                        142
       AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS OF OUR COMPANY



To,
The Board of Directors
Nimbus Communications Limited
Nimbus Centre, Oberoi Complex
Andheri West
Mumbai 400 053
India

Dear Sirs,

1.       In connection with the proposed Initial Public Offer (the “IPO”) of Equity Shares of Nimbus Communications
         Limited (the “Company”) and in terms of our engagement letter dated August 27, 2010, we have examined the
         Restated Consolidated Summary Statements (as defined in paragraph 4 below) of the Company, its subsidiaries,
         and its jointly controlled entities (the Company, its subsidiaries and jointly controlled entities collectively
         referred to herein as the “Group”) as at and for the years ended March 31, 2010, 2009, 2008, 2007 and 2006
         annexed to this report and initiated by us for the purpose of identification.

2.       The Restated Consolidated Summary Statements is the responsibility of the Company and has been prepared in
         accordance with the requirement of :

         a.   Paragraph B of Part II of Schedule II of the Companies Act, 1956, (the “Act”);and

         b.   the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations
              2009 (the “ICDR Regulations”), notified by Securities and Exchange Board of India (“SEBI”) on August
              26, 2009 and amendments thereto, in pursuance of section 11A (1) (a) of the Securities and Exchange
              Board of India Act, 1992.

 3.      Our examination was conducted in accordance with the applicable generally accepted auditing standards
         (“GAAS”) framework in India prescribed by the Institute of Chartered Accountants of India (“ICAI”).

Restated Consolidated Summary Statements:

 4.      In accordance with requirements of Part II (B) of Schedule II of the Act and the ICDR Regulations and terms of
         our engagement agreed with you, we have examined:

         i.   the “Statement of Restated Consolidated Assets and Liabilities” of the Group as at March 31, 2010, 2009,
              2008, 2007 and 2006 (Annexure I);
        ii.   the “Statement of Restated Consolidated Profits and Losses” of the Group for each of the years ended
              March 31, 2010, 2009, 2008, 2007 and 2006 (Annexure II); and
       iii.   the “Statement of Restated Consolidated Cash Flows” of the Group for each of the years ended March 31,
              2010, 2009, 2008, 2007 and 2006 (Annexure III).

         together referred to as “Restated Consolidated Summary Statements”

5.       These Restated Consolidated Summary Statements have been extracted from audited consolidated financial
         statements of the Group as at and for each of the year ended March 31, 2010, 2009, 2008, 2007 and 2006, which
         have been approved by the Board of Directors, and audited by us.

         We further state that in the Restated Consolidated Summary Statements:

         a.   We did not audit the financial statements of the Company for the years ended March 31, 2008, 2007 and
              2006, which have been audited by M/s Deloitte Haskins & Sells, Mumbai, Chartered Accountants
              (Registration No.117366W), being the auditors of the Company in those years.
                                                          F-1
   b.   We did not audit the restated financial statements of Nimbus Sport International Pte. Ltd. (NSI), Singapore,
        the wholly owned step down subsidiary of the Company, and the financial statements of three subsidiaries
        viz. Nimbus Communications Ltd. -British Virgin Island (for the years ended March 31, 2010, 2009 and
        2008), Nimbus Media Pte. Ltd., Singapore, and Nimbus Communications Worldwide Ltd., Mauritius.
        These financial statements restated or otherwise have been audited by other auditors, whose reports have
        been furnished to us and, our opinion, in so far as it relates to the amounts included in respect of these
        subsidiaries, is based solely on the report of the other auditors. These financial statements restated or
        otherwise reflect the following information as considered in the Restated Consolidated Summary
        Statements:

                                                                                                (Rs.in Million)
                                                      As at and for the financial years ended March 31,
            Particulars
                                            2010            2009             2008             2007             2006
Total assets (net of current
liabilities and provisions)                 415.60        158.43           374.53            506.00          (109.36)
Total Revenues                             2,078.56       2139.43          1901.85           1232.07         1093.16
Net cash inflow / (outflow)                  88.64        (79.19)          (71.19)           162.12           42.39


   c.   We did not audit the financial statements for the years ended March 31, 2007 and 2006 of the subsidiary
        Nimbus Communications Ltd. -British Virgin Island. These financial statements have been reviewed by
        other auditor, whose reports have been furnished to us and, our opinion, in so far as it relates to the amounts
        included in respect of this subsidiary, is based solely on the report of the other auditor. These financial
        statements reflect the following information as considered in the Restated Consolidated Summary
        Statements:

                                                                                               (Rs. in Million)
                                                       As at and for the financial years ended March 31,
               Particulars
                                                             2007                                   2006
Total assets (net of current liabilities
                                                             (0.08)                                 0.17
and provisions)
Total Revenues                                                Nil                                    Nil
Net cash inflow / (outflow)                                  0.30                                   0.49

   d.   We did not audit the restated financial statements of Neo Sports Broadcast Private Limited (Neo)
        (incorporated on March 17, 2006 as a wholly owned subsidiary of Zenith Sports Pvt. Ltd. and became a
        jointly controlled entity effective March 27, 2006). These restated financial statements have been audited
        by other auditor, whose reports have been furnished to us and, our opinion, in so far as it relates to the
        amounts included in respect of this subsidiary / jointly controlled entity, is based solely on the report of the
        other auditor. These restated financial statements reflect the following information as considered in the
        Restated Consolidated Summary Statements:
                                                                                                (Rs. in Million)
                                                 As at and for the financial years ended March 31,
          Particulars
                                      2010            2009                2008               2007             2006

Total assets (net of current
                                    876.14            695.41             860.70            874.45            21.48
liabilities and provisions)
Total Revenues                     1979.84            1252.54           1819.23            756.37            315.60
Net cash inflow / (outflow)        (271.86)           326.27            (478.33)           502.58             0.05

   e.   The auditors of Nimbus Sport International Pte. Ltd. (NSI), Singapore and Neo Sports Broadcast Private
        Limited (Neo) referred to in paragraph 5.b and 5.d above, have also confirmed that the restated financial
        statements have been made after incorporating;


                                                       F-2
         (a) adjustments, if any, for the changes in accounting policies to reflect the same accounting treatment as
             per changed accounting policy for all the reporting periods;

         (b) adjustments of the material amounts in the financial year to which they relate;

         (c) adjustments for qualifications where amounts are ascertainable;

         and there are no extraordinary items that need to be disclosed separately.


6.   Based on our examination of these Restated Consolidated Summary Statements and also as per the reliance
     placed on the report submitted by the auditors of the subsidiaries / jointly controlled entity referred to in
     paragraph 5.b to 5.d above, we state that:

     A. The “Restated Consolidated Summary Statements” have to be read in conjunction with the “Principles of
        Consolidation, Significant Accounting Policies and Notes to the Restated Consolidated Summary
        Statements” (Annexure IV);

     B. The “Restated Consolidated Summary Statements” reflect the retrospective effect of significant accounting
        policies adopted by the Group as at and for the year ended March 31, 2010;

     C. The restated profits / losses have been arrived at after charging all expenses including depreciation and
        after making such adjustments and regroupings, as in our opinion are appropriate, in the year to which they
        relate;

     D. There are no extraordinary items that need to be disclosed separately in the Restated Consolidated
        Summary Statements.

     E. The qualifications in the Auditors’ Report requiring adjustment have been given effect to in the “Restated
        Consolidated Summary Statements”.


     F. (a) The Auditors of the Company have without qualifying their opinion drawn attention to the following
        matters in the Auditors Report for the respective years:-

             (i) For the years ended March 31, 2010, 2009, 2008 and 2007:

                  Refer Note III.B of Annexure IV. As explained in the said Note, the Company has made long term
                  investment in Neo Sports Broadcast Private Limited (“Neo”) of Rs. 2279.70 million (net of the
                  Group’s share). Further, the Company has also granted loan (net of the Group’s share) of Rs.
                  51.69 million as at March 31, 2010, Rs. 48.94 million as at March 31, 2009, Rs. 46.52 million as
                  at March 31, 2008 and Rs. 43.29 million as at March 31, 2007 to Zenith Sports Pvt. Ltd and Rs.
                  3,025.43 million (net of subsequent realisations and net of the Group’s share) is due as at March
                  31, 2010 from Neo. The recoverability of these amounts is dependent upon Neo being able to
                  realise its business plans and projection. For the reasons stated in the said Note, the management
                  of the Company is of the view that there is no diminution, other than temporary, in the value of
                  investment in Neo and the loan given to ZSPL is good and fully recoverable and the amount due
                  from Neo towards Media Rights Fees will be realised in due course and hence, no provision has
                  been considered necessary by the Company

             (ii) For the years ended March 31, 2010 and 2009:

                  Refer Note III.G.2 of Annexure IV. As stated in the Note, the remuneration paid to directors for
                  the year ended March 31, 2009 had exceeded the limit prescribed under Section 309 of the
                  Companies Act, 1956 by Rs. 2.76 million. The Company’s application for its waiver is pending
                  with the Central Government.

                                                       F-3
              (b) The Auditors of Nimbus Sports International Pte. Ltd (NSI) have without qualifying their opinion
                  drawn attention to the following matters in the Auditors Report on the restated financial statements of
                  NSI referred to in 5(b) above:-

                  (i) Refer Note III.A.1 of Annexure IV, regarding exposure to income taxes in different jurisdictions.
                      Significant judgment is involved in determining the provision for income taxes. There are certain
                      transactions and computations for which the ultimate tax determination is uncertain during the
                      ordinary course of business. The NSI recognizes liabilities for expected tax issues based on
                      estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
                      different from the amounts that were initially recognised, such differences will impact the income
                      tax and deferred tax provisions in the period in which such determination is made.

                  (ii) Refer Note III.A.2 of Annexure IV, there are outstanding tax queries from the Singapore Tax
                       Authorities on the rights fees expense in the income statement and NSI’s compliance with the
                       withholding tax provisions of the Income Tax Act. In addition, there are also tax queries on the
                       NSI's income recognition and residency status. Up to the date of the Auditors' Report (i.e. July 30,
                       2010), IRAS has neither responded to the NSI's replies, nor made any assessment. Accordingly,
                       the quantum of withholding tax provisions and/or income tax provision, if any, cannot be reliably
                       estimated.

                  (iii) For the years ended March 31, 2010 and 2009:

                      Refer Note III.C.2 of Annexure IV, relating to cases where debts as at March 31, 2010 aggregating
                      Rs. 33.43 million (As at March 31, 2009 Rs. 31.23 million), are due and NSI has filed Notice of
                      arbitration.

                  (iv) For the year ended March 31, 2010 :

                      Refer Note III.D.3 of Annexure IV, relating to negotiation of material reduction of right costs by
                      Rs. 684.13 million for matches conducted during the year, which has been confirmed by a letter
                      from the Acting Chief Executive Officer of the sports federation subject to the signing of an
                      addendum agreement, which is pending as on the date of the Auditors’ Report (i.e. July 30, 2010).


Consolidated Other Financial Information:

7.   We have also examined the following Consolidated Other Financial Information (restated) of the Company for each
     of the years ended March 31, 2010, 2009, 2008, 2007 and 2006, which is proposed to be included in the Draft Red
     Herring Prospectus (DRHP), as approved by the Board of Directors of the Company and annexed to this report:-

     (i)      Principles of Consolidation, Significant Accounting Policies and Notes to the Restated Consolidated
              Summary Statements for each of the years ended March 31, 2010, 2009, 2008, 2007,and 2006 (Annexure
              IV);
     (ii)     Details of Consolidated Secured Loans and Unsecured Loans as at March 31, 2010, 2009, 2008, 2007, and
              2006 (Annexure V);
     (iii)    Details of Consolidated Sundry Debtors as at March 31, 2010, 2009, 2008, 2007, and 2006 (Annexure VI);
     (iv)     Details of Consolidated Loans and Advances as at March 31, 2010, 2009, 2008, 2007, and 2006 (Annexure
              VII);
     (v)      Details of Consolidated Investments as at March 31, 2010, 2009, 2008, 2007, and 2006 (Annexure VIII);
     (vi)     Details of Consolidated Current Liabilities & Provisions as at March 31, 2010, 2009, 2008, 2007, and 2006
              (Annexure IX);
     (vii)    Details of Consolidated Dividend and Other Income for each of the years ended March 31, 2010, 2009,
              2008, 2007,and 2006 (Annexure X);
     (viii)   Details of Consolidated Dividend paid for each of the years ended March 31, 2010, 2009, 2008, 2007,and
              2006 (Annexure XI);
     (ix)     Consolidated Statement of Accounting Ratios for each of the years ended March 31, 2010, 2009, 2008,
              2007,and 2006 (Annexure XII);
                                                           F-4
     (x)      Capitalisation Statement as at March 31, 2010 (Annexure XIII);
     (xi)     Statement of Reconciliation of Consolidated Profits / Losses for each of the years ended March 31, 2010,
              2009, 2008, 2007,and 2006 (Annexure XIV);
     (xii)    Consolidated Statement of Contingent Liabilities and Capital Commitment as at March 31, 2010, 2009,
              2008, 2007, and 2006 (Annexure XV);
     (xiii)   Details of Related Party Disclosure for each of the years ended March 31, 2010, 2009, 2008, 2007,and
              2006 (Annexure XVI);

     together referred to as “Consolidated Other Financial Information”

8.   In our opinion, the Restated Consolidated Summary Statements and Consolidated Other Financial Information
     (restated) mentioned in paragraph (4) & (7) above, read with significant accounting policies and notes as annexed to
     this report, and after making such adjustments as are considered appropriate, and read with our comments in
     paragraph 6(F) above have been prepared in accordance with Part II (B) of Schedule II of the Act and the ICDR
     Regulations.

9.   This report should not, in any way, be construed as a reissuance or re-dating of any of the previous audit reports nor
     should this be construed as a new opinion on any of the financial statements referred to herein.

10. This report is intended solely for your information and for inclusion in the DRHP in connection with the proposed
    IPO of Company and is not to be used, referred to or distributed for any other purpose without our prior written
    consent.

                                                                          For Deloitte Haskins & Sells
                                                                          Chartered Accountants
                                                                          (Registration No. 117365W)




                                                                          U.M.Neogi
                                                                          Partner
                                                                          Membership No. 30235

Place: Mumbai
Date: September 27, 2010




                                                           F-5
NIMBUS COMMUNICATIONS LIMITED

ANNEXURE I : STATEMENT OF RESTATED CONSOLIDATED ASSETS AND LIABILITIES
                                                                                                                                          (Rupees in Million)
                                                                                                           As at
     Particulars                                                   March 31,          March 31,           March 31,          March 31,          March 31,
                                                                     2006               2007                2008               2009              2010
 A   Fixed Assets
     Gross Block                                                          911.21           1,077.16           2,617.67            2,665.19          1,405.52
     Less : Depreciation/ Amortisation                                    718.09             836.35           1,700.27            1,901.05            800.34
     Net Block                                                            193.12             240.81             917.40              764.14            605.18
     Less : Revaluation Reserve                                             6.72               6.38             472.89              445.79            420.24
     Net Block After Adjustment for Revaluation Reserve                   186.40             234.43             444.51              318.35            184.94

     Capital Work in Progress                                              98.36              34.91              15.89                0.59              0.94
                                                                          284.76             269.34             460.40              318.94            185.88

 B   Goodwill on Consolidation                                             12.77              12.77              12.77               12.77             12.77

 C   Investments                                                            1.68           2,415.05           2,281.38            2,281.38          2,788.95

 D   Deferred Tax Assets (Net)                                              4.31              17.65                   -               2.14             29.76

 E   Current Assets, Loans and Advances
     Inventories                                                           25.96              34.65               6.50                9.65              9.11
     Sundry Debtors                                                     1,567.42           1,249.54           2,296.82            3,397.70          5,372.72
     Cash and Bank Balances                                             1,077.49           4,500.64           1,536.95            2,618.52          4,472.72
     Loans and Advances                                                   440.24             873.09           1,297.88              656.93            989.47
     Other Current Assets                                                   1.89              16.12               2.04               32.19             84.16
     Total                                                              3,113.00           6,674.04           5,140.19            6,714.99         10,928.18
                                                                        3,416.52           9,388.85           7,894.74            9,330.22         13,945.54

 F   Liabilities and Provisions
     Secured Loans                                                        399.89           1,541.50             780.84            2,585.91          3,316.52
     Unsecured Loans                                                       91.05           5,517.97           5,788.64            6,527.08          2,477.21
     Deferred Tax Liabilities (net)                                            -                  -               6.24                   -                 -
     Current Liabilities                                                  857.83           1,157.65           1,263.56            1,252.11          3,503.47
     Provisions                                                            88.14              58.63              57.26               60.78            174.83
     Total                                                              1,436.91           8,275.75           7,896.54           10,425.88          9,472.03

 G   Preference Shares issued by Jointly Controlled Entity                      -                   -                 -                   -             1.69
 H   Equity warrants issued by Jointly Controlled Entity                        -                   -                 -                   -             3.27

     Net Worth (A+B+C+D+E-F-G-H)                                        1,979.61           1,113.10              (1.80)         (1,095.66)          4,468.55

 I   Represented by
     Share Capital
        - Equity Shares                                                   324.65             326.06             326.06              326.06            615.02
        - Preference Shares                                                    -                  -                  -                2.18                 -
     Stock Option Outstanding                                                  -                  -               5.65                4.27              4.24
                                                                          324.65             326.06             331.71              332.51            619.26
     Reserves and Surplus
        - Securities Premium                                            2,008.31            1,948.49           1,948.49           2,040.87           8,786.61
        - Capital Redemption Reserve                                        0.55                 0.55              0.55               0.55               0.55
        - Capital Reserve On Consolidation                                  7.35                 7.35              7.35               7.35               7.35
       - Foreign Exchange Reserve On Consolidation                          1.24               (9.75)           (48.57)              81.48              34.01
        - General Reserve                                                   0.80                 0.80              1.03               1.03               1.03
        - Revaluation Reserve                                               6.72                 6.38            472.89             445.79             420.24
        - Profit and Loss Account                                       (363.29)          (1,160.40)         (2,242.36)         (3,559.45)         (4,980.26)

     Less: Revaluation Reserve                                              6.72                6.38             472.89              445.79           420.24
     Reserves and Surplus (Net of Revaluation Reserve)                 1,654.96               787.04           (333.51)          (1,428.17)         3,849.29
     Net Worth                                                         1,979.61             1,113.10              (1.80)         (1,095.66)         4,468.55
     Note:
     The above statement should be read together with Principles of Consolidation, Significant Accounting Policies and Notes to the
     Restated Consolidated Summary Statements- Annexure IV.




                                                                             F-6
ANNEXURE II : STATEMENT OF RESTATED CONSOLIDATED PROFITS AND LOSSES
                                                                                                                                                              (Rupees in Million)
                                                                                                                    Year ended
                           Particulars                                    March 31, 2006       March 31, 2007      March 31, 2008       March 31, 2009           March 31, 2010
Income
Sales and Services
Airtime Sales (net)                                                                 612.77              973.19               820.09               392.41                  347.94
Income from Sports Rights                                                         1,248.97            2,083.16             3,808.29             3,833.52                4,421.50
Ad Sales Broadcasting                                                                    -              389.23             1,092.24               775.62                1,345.06
Distribution Revenue Broadcasting                                                        -              335.50               239.92               459.58                  495.36
Production Fees                                                                     231.25              375.26               545.33               421.42                  666.90
Sports Services Income                                                               58.29              272.96               164.16                25.46                   49.29
Income from Film Rights (Acquired)                                                   11.09               74.29                69.41                    -                       -
Income from Motion Picture Produced                                                      -               12.11                14.10                    -                       -
Income from assignment of Television Programme Rights                                 5.46                1.95                 0.94                 0.32                    4.61
Disks Sales/ Rental Income                                                               -                   -                 0.55                 1.44                    2.43

Total                                                                             2,167.83            4,517.65             6,755.03             5,909.77                7,333.09

Other Income                                                                        339.45              234.02               295.81               697.50                  354.65
Increase/(Decrease) in Air Time Inventory                                             2.52               10.84                (7.68)                3.16                   (0.54)
Total Income                                                                      2,509.80            4,762.51             7,043.16             6,610.43                7,687.20

Expenditure
Cost of Sports Rights                                                             1,903.10            3,272.77             5,642.03             5,252.54                6,834.24
Marketing Rights and Telecast Costs                                                 322.97              907.40               677.98               238.38                  330.52
Production Expenses                                                                 188.01              405.30               559.57               498.43                  526.46
Marketing Expenses                                                                   23.52              111.34                86.65                59.01                   37.34
Payments to and Provision for Employees                                              44.84               97.91               154.41               187.67                  160.85
Interest and Other Financial Charges                                                 37.76              186.63               204.43               432.53                  583.12
Administrative and Other Expenses                                                   143.19              351.21               341.33               577.88                  314.23
Depreciation/Amortisation (Net)                                                      84.17              133.11               803.98               242.56                  428.40
                                                                                  2,747.56            5,465.67             8,470.38             7,489.00                9,215.16

(Loss) before Tax and Restatement Adjustments                                     (237.76)             (703.16)          (1,427.22)             (878.57)               (1,527.96)
Provision for Tax
- Current Tax (* Net of MAT Credit)                                                   3.15               18.21                22.50              * 45.49                   165.47
- Deferred Tax                                                                       16.10               22.97                60.93              (22.35)                 (113.42)
- Fringe Benefit Tax                                                                  1.77                1.20                 1.88                 2.37                        -
- Wealth Tax                                                                          0.01                   -                    -                    -                        -
- Short provision for Income Taxin respect
of earlier years                                                                         -               12.25                28.39                    1.39                24.97
- Short provision for Fringe Benefit Tax for
an earlier year                                                                          -                    -                    -                   0.25                 0.21
- Deferred tax relating to Short provision for tax for
an earlier year                                                                          -                    -             (26.49)                       -                     -
                                                                                                              -
(Loss) After Tax before Restatement Adjustments (a)                               (258.79)             (757.79)          (1,514.43)             (905.72)               (1,605.19)

Adjustments in terms of Paragraph IX (B)(9) (a) to (d) of Part A of
Schedule VIII of the ICDR Regulations
- Restatement Adjustments (b)                                                      (86.16)              (56.09)              389.84             (378.05)                  248.72
- Restatement Adjustments relating to Current Tax / Fringe
 Benefit Tax/ Deferred Tax (c)                                                     (20.56)                 6.66                5.18              (19.65)                    17.74
- Deferred Tax Impact of Restatement Adjustments(d)                                (12.54)              (10.11)             (37.45)                13.67                    85.20
Net Profit / (Loss) After Restatement Adjustments (a+b+c-d)                       (352.97)             (797.11)          (1,081.96)           (1,317.09)               (1,423.93)
Balance Brought Forward from Previous Year                                           14.39             (363.29)          (1,160.40)           (2,242.36)               (3,559.45)
Minority Contribution on dilution of Group Interest                                      -                    -                   -                    -                     3.12
Balance Available for Appropriations                                              (338.58)           (1,160.40)          (2,242.36)           (3,559.45)               (4,980.26)
Appropriations
Dividend                                                                             21.19                    -                   -                    -                        -
Dividend Tax                                                                          2.97                    -                   -                    -                        -
Transfer to Capital Redemption Reserve                                                0.55                    -                   -                    -                        -
Balance carried forward                                                           (363.29)           (1,160.40)          (2,242.36)           (3,559.45)               (4,980.26)

Note:
The above statement should be read together with Principles of Consolidation, Significant Accounting Policies and Notes to the Restated Consolidated
Summary Statements- Annexure IV.




                                                                                       F-7
ANNEXURE III : CONSOLIDATED RESTATED STATEMENT OF CASH FLOWS                                                                            (Rupees in Million)
                                             Particulars                                                                 Year Ended
                                                                                                    March 31,      March 31,    March 31,      March 31,
                                                                                                     2007           2008           2009           2010
A. Cash Flow from Operating Activities :

Net Loss before Taxation after restatement adjustments                                                 (759.25)     (1,037.38)     (1,256.62)     (1,279.24)
Adjustments for :
     Depreciation / Amortisation (net)                                                                  144.77          864.90        182.39         134.19
     Interest Income                                                                                    (44.21)       (169.90)      (127.13)       (102.88)
     Dividend Income                                                                                    (59.93)          (4.07)        (6.99)         (3.50)
     Credit balances no longer payable, written back                                                     (0.01)          (0.32)      (58.65)          (3.06)
     Interest expense                                                                                   147.43          105.00        309.45         309.79
     Employee compensation expenses                                                                           -            1.95          1.00           0.89
     (Profit)/Loss on redemption of Mutual Fund held as current investments                                   -            0.32             -         (0.04)
     Bad Debts written off                                                                                99.61           17.55        23.44            3.02
     Advances/ Deposits written off                                                                        7.81            2.81        14.98            2.37
     Provision for Doubtful Debts (net)                                                                  (7.24)            8.65        32.54           57.76
     Provision for Doubtful Advances                                                                          -            3.51             -          13.55
     Air Time Inventory written Off                                                                        2.15           20.48             -              -
     Capital Work in Progress relating to Television Programmes and Motion Pictures, written off           4.36            5.40          3.21              -
     (Profit)/Loss on sale/write off of Fixed Assets (net)                                                    -        (49.79)           1.86         (1.75)
     Unrealised foreign Exchange (gain)/loss (net)                                                         0.46            1.14        (0.96)          10.40

    Operating Loss before Working Capital Changes                                                      (464.05)       (229.75)      (881.48)       (858.50)
Adjustments for changes in Assets and Liabilities :-

    Inventories                                                                                         (10.84)           7.67          (3.15)          0.54
    Sundry Debtors                                                                                       221.88     (1,087.03)     (1,113.94)     (2,061.72)
    Loans and Advances                                                                                 (414.15)       (327.85)         690.36       (345.90)
    Current Liabilities                                                                                  257.71          93.88          97.68       2,233.51
    Provisions                                                                                             3.30           2.17            3.83          1.60
    Compensated Absences/ Gratuity transitional liability adjusted in General Reserve                         -           0.35               -             -
Cash used in operations                                                                                (406.15)     (1,540.56)     (1,206.70)     (1,030.47)

Less : Income Taxes (including Fringe Benefit Tax ) paid (net)                                          (90.24)       (136.57)        (92.61)        (79.56)
Net Cash used in Operating Activities (A)                                                              (496.39)     (1,677.13)     (1,299.31)     (1,110.03)

B. Cash Flow from Investing Activities
Payments for acquisition of Fixed Assets(after adjustment of Increase/decrease in Capital work in
progress and advances for capital expenditure)                                                         (133.93)     (1,074.47)        (47.57)        (42.55)
Sale of Fixed Assets                                                                                          -          62.89           1.38          43.37
Purchase of Current Investments in Mutual Funds                                                      (6,500.02)     (1,083.38)     (1,957.43)     (4,007.09)
Sale of Current Investments in Mutual Funds                                                            6,366.35       1,216.73       1,957.43       3,499.56
Investments in Joint Venture !                                                                       (2,279.70)              -              -              -
Interest Received                                                                                         29.98         183.98          96.98          50.91
Dividend Received                                                                                         59.93           4.07           6.99           3.50
Net Cash from / (used in) Investing Activities(B)                                                    (2,457.39)       (690.18)          57.78       (452.30)

C. Cash Flow from Financing Activities

Proceeds from issue of shares(including Securities Premium)                                               55.20              @             *-     $1,262.98
 Preference Shares and Equity warrants issued by Jointly Controlled Entity                                     -               -            -         311.65
Minority Contribution on dilution of Group Interest                                                           -                -            -            3.12
Expenses relating to issue of shares                                                                   (82.61)                -        (2.84)          (2.05)
Repayments of Vehicle Loans                                                                              (1.60)          (1.51)        (1.25)          (0.17)
Repayment of Short Term Loans from Banks                                                              (252.34)      (1,362.78)      (740.48)      (2,526.37)
Proceeds from Short Term Loans from Banks                                                             1,350.00          620.57      2,526.37        3,282.92
Proceeds from /(Repayment) of Working Capital Loan (Net)                                                  45.55        (16.94)         20.43         (25.77)
Proceeds from Unsecured Loans                                                                         5,464.90          272.42        935.76        2,317.00
Repayment of Unsecured Loans                                                                           (37.98)           (1.75)      (99.92)        (996.01)
Dividend Paid                                                                                          (21.19)                 -            -               -
Dividend Tax paid                                                                                        (2.97)                -            -               -
Interest paid                                                                                         (140.03)        (106.39)      (314.97)        (210.77)
Net Cash from / (used in) Financing Activities (C)                                                    6,376.93        (596.38)      2,323.10        3,416.53

Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C)                                        3,423.15      (2,963.69)      1,081.57       1,854.20

Cash and Cash Equivalents as at the beginning of the year                                             1,077.49        4,500.64      1,536.95       2,618.52
Cash and Cash Equivalents as at the end of the year                                                   4,500.64        1,536.95      2,618.52       4,472.72

                                                                                     F-8
Notes:
1. The Cash flow has been prepared under the "Indirect Method" as set out in Accounting Standard 3 - Cash Flow Statements.

2. The above statement should be read together with Significant Accounting Policies and Notes to Consolidated Restated Summary Statements.

3. ! The entire purchase consideration is discharged by means of cash.

4    (i) * Excludes 217,965 preference shares of Rs. 10 each issued at a premium of Rs. 436.86 to the founder director by adjustment of the part of the loan Rs. 97.40
         million being a non cash transaction.
    (ii) $ Excludes 28,626,495 equity shares of Rs. 10 each issued on conversion of the Compulsorily Convertible Preference Shares and Compulsorily Convertible
         Debentures being non cash transactions.

5. The Company has prepared the consolidated financial statements for the first time for the year ended March 31, 2006. Accordingly in the absence of consolidated
   financial statements for the year ended March 31, 2005, it is not practicable for the Company to prepare the consolidated cash flow for the previous year ended March
   31, 2006and consequently the Company has not prepared and presented the Consolidated Restated Statement of Cash Flows for the year ended March 31, 2006.

6. Cash and cash equivalents include:

                                                                                                                                                     (Rupees in Million)
                                                                                                                                      As at
                                             Particulars                                                  March 31,       March 31,           March 31,     March 31,
                                                                                                           2007            2008                2009          2010
Cash on Hand                                                                                                    0.31            0.14                1.43          1.51
Balances with Scheduled Banks
- On Current Accounts #                                                                                        616.77           901.58          1,147.01         699.63
- In Margin Accounts                                                                                                -                -                 -         392.50
- In Deposit Accounts £                                                                                      3,883.56           635.23          1,470.08        3379.08
Total cash and cash equivalents                                                                              4,500.64         1,536.95          2,618.52        4472.72


# Including balances in escrow accounts                                                                        242.41            47.66            504.98         457.89
£ Includes Deposits kept as margin for bank guarantees                                                       3,522.35           596.67          1,418.09       3,257.67




                                                                                    F-9
ANNEXURE IV: PRINCIPLES OF CONSOLIDATION, SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO THE RESTATED CONSOLIDATED SUMMARY STATEMENTS

1. Principles of Consolidation and Significant Accounting Policies

1 Basis of Consolidation:

    (a) The Restated Consolidated Summary Statements (“Restated CSS”) relate to Nimbus Communications Limited
        (“the Company”), its subsidiary companies and joint ventures. The Company and its subsidiaries constitute “the
        Group”.

    (b) The Restated CSS have been prepared under the historical cost convention except for the revalued fixed assets
        as stated in Note I.3.B below, on an accrual basis in accordance with the generally accepted accounting
        principles (“GAAP”) in India as adopted by the Company and the applicable Accounting Standards, and in the
        manner provided under the Securities and Exchange Board of India (Issue of Capital and Disclosure
        Requirements) Regulations 2009.

    (c) The preparation of the Restated CSS requires the management to make estimates and assumptions that affect the
        reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such
        estimates and assumptions are based on management’s evaluation of relevant facts and circumstances as on the
        date of respective Restated CSS. The differences between the actual results and the estimates are recognised in
        the period in which the results are known / materialize.

2   Principles of Consolidation:

    The Restated CSS have been prepared in accordance with Accounting Standard (AS) 21 on “Consolidated Financial
    Statements” and AS 27 on “Financial Reporting of Interests in Joint Ventures”. The Restated CSS have been
    prepared on the following basis:

    (a) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line
        basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully
        eliminating intra-group balances and intra-group transactions and resulting unrealised profits or losses.

    (b) In case of foreign subsidiary companies, being non integral foreign operations, revenue items are consolidated
        at the average rate of foreign exchange prevailing during the year. All assets and liabilities are translated at the
        exchange rates prevailing at the end of the year. Exchange gains/losses arising on translation are recognised
        under Foreign Currency Translation Reserve.

    (c) Interests in jointly controlled entities have been accounted by using the proportionate consolidation method as
        per AS 27 on “Financial Reporting of Interests in Joint Ventures”. The intra-group balances and intra-group
        transactions and resulting unrealised profits or losses are eliminated to the extent of the Group’s proportionate
        share.

    (d) The Restated CSS have been prepared after making disclosures and adjustments required to be made in
        accordance with the provisions of Paragraph IX (B)(9)(a) to (d) of Part A of Schedule VIII of the Securities and
        Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

    (e) The financial statements of the subsidiary companies and jointly controlled entities used in the consolidation are
        drawn up to the same reporting date as that of the Company except for certain subsidiaries and jointly controlled
        entities as indicated in Table 1A and 1B respectively. Effect has been given to significant transactions between
        the two reporting dates, as indicated in the tables referred above, which have been certified by the management
        of the Company and relied upon by the auditors.




                                                           F-10
(f) The excess of cost of investment in subsidiary companies / jointly controlled entities over the parent’s /
    venturer’s portion of equity on acquisition date is recognised in the Restated CSS as Goodwill. The excess of
    parent’s / venturer’s portion of equity of the subsidiary companies / jointly controlled entities on the acquisition
    date over its cost of investment is treated as Capital Reserve.

(g) Minority interest in the net assets of the consolidated subsidiary companies consists of:

    (i) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and

    (ii) the minorities’ share of movements in equity since the date the Parent-Subsidiary relationship came into
         existence.

    Minority interest’s share of results for the year of the consolidated subsidiaries is identified and adjusted against
    the profit after tax of the Restated CSS. The share of losses applicable to the minority if exceeds the minority
    interest in the equity of the subsidiary company, the excess and any further losses are adjusted against the
    majority interest except to the extent that the minority has a binding obligation to, and is able to, make good the
    losses.




                                                       F-11
Table 1A.             List of subsidiary companies which are included in the Restated CSS

                                                                                                             Percentage of ownership interest (%)
                                                                      Country of            As at            As at         As at         As at                      As at
                  Name of the subsidiary
                                                                     Incorporation         March 31,        March 31,   March 31,      March 31,                   March 31,
                                                                                             2010             2009         2008          2007                       2006
Subsidiaries held directly
Nirvana Television Limited (‘NTL’)                                        India            100.00           100.00           100.00            100.00             100.00
Nimbus Motion Pictures (A.P.) Private Limited (‘NMPAPL’)                  India            100.00           100.00           100.00            100.00             100.00
Nimbus Home Entertainment Private Limited (formerly
known as Nirvana Music Private Limited) (‘NHEPL’)                         India            100.00           100.00           100.00            100.00             100.00
Nirvana Adzone Limited (‘NAL’)                                            India            100.00           100.00           100.00            100.00             100.00
Nimbus Communications Worldwide Limited, Mauritius
(‘NCWL’)                                                               Mauritius           100.00           100.00           100.00*           100.00^^           100.00^^
Nimbus Media Pte Ltd, Singapore (‘NMPL’)                               Singapore           100.00           100.00           100.00            100.00 *           100.00 ^^
Nimbus Communications Ltd -British Virgin Islands
(‘NCL – BVI’)                                                     British Virgin Islands   100.00           100.00           100.00            100.00 * +         100.00 ^^ +
Zenith Sports Private Limited (‘ZSPL’) (formerly known as
Juniper Holdings Private Limited)                                         India            -                -                -                 -                  -#
Nimbus Sports Broadcast Private Limited
(now known as Neo Sports Broadcast Private Limited)                       India            -                -                -                 -                  -#
(‘Neo’) (Incorporated on 17.03.2006)
Subsidiary held indirectly
Nimbus Sport International Pte Ltd., Singapore (formerly
known as World Sport Nimbus Pte. Ltd.) (‘NSI’) $                       Singapore           100.00           100.00           100.00            100.00             100.00*
World Sport Nimbus SA (Pty) Ltd. (‘WSNS’) $$                          South Africa         -                -                100.00            100.00             100.00*

^^ Financial year ends on December 31. However, effect has been given for material transactions or other events that occurred between the reporting date of the
subsidiaries’ financial statements and the date of the Company’s financial statements.
* Financial year extended up to 15 months to end on March 31. However, necessary effect has been given for material transactions or other events occurred during
January 01 to March 31, of the preceding year.
# Ceased to be a subsidiary and became a jointly controlled entity w.e.f. March 27, 2006.
+ Reviewed financial statements used for these years.
$ Became a subsidiary from joint venture w.e.f June 02, 2005.
$$ Became a subsidiary w.e.f. June 02, 2005. WSNS was primarily involved in servicing of sponsors and broadcasters in connection with ICC Cricket World Cup held
in South Africa. The event has since taken place and having served its purpose WSNS has discontinued its operations post Cricket World Cup 2003 and was in the
process of being liquidated during the year ended March 31, 2006, 2007 and 2008. WSNS was deregistered w.e.f. July 25, 2008.


Table 1B.             Interest in Joint Ventures

The interest of the Group in jointly controlled entities:

                                                                                                                Percentage of ownership interest (%)
                                                                           Country of           As at            As at         As at          As at                 As at
                      Name of the Company
                                                                          Incorporation        March 31,        March 31,    March 31,     March 31,               March 31,
                                                                                                 2010             2009          2008          2007                  2006
World Sport Pte. Ltd., Singapore
(Now known as Nimbus Sport International Pte. Ltd., Singapore)
(‘NSI’)                                                                     Singapore                   -                -                 -                  -               -#
World Sport Nimbus SA (Pty) Ltd.
(100% subsidiary of World Sport Pte. Ltd., Singapore, now known as
Nimbus Sport International Pte. Ltd., Singapore) (‘WSNS’)                  South Africa                 -                -                 -                  -             - **
Zenith Sports Private Limited (formerly known as Juniper Holdings
Private Limited) (‘ZSPL’) +                                                    India                49.00            49.00             49.00              49.00            49.00
Neo Sports Broadcast Private Limited (formerly known as Nimbus
Sports Broadcast Private Limited) (‘Neo’) +
[Subsidiary (100% up to April 13,2009, thereafter 99.88%) of ZSPL]             India                48.94            49.00             49.00              49.00            49.00

# Became a subsidiary from joint venture w.e.f. June 02, 2005.
+ Became a joint venture from subsidiary w.e.f. March 27, 2006.
** Became a subsidiary w.e.f. June 02, 2005.




                                                                                  F-12
3.   Significant Accounting Policies

A    Revenue Recognition

     (i)         Revenue from sale of airtime or free commercial time available on various channels for television programmes is
                 recognised when the related advertisement or commercial is telecast.

     (ii)        In respect of film distribution, revenue accruing from the licensing of various rights is recognised on the basis of
                 terms and conditions of licensing and delivery of the film. In case of assignment of exhibition and distribution
                 rights on Minimum Guarantee and Outright basis, the revenue is accounted for contracted Minimum Guarantee /
                 Outright amount and Overflow due, if any.

     (iii)       The revenue from the licensing of various rights in respect of Television/ Entertainment programme is
                 recognised on the basis of terms and conditions of licensing.

     (iv)        The revenue from licensing / marketing of media rights is recognised on the happening of events in terms of
                 agreements at the values determined in accordance with the norms specified in those agreements.

     (v)         Advertising income in respect of broadcasting business is recognised when the related advertisement or
                 commercial is telecast. Further, Distribution revenue (subscription revenue) is recognised on accrual basis in
                 accordance with terms of the respective distribution agreements.

     (vi)        In respect of income from services, the Group recognises the revenue after the services are rendered.

     (vii)       Dividend Income is accounted as and when right to receive dividend is established.

     (viii)      Interest income is accounted on time proportion basis.

     (ix)        Revenue is recognised only when it is reasonably certain that the ultimate collection will be made.

B    Fixed Assets and Depreciation/ Amortisation

     Fixed Assets are stated at cost of acquisition or production or at revalued amounts less accumulated depreciation/
     amortisation and impairment loss, if any. Cost comprises purchase/ acquisition price/ production cost, import duties, taxes
     and any directly attributed cost of bringing the asset to its working condition for its intended use.

     The Movie Rights comprise negative rights and distribution rights of movies and are for a contractually specified mode of
     exploitation, period and territory. In case where multiple rights are acquired for a consolidated amount, cost is allocated to
     each right based on estimates made by the management.

     Assessment of indication of impairment of an asset is made at the balance sheet date and impairment loss, if any, is
     recognised.

     Depreciation/ Amortisation:

     (a)      Tangible Assets:

              Depreciation on fixed assets is provided on written down value method at the rates and in the manner specified in
              Schedule XIV to the Companies Act, 1956.

              In case of revalued assets depreciation is provided on the amount added on revaluation on written down value
              method at the rate arrived on the basis of the estimate of the remaining useful lives of such assets or at the rates
              prescribed in Schedule XIV to the Companies Act, 1956, whichever is higher and is transferred from Revaluation
              Reserve to the Profit and Loss Account.



                                                               F-13
           Leasehold improvements have been amortised over the period of the respective lease agreements.

           Disks procured for the purpose of rental activities are amortised over its estimated useful life of 36 months.

    (b)    Intangible Assets:

           (i)    The cost of Television / Entertainment programmes produced is fully amortised in the year of first telecast.

           (ii)   The cost of Movie Rights / Television / Entertainment programmes acquired is fully amortised in the year of
                  acquisition if the period of rights does not exceed one year. In other cases 80 % of the cost is amortised in the
                  year of acquisition and the balance over the remaining period of rights, not exceeding two years.

           (iii) The cost of Movies produced is amortised 80% in the year of first release and the balance equally over the
                 next two years.

           (iv) The cost of Sports Rights acquired from Board of Control for Cricket in India (BCCI) for three years (re-
                telecast rights - 1st year exclusive and 2nd/3rd year non exclusive) is amortised @ 80% in the year of first
                telecast and the balance 20% in equal instalments over the remaining term of the contract.

           (v)    In respect of music software produced, the cost of such software is amortised over a period of 3 years from
                  the year in which it is first capitalised.

           (vi) Computer Software is amortised on written down value at the rate of 33.33%

    In case of certain subsidiaries and a jointly controlled entity, the depreciation / amortisation policy for certain tangible
    fixed assets and intangible assets is different from that followed on similar assets by the Group, the impact thereof on the
    Restated CSS is not likely to be material.

C   Valuation of Inventory

    Inventory of airtime available on various channels for the Television / Entertainment programmes already telecast, to the
    extent of unused airtime, has been carried as Airtime Inventory and has been valued at cost or net realisable value,
    whichever is lower. Cost is arrived at on weighted average basis.

D   Investments

    Long Term Investments are stated at cost. Provision is made for diminution, other than temporary, in the value of
    investment.

    Current investments are stated at the lower of cost and fair value.

E   Employee Benefits

    (i)      Defined contribution plan:

             The contribution to the Provident Fund is charged to the Profit and Loss Account.

    (ii)     Defined Benefit Plan / Long Term Compensated absences:

             The liability towards gratuity and compensated absences is determined on the basis of the actuarial valuation done
             by an independent actuary as at the Balance Sheet date. The actuarial gains or losses determined by the actuary are
             recognised in the Profit and Loss Account as income or expense.

F   Share Issue Expenses

    Share issue expenses are adjusted against Securities Premium Account.
                                                             F-14
G   Taxes on Income

    Current tax is determined as the amount of tax payable in respect of estimated taxable income for the period.

    The tax effect of the timing differences between taxable income and accounting income which are capable of reversal in
    one or more subsequent periods is recorded as deferred tax asset subject to the consideration of prudence or deferred tax
    liability. They are measured using the enacted or substantively enacted tax rates and tax laws by the Balance Sheet date.

    Deferred Tax assets arising on account of brought forward losses and unabsorbed depreciation are recognised, only if
    there is virtual certainty of its realisation, supported by convincing evidence. Deferred tax assets on account of other
    timing differences are recognised only to the extent there is reasonable certainty of its realisation. The carrying amount of
    deferred tax asset is reviewed at each Balance Sheet date.

H   Provision and Contingent Liabilities:

    Provision is recognised when the Group has a present obligation as a result of past event; it is probable that an outflow of
    resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can
    be made. Provisions are not discounted to its present value and are determined based on best estimates of the expenditure
    required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to
    reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources
    embodying economic benefits is remote.

I   Segment Accounting Policies

    (a)    Segment assets and liabilities:

             All Segment assets and liabilities are directly attributable to the segment.

             Segment assets include all operating assets used by the segment and consist principally of fixed assets,
             inventories, sundry debtors and loans and advances. Segment liabilities do not include share capital, reserves and
             surplus, borrowings and income tax (both current and deferred).

    (b)      Segment revenue and expenses:

             Segment revenue and expenses are directly attributable to segment. It does not include interest income, interest
             expense and income tax.

J   Foreign Currency Transactions

    Foreign currency transactions during the year are recorded at the rates of exchange prevailing at the date of transaction.
    Exchange gains or losses realised and arising due to translation of the foreign currency monetary items outstanding at the
    Balance Sheet date are accounted in the Profit and Loss Account. Non-monetary items which are carried in terms of
    historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

K   Borrowing Cost

    Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to the acquisition /
    construction of qualifying fixed assets are capitalised up to the date when such assets are ready for its intended use and all
    other borrowing costs are recognised as an expense in the period in which they are incurred.




                                                            F-15
L        Leases

         (a) Assets acquired under lease where the Group has substantially all the risks and rewards incidental to ownership are
             classified as finance leases. Such assets are capitalised at the inception of the lease at the lower of the fair value and
             the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental
             paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the
             outstanding liability for each period.

         (b) Assets acquired on leases where significant portions of the risks and rewards incidental to ownership are retained by
             the lessors, are classified as operating leases. Lease rentals are charged to the Profit and Loss Account over the lease
             period.

    II   Note on Restatement Adjustments:

         (i)      The Statement of Restated Consolidated Profits and Losses for the financial year(s) ended on March 31, 2010,
                  2009, 2008, 2007 and 2006 and the Statement of Restated Consolidated Assets and Liabilities as at March 31,
                  2010, 2009, 2008, 2007 and 2006 reflect the Profits and Losses and the assets and liabilities for each of the
                  relevant years indicated above. These statements have been extracted from the audited consolidated financial
                  statements for the aforesaid years after making therein the disclosures and adjustments required to be made in
                  accordance with the provisions of Paragraph IX (B) (9)(a) to (d) of Part A of Schedule VIII of the Securities and
                  Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

         (ii)     The effect of restated adjustments relating to financial years ended prior to March 31, 2006 aggregating net debit
                  of Rs. 247.01 million (net of deferred tax) (including impact of change in accounting policy by the Company
                  during the year ended March 31, 2010 of amortisation of Television/Entertainment programmes produced/acquired
                  – Rs. 252.16 million) has been adjusted by debiting Rs. 247.81 million to balance in the Profit and Loss Account
                  brought forward as at April 01, 2005 and crediting Rs.0.8 million to General Reserve as at April 01, 2005.
         (iii)    In respect of the following matter no restatement adjustment has been made to the Consolidated Financial
                  Information for the relevant years for the reason stated below:

                  Until the year ended March 31, 2005, the Company accounted for the leave encashment liability on actual
                  payment basis. For the years ended March 31, 2007 and March 31, 2006 liability for leave encashment was
                  provided on the basis of the leave available to the credit of the employees at the end of the respective years within
                  limits determined by the management. The additional charge of Rs. 2.34 million on account of change in the
                  policy w.e.f. April 01, 2005 was recognised in the accounts for the year ended March 31, 2006. Further,
                  consequent to the Accounting Standard Employee Benefits AS – 15 becoming applicable to the Company from
                  April 01, 2007, the Company has followed the policy stated in Note I.3.E.(ii) above to recognise liability for
                  compensated absences and gratuity, and in terms of the transitional provisions of the said Standard has adjusted as
                  stated in Note III.G.5, the increase in the liability for compensated absences and reduction in the liability for
                  gratuity up to March 31, 2007 amounting to Rs.0.24 million (net of deferred tax of Rs. 0.12 million) and Rs.0.47
                  million (net of deferred tax of Rs. 0.24 million) respectively against the opening balance of the general reserve as
                  on April 01, 2007.

                  No adjustment has been made to the Consolidated Financial Information for the years ended March 31, 2007 and
                  2006 and in the balance in the Profit and Loss Account brought forward as at April 01, 2005 to reflect the effect
                  had the policy, stated in Note I.3.E.(ii) above for recognising the Company’s liability towards compensated
                  absences and gratuity, been followed in each of the two years ended March 31, 2007 and March 31,2006 as the
                  effect thereof is not material.




                                                                 F-16
III. Notes to the Restated Summary Statements

    A. Common significant notes for the years ended March 31, 2010, 2009, 2008, 2007 and 2006

        1.   NSI has exposure to income taxes in different jurisdictions. Significant judgment is involved in determining the
             provision for income taxes. There are certain transactions and computations for which the ultimate tax
             determination is uncertain during the ordinary course of business. NSI recognizes liabilities for expected tax
             issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
             different from the amounts that were initially recognised, such differences will impact the income tax and
             deferred tax provisions in the period in which such determination is made.

             In most of these financial periods, NSI has unabsorbed tax losses available for set off against future taxable
             income subject to the agreement by the Income Tax Authority. The deferred tax assets have not been recognised
             due to uncertainty in its realization.

        2.   There are outstanding tax queries from the Singapore Tax Authorities on the rights fees expense in the income
             statement and NSI’s compliance with the withholding tax provisions of the Income Tax Act. In addition, there
             are also tax queries on the NSI's income recognition and residency status. Till date, Inland Revenue Authority of
             Singapore (IRAS) has neither responded to the NSI’s replies, nor made any assessment. Accordingly, the
             quantum of withholding tax provisions and/or income tax provision, if any, cannot be reliably estimated.

        3.   Sundry Debtors include relating to the Company and to NMPAPL of Rs. 35.67 million and Rs 21.20 million
             respectively due from a party outstanding for several years. The director/s of the Company and NMPAPL have
             consented to indemnify the Company and NMPAPL respectively for any loss on account of partial or non-
             recovery on this account and have placed with the Company unsecured loan/s of an equivalent amount to be
             utilized for any shortfall in recovery.

    B. Common significant note for the years ended March 31, 2010, 2009, 2008 and 2007
        Advances recoverable in cash or in kind or for value to be received include loan net of the Group’s share Rs. 51.69
        million granted by the Company to ZSPL, a jointly controlled entity, which is outstanding as at March 31, 2010 (Rs.
        48.94 million, Rs. 46.52 million, Rs. 43.29 million outstanding as at March 31, 2009, March 31, 2008 and March 31,
        2007 respectively).

        The Company has also made an investment net of the Group’s share of Rs. 2,279.70 million in Non-Cumulative
        Redeemable Preference Shares of Neo, a jointly controlled entity (subsidiary of ZSPL). Further, Rs. 3,025.43 million
        (net of subsequent realization and net of the Group’s share) included under Sundry Debtors is due as at March 31,
        2010 from Neo towards Media Rights Fees.

        The recoverability of the loan in the books of the Company referred to above is dependent upon the success of the
        operations of Neo.

        Neo is a leading sports television channel in India. Neo commenced commercial operations in the month of October
        2006. The Audited accounts of Neo for the year ended March 31, 2008 reflected an accumulated loss of Rs. 6,302.63
        million as against the paid up capital and reserves of Rs. 4,500.00 million. Thus there is total erosion of Net worth of
        Neo. However in view of the management Neo will make sufficient profits in future and hence no adjustment
        required as at March 31, 2008 and March 31, 2007 in the carrying value of the investments and loan as aforesaid in
        the books of the Company.

        As per the audited accounts of Neo for the year ended March 31, 2010, the accumulated losses of Rs. 11,587.41
        million (as at March 31, 2009 of Rs. 8,209.48 million) of Neo have far exceeded the Shareholders’ equity (before
        adjustment of accumulated losses) of Rs. 5,131.39 million (as at March 31, 2009 of Rs. 4,478.00 million), which in
        the opinion of the management is due to the long gestation period involved in the case of new television channel and
        also on account of the recent economic slowdown. Neo was holding Media Rights from the Company for telecast in
        India of Cricket Matches organized by Board of Control for Cricket in India (BCCI), under the existing arrangement
        up to March 31, 2010. Further, during the year ended March 31, 2010 BCCI has re-awarded the Global Media Rights
        to the Company for another four years for the period from 2010 to 2014 and the rights to telecast in India have been

                                                          F-17
    sub-licensed by the Company to Neo. In terms of the Media Rights Agreement the Company has been granted an
    exclusive negotiating period which shall commence prior to March 31, 2014 during which the Company shall require
    to confirm in writing its best offer for the renewal of this Media Rights Agreement for the further period of four years
    up to March 31, 2018. On such renewal of its Media Rights Agreement the Company intends to sub-license the
    Media Rights to Neo for another four years up to March 31, 2018. Based on the revised business plans of Neo and
    projections available with the Company, Neo is expected to make profits from the year 2011 and also expected to
    generate sufficient profits to eliminate accumulated losses in next seven years. Accordingly, in the opinion of the
    management of the Company the loan given to ZSPL and outstanding as at March 31, 2010 and as at March 31, 2009
    is good and fully recoverable and the amount due as at March 31, 2010 from Neo towards Media Rights Fees will be
    realised in due course.

    The tenure of the Non-Cumulative Redeemable Preference Shares of Neo is a period not exceeding 20 years from
    March 29, 2007 being the date of issue. Further as per terms of redemption, the redemption shall be at the premium
    which shall not be less than Rs. 90 per share. Having regard to the long term and strategic nature of investment, the
    business plans and projections of Neo referred to above and the valuation of the Equity and Preference Share Capital
    of Neo carried out subsequent to the year ended March 31, 2010 by the independent reputed financial advisor, the
    management of the Company is of the view that there is no diminution, other than temporary, in the value of
    investment in Neo as at March 31, 2010 and March 31, 2009.

C. Common significant notes for the years ended March 31, 2010 and March 31, 2009

    1.   Sundry Debtors include Rs. 26.39 million in respect of the Company due from a party which is outstanding for
         more than 3 years. During the year ended March 31, 2009, the Company has filed a civil suit for recovery of the
         amount with interest. The Company is confident of ultimate recovery of the amount and accordingly no
         provision is considered necessary in respect of this.

    2.   Sundry Debtors includes an amount of Rs. 33.43 million (as at March 31, 2009 Rs. 31.23 million) in respect of
         which NSI has filed Notice of Arbitration. The management of NSI has assessed the collection of the amount to
         be probable, based on the legal advice obtained.

    3.   Sundry Creditors includes Rs. 58.48 million in respect of NMPL being a portion of the funds received from a
         customer for services rendered, which is in dispute. The customer is claiming against NMPL for an amount of
         Rs. 81.23 million. The management of NMPL has assessed the potential exposure from the claim to be Rs. 58.48
         million, based on the legal advice obtained.
D. Other significant notes for the year ended March 31, 2010

    1.   Compulsorily Convertible Non Cumulative Preference Shares (CCPS) were to be convertible in full but not in
         part in to such number of Equity Shares of Rs. 10 each, so as to provide a minimum annual compound internal
         rate of return on the investment amount (CCPS Minimum Return) and number of equity shares to be issued to be
         determined as specified in the Restated and Amended Subscription and Shareholders Agreement dated March 06,
         2009 (the Agreement) between the Company, the Founder and the Investors as amended by the Supplemental
         Restated and Amended Subscription and Shareholders Agreement dated May 22, 2009 (the Supplemental
         Agreement). CCPS conversion was to occur upon any of the following three events:

         1.   In the event of an IPO
         2.   In the event of the Sale of the Company
         3.   Any other event after December 31, 2010 as specified in the Agreement.

         On December 31, 2019 if any CCPS still remain unconverted those were to be converted as provided in the
         Agreement.

         In view of the IPO then proposed by March 2010, 2,775,741 CCPS of Rs. 10 each with the aggregate premium
         of Rs. 1,212.61 million (i.e. Rs 436.86 per preference share) and after considering CCPS Minimum Return
         referred to above, were converted into 3,826,265 equity shares of Rs. 10 each fully paid up and allotted vide
         Board resolution passed on February 09, 2010. However subsequently it was noted that the number of equity

                                                      F-18
     shares was stated as 3,826,265 instead of 3,494,145 determined in accordance with the Agreement, referred to
     above. Accordingly vide resolution dated July 20, 2010 the Board of Directors rectified the error in number of
     equity shares and correct number of 3,494,145 equity shares of Rs. 10 each fully paid up with the aggregate
     premium of Rs.1,205.43 million were deemed to have been allotted from February 09, 2010 pursuant to the
     provisions of the Agreement. The aggregate premium of Rs.1,212.61 million on conversion of Preference Shares
     has been debited to, and the aggregate premium of Rs. 1,205.43 million on issue and allotment of equity shares
     has been credited to, the Securities Premium Account.

2.   In terms of the Subscription and Shareholders Agreement dated January 18, 2007 entered into between the
     Company, the Founder Promoters and the Investors [as amended by the Restated and Amended Subscription and
     Shareholders Agreement dated March 06, 2009 (the Agreement)], 28,049,567 Zero Coupon Convertible
     Debentures (Debentures) of Rs.194.83 each, were to be convertible in full but not in part into Equity Shares of
     Rs.10 each, so as to provide a minimum annual compound internal rate of return on the subscription amount
     (Agreed Minimum Return) and number of equity shares to be issued to be determined as specified in the
     Agreement. Debentures conversion was to occur upon any of the following three events:

     1.    In the event of an IPO
     2.    In the event of the Sale of the Company
     3.    Any other event after December 31, 2010 as specified in the Agreement.

     Upon demand of an investor in its sole discretion prior to or upon the happening of a liquidation event in relation
     to the Company, the Debentures were convertible into redeemable preference shares at the Liquidation
     Conversion Ratio as defined in the Agreement.

     In view of the IPO then proposed by March 2010, 28,049,567 Debentures of Rs. 194.83 each, after considering
     Agreed Minimum Return referred to above, were converted into 29,231,967 equity shares of Rs. 10 each fully
     paid up and allotted vide Board resolution passed on February 09, 2010. However subsequently it was noted that
     the number of equity shares was stated as 29,231,967 instead of 25,132,350 determined in accordance with the
     Agreement, referred to above. Accordingly vide resolution dated July 20, 2010 the Board of Directors rectified
     the error in number of equity shares and correct number of 25,132,350 equity shares of Rs. 10 each fully paid up
     with the aggregate premium of Rs. 5,213.57 million were deemed to have been allotted from February 09, 2010
     pursuant to the provisions of the Agreement. The aforesaid aggregate premium on issue and allotment of equity
     shares has been credited to the Securities Premium Account.

3.   NSI has negotiated with a sports federation for reduction of right costs to the extent of Rs. 684.13 million for
     matches conducted during the financial year 2009-10 which has been confirmed by a letter from the Acting Chief
     Executive Officer of the sports federation subject to the signing of an addendum agreement, which is pending as
     on the date of report of NSI Auditor (i.e. July 30,2010).

4.   Tax payments less provisions include Rs. 14.04 million of tax deducted at source (TDS) by third parties, the TDS
     certificates for which have not been received by the Company. The Company is in the process of collecting the
     TDS certificates from the parties and would be filing the revised return for the respective assessment years after
     its collection in due course. As the pending TDS certificates referred to above relate to the assessment years for
     which assessment proceedings have not been initiated or completed, the Company is confident of ultimate
     recovery of these amounts and accordingly no provision is considered necessary in this respect.

5    The Company has entered into an Agreement dated March 26, 2006 with Paramount Corporation Limited (PCL)
     and Zenith Sports Private Limited (ZSPL) under which at any time after one year the Company shall have a call
     option to purchase any and all present and /or future remaining shareholdings (as on March 31, 2010 51% of the
     share capital of ZSPL of Rs. 0.50 million is held by PCL) and / or rights held by PCL in ZSPL at a price to be
     mutually agreed but which shall provide for a minimum return on the capital invested in ZSPL at the rate of
     11%. Similarly under the same Agreement PCL has a put option to sell shareholdings and / or rights referred to
     above at a price to be mutually agreed but which shall provide for a minimum return on the capital invested in
     ZSPL at the rate of 11%. In case the price cannot be mutually agreed, the price shall be determined by an
     independent international reputed firm of Accountants jointly appointed by both the parties to undertake the said
     valuation.

                                                  F-19
        During the year, the Company decided to purchase the balance 51% of the share capital of ZSPL held by PCL at
        an aggregate price of Rs 0.36 million, subject to the approval of Foreign Investment Promotion Board (FIPB).
        Subsequent to the year end, the Company has received approval from FIPB and the Company would be
        acquiring the shares in due course.

   6.   The Company, the Founders of the Company, Neo Sports Broadcast Private Limited (Neo), the Investor in Neo
        (the Investor) and Zenith Sports Private Limited (the holding company of Neo) have entered into a Share
        Subscription and Shareholders Agreement dated April 14, 2009 (the Investment Agreement) pursuant to which
        the Investor has invested an amount of Rs. 635.71 million in Neo by subscribing to 3,475 Equity Shares and
        344,098 Compulsorily Convertible Non-Cumulative Preference Shares (both together “Investor Securities”).
        Further, the Company has entered into ‘Put Option Agreement’ (Agreement) dated April 14, 2009 with the
        Investor under which in consideration of the subscription of the Investor Securities by the Investor, the Company
        has granted, an option to the Investor to sell , at any time after the date of the Agreement, all or any of the
        Investor Securities held by the Investor in Neo to the Company at a Target Price (Put Option Exercise Price) to
        be determined in accordance with the provisions contained in the said Agreement. The Target Price shall be
        mutually agreed and will be based on the aggregate amount of the Investment in the Investor Securities and the
        amount which give the Investor the rate of return of 30% p.a. as on the Put Settlement date. In case all or any of
        Compulsorily Convertible Non-Cumulative Preference Shares are converted into equity shares then in relation to
        such Converted Shares the Target Price would be the fair market value of such Converted Shares prescribed in
        the Valuation Certificate to be obtained in terms of the Agreement or in accordance with the valuation principles
        prescribed in the Agreement, as applicable.

        CCPS conversion will occur upon any of the following three events:

        1.   In the event of an IPO.
        2.   In the event of the Sale of Neo
        3.   Any other event after December 31, 2010 as specified in the Investment Agreement.

        On December 31, 2019 if any CCPS is still unconverted it shall be converted as provided in the Investment
        Agreement.

        In terms of the “Further Subscription Agreement” dated April 14, 2009 entered into by the Company with the
        Founders of the Company and the Investor, the Investor has agreed that, upon the Investor exercising the Put
        Option, the Investor shall, on being called upon by the Company, invest the amount equal to the Put Option
        Exercise Price and subscribe to Equity Shares of the Company in accordance with the terms mentioned in the
        Further Subscription Agreement.

  7.    As per the Agreement entered into during the year between Neo, Promoters and Bennett Coleman & Co. Ltd,
        Neo has issued 2 Equity Shares of Rs.10 each at premium of Rs.5,665.50, and 5 Warrant at a subscription price
        of Rs.1,333,9693.60 per warrant. As per terms of the said Agreement, these Warrants can be converted to 11,752
        Equity Shares with an aggregate value of Rs. 66.70 million within a period of 5 years from the date of payment
        of the Warrant Exercise Amount.

  8.    Television/Entertainment Programme (Acquired) and certain Television/Entertainment programmes (produced)
        of aggregate cost of Rs.163.46 million and Rs.305.68 million respectively and having no carrying value, have
        been derecognised as no future economic benefits are expected from its use.

E. Other significant note for the year ended March 31, 2007

    The Company had transferred the Radio rights forming part of the Media Rights Agreement with the Board of Control
    for Cricket in India (BCCI) to Paramount Corporation Limited (PCL), during the previous year. However, due to
    certain changes in regulatory environment, the exploitation of the Radio rights by PCL was rendered unviable and
    hence, by mutual consent the Radio rights agreement has been terminated during the year. Consequently an amount of
    Rs. 79.00 million due from PCL under the above contract has been written off to the Profit and Loss Account for the
    year. With the termination of this agreement the Radio rights have reverted back to the Company.


                                                     F-20
F   Other significant notes for the year ended March 31, 2006

    1.    The Company has bought back 110,150 equity shares of Rs. 5 each at an average price of Rs. 80.85 per share
          during the year, and accordingly:

           i.   The face value of shares has been reduced from the paid up Equity Share Capital.

         ii.    The balance of Rs. 75.85 per share paid on these shares aggregating to Rs. 8.35 million has been adjusted
                to the Share Premium Account; and

         iii.   As required under the provisions of the Companies Act, 1956, Rs. 0.55 million has been transferred to the
                Capital Redemption Reserve from the Profit and Loss Account.

    2.    Pursuant to the issue by the Company of 24,389,888 shares of Rs. 5/- each on private placement basis to 3i
          (Mauritius) Investments 2 Technology Limited (now known as 3i Sports Media (Mauritius) Limited), the
          Company has ceased to be a subsidiary of Nimbus Creative Corporation Limited (now known as Paramount
          Corporation Limited) w.e.f. August 05, 2005.

    3.    Until the year ended March 31, 2005, the Company was accounting for leave encashment liability to employees
          on actual payment basis. In the current year, liability for leave encashment has been provided for on the basis of
          leave available to the credit of the employees at the end of the year within limits determined by the management.
          Had such change in the accounting policy not been made, profit for the year would have been higher by Rs.2.34
          million.

    4.    Consequent to sale by the Company of the investment of 51% in the equity share capital of the wholly owned
          subsidiary Zenith Sports Private Limited (ZSPL) to Paramount Corporation Limited (PCL) under the agreement
          entered into on March 27, 2006, ZSPL and Neo Sports Broadcast Private Limited (incorporated on March 17,
          2006 as 100% subsidiary of ZSPL) ceased to be the subsidiaries of the Company with effect from that date. In
          terms of the above referred agreement, ZSPL and Neo have become jointly controlled entities of the Company
          and PCL. The profit of Rs. 268.02 million on sale of 51% of the interest in ZSPL has been recognized in the
          Statement of Restated Consolidated Profits and Losses which is included in Annexure X ‘Details of Consolidated
          Dividend and Other Income’.




                                                       F-21
G. Other notes

1. Employee Stock Option Plan (ESOP)

  On August 01, 2007, the Company has granted Stock Options to its eligible employees at a price of Rs. 161.66 per
  option in terms of Employees Stock Option Scheme 2007 of the Company as approved by the Shareholders at the
  Extra Ordinary General Meeting held on January 08, 2007.

  (a) The particulars of the Options distributed under ESOP 2007 are as follows:



  Particulars                       ESOP 2007
  Eligibility                  A permanent employee or full time consultant of the Company, a director of the
                               Company (including of subsidiaries where the Company holds at least 75% equity
                               capital or has irrevocable options to acquire at least 75% equity capital) but
                               excluding (a) an employee who is a promoter or belongs to the promoter group; (b) a
                               director who either by himself or through his relatives or through any body
                               corporate, directly or indirectly holds more than 10% of the issued and subscribed
                               Shares of the Company; (c) Part time consultants or other associates who may be
                               covered under a separate stock option plan.
                               (Group companies, affiliates, etc. may have their individual schemes and employees
                               of any such affiliate which has its own scheme would not be covered by this plan.)

  Vesting period for options   All options granted would vest over a period of four years from the date of grant, viz.
  granted                      10% on January 31, 2008, 20% on January 31, 2009, 30% on January 31, 2010 and
                               40% on January 31, 2011. During the year ended March 31, 2010, the Company has
                               extended the exercise period for the first vesting schedule up to the end of exercise
                               period for the second vesting schedule, i.e. up to January 31, 2011.

  Exercise Period              Within 6 months from the date of public issue in the event of the Company going in
                               for an Initial Public Offer (IPO) or 2 years from the date of vesting whichever is
                               earlier.

  Method of Settlement          Equity Shares

  Exercise Price                Rs. 161.66

  No. of Options Granted        1.54 million




                                                     F-22
(b) The particulars of number of options granted and lapsed and the Price of Stock Options for ESOP 2007 are as follows:

                            Particulars
                                                                March 2010         March 2009         March 2008
                                                                 Quantity           Quantity           Quantity
      Authorised to be Granted                                  1,623,239          1,623,239          1,623,239

      Granted during the year                                        --                  --            1,545,000

      Forfeited during the year                                      --                  --                --

      Exercised during the year                                      --                  --                --

                                                                   8,500              375,500              --
      Lapsed/Cancelled during the year

      Granted and outstanding at the end of the year             1,161,000           1,169,500        1,545,000

      Fair value of the ESOP on the date of Grant                Rs. 3.655           Rs. 3.655         Rs. 3.655

(c)    The Company has followed the fair value based method of accounting for stock options granted based on Guidance
       Note on Accounting on Employee Share-based Payments, issued by the Institute of Chartered Accountants of India.
       The Fair Value of the Share has been calculated by an independent valuer on the basis of Weighted Average of
       “Discounted Cash Flow Method”, “PE Multiple Methods”, “Future Maintainable Profits” and “Net Asset Value”.

       Fair value of Options calculated by independent valuer using Adjusted Black-Scholes Option Pricing Model is higher
       than the exercise price and hence these options are considered to be dilutive in nature and the effect of this is
       considered in calculating diluted earnings per share in accordance with Accounting Standard 20 viz. Earnings Per
       Share.

       Compensation expenses (net) recognised during the year ended March 31, 2010, 2009 and 2008 is Rs. 0.89 million,
       Rs. 1.00 million and Rs. 1.95 million respectively.

(d) Method and significant assumptions used to estimate the Fair Value of the Options are as under:

       The Fair value of Options has been calculated by an independent valuer. The valuation has been done using the
       Adjusted Black-Scholes Option Pricing Model based on the assumptions given by the management, which are as
       under:

       (i) Expected Life of the Options:

          These stock options will vest in the following proportion from the date of grant and can be exercised within 6
          months from the date of IPO in the event of the Company going for an IPO or two years from the vesting date
          whichever is earlier.




                                                        F-23
           Year 1 from the date of Grant   - 10% of the Options Granted;
           Year 2 from the date of Grant   - 20% of the Options Granted;
           Year 3 from the date of Grant   - 30% of the Options Granted;
           Year 4 from the date of Grant   - 40% of the Options Granted.

    (ii) Risk free interest rate:
         This rate has been assumed at 8.09% for all the four years.

    (iii) Share price: (Strike Rate) Rs. 161.66

    (iv) Volatility:
         As the shares of the Company are unlisted, the volatility is considered as 1 % for all the four years

    (v) Expected dividend yield:
        Expected Dividend per share on the Grant Date is 7.50% for all the four years.

 2. Managerial Remuneration

                                                                                                  (Rupees in Million)
   Particulars             Year Ended          Year Ended         Year Ended         Year Ended       Year Ended
                          March 31, 2010      March 31, 2009     March 31, 2008     March 31, 2007 March 31, 2006
   Salaries and
   allowances                        7.45                7.18                6.91                7.55            8.16

   Contribution to
   provident fund                    0.70                0.67                0.63                0.73            0.73

   Perquisites in
   cash or in kind                   0.03                0.08                0.05                0.77            0.41

   Total                             8.18               *7.93              *7.59                 9.05            9.30



 The above remuneration excludes provision for gratuity and compensated absences, which are determined on overall
 basis for the Company.

 The remuneration paid to directors for the years ended March 31, 2010, 2009, and 2008 excludes compensation cost for
 Employee Stock Options, as the options are not exercised as at the respective year end.

* Includes Rs.0.41 million and Rs.0.22 million for the years ended March 31, 2009 and March 31, 2008 respectively in
  respect of the period where a director was holding an office/place of profit under Section 314 of the Companies Act,
  1956.

 Note:

 The remuneration paid to directors for the year ended March 31, 2009 had exceeded the overall remuneration prescribed
 under Section 309 of the Companies Act, 1956 (the Act ) by Rs.2.76 million for which the Company has applied on April
 10, 2010 to the Central Government for its waiver.




                                                          F-24
          3. Derivatives Disclosure:

          The Group has not taken any derivative instrument during the years ended March 31, 2010, 2009, 2008 and 2007 and there
          is no derivative instrument outstanding as at the respective year end. The year end foreign currency exposures that are not
          hedged by derivative instruments or otherwise are as follows:

                                                                                                                                  (Amount in Million)
                                        As at                               As at                        As at                           As at
                                   March 31, 2010                      March 31, 2009               March 31, 2008                 March 31, 2007
                                    Foreign                            Foreign                      Foreign                         Foreign
            Particulars            Currency       Rs.                 Currency      Rs.            Currency      Rs.               Currency      Rs.
              Sundry
             Debtors            USD           0.004      0.16       USD         0.21    10.88     USD        0.37     14.72        USD        0.22     9.55
                                SGD               -         -       SGD            -        -     SGD           -         -        SGD        0.01     0.17
               Sundry           USD            0.44     19.30       USD         0.38    19.04     USD        0.20      7.95        USD        0.08     3.67
              Creditors         GBP               -         -       GBP            -        -     GBP        0.06      4.71        GBP        0.01     0.49
                               EURO            0.03      1.53      EURO         0.05     3.24    EURO        0.02      1.11       EURO        0.01     0.28
             Loans and          SGD               -         -       SGD         0.02     0.66     SGD        0.02      0.66         -            -        -
             Advances           USD            0.04      1.86       USD         0.10     3.96     USD        0.10      3.96        USD        0.03     1.37


4. Earnings Per Share (EPS) :
                                                                                                                                              (Rupees in Million)
                                                                                                                 Year ended
                                Particulars                                       March 31,      March 31,        March 31,         March 31,        March 31,
                                                                                    2010           2009             2008              2007             2006
Net Profit/(Loss) After Restatement Adjustments                                    (1,423.93)     (1,317.09)        (1,081.96)         (797.11)         (352.97)
Add: Employee Compensation expenses relating to ESOP *                                   0.59           0.66              1.73                -                -
Net Profit/(Loss) after restatement adjustments for diluted EPS                    (1,423.34)     (1,316.43)        (1,080.23)         (797.11)         (352.97)

Weighted average number of shares outstanding during the
period/year
For basic EPS (Refer Foot Note 3 below)                                            60,861,798     32,606,441        32,606,441       32,488,096        28,254,352
For diluted EPS(Refer Foot Note 1 and 3 below)*                                    60,861,798     32,606,441        32,606,441       32,488,096        28,254,352

Earnings per share
Basic (Refer Foot Note 3 below)                                                        (23.40)        (40.39)           (33.18)         (24.54)            (12.49)
Diluted (Refer Foot Note 3 below)*                                                     (23.40)        (40.39)           (33.18)         (24.54)            (12.49)
Nominal value per share (Refer Foot Note 3 below)                                           10             10                10              10                 10

* The potential equity shares arising out of issue of ESOP and conversion of Zero Coupon fully Convertible Debentures and Compulsorily Convertible Preference
Shares have an anti – dilutive effect and hence the same is ignored for calculating diluted EPS.

Foot Notes :
1. Weighted average number of shares outstanding during the year- for Diluted EPS:

                                                                                                                 Year ended
                                Particulars                                       March 31,      March 31,        March 31,         March 31,        March 31,
                                                                                    2010           2009              2008             2007             2006
Weighted average number of shares outstanding during the year – for                60,861,798     32,606,441        32,606,441      32,488,096        28,254,352
calculating basic EPS (numbers)
(Refer Foot Note 3 below)
Add: Diluted effect of weighted average number of potential equity shares                    -    25,132,350        25,132,350        5,026,470                  -
that could arise on conversion of 28,049,567 Zero Coupon fully
Convertible Debentures into equity shares (Refer Foot Note 2 below)
Add: Diluted effect of weighted average number of potential equity shares                    -        19,915                  -                -                 -
that could arise on conversion of 2,775,741 (as at March 31, 2009 :
217,965) Compulsorily Convertible Preference Shares into equity shares
(Refer Foot Note 2 below)
Add: Potential equity shares that would be issued at fair value in respect of          25,669         25,669            17,160                 -                 -
employee stock options
Total                                                                              60,887,467     57,784,375        57,755,951      37,514,566         28,254,352



                                                                                F-25
2.During the year ended March 31, 2010, Zero Coupon Convertible Debentures and Compulsorily Convertible Preference Shares have been converted in to equity
shares. Accordingly for the purpose of calculation of Diluted EPS, actual number of equity shares issued on conversion have been considered.

3.As two equity shares of Rs. 5/- each were consolidated into one equity share of Rs. 10/- each during the year ended March 31, 2008, earnings per share for the year
ended March 31, 2007 and 2006 have been restated by adjusting weighted average number of equity shares outstanding during the respective years, as required by
Accounting Standard 20 "Earnings Per Share".



    5. Employee Benefits

           Consequent to the Accounting Standard on Employee Benefits (AS-15) becoming applicable to the Company w.e.f. April
           01, 2007, the Company has accounted for, the expected cost of long term employee benefits in the form of vesting and
           non vesting compensated absences in respect of leave outstanding to the credit of its employees and liability in respect of
           gratuity based on an actuarial valuation. The increase in liability for compensated absences up to March 31, 2007
           amounting to Rs. 0.24 million (net of deferred tax of Rs. 0.12 million) and reduction in liability for gratuity amounting to
           Rs. 0.47 million (net of deferred tax of Rs. 0.24 million) has been adjusted against the opening balance of General
           Reserve as on April 01, 2007 in accordance with the transitional provisions contained in the said standard.

            Accordingly the details of Employee Benefits in respect of the Group as required by the Accounting Standard-15
            "Employee Benefits" for the years ended March 31, 2010, 2009 and 2008 are given below:-


                                                                                                                                       (Rupees in Million)
                                                                                       Year ended March        Year ended March        Year ended March
                                                                                            31, 2010                31, 2009                31, 2008
        1     Defined Contribution Plans
              The Group has recognised the following amount in the Profit and Loss
              Account:
              Contribution to Provident Fund and Family Pension Fund                                    7.75                    7.81                   6.91
       2      Defined Benefit Plan (Funded)
               a.    A general description of the Employees Benefit Plan:
                     The Group has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides
                     for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount
                     equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon
                     completion of five years of service.
               b.    Details of defined benefit plan
                                                                                      Year ended March         Year ended March       Year ended March
                     Particulars                                                             31, 2010               31, 2009                31, 2008
               I     Components of employer expense
                      1     Current Service cost                                                        1.56                    1.85                   1.12
                      2     Interest Cost                                                               0.51                    0.31                   0.19
                      3     Expected return on Plan Assets                                            (0.25)                  (0.17)                 (0.11)
                      4     Actuarial Losses / (Gains)                                                (0.85)                    0.51                 (0.17)
                      5     Past Service Cost                                                           1.86                       -                     @
                      6     Total expense recognised in the
                            Profit and Loss Account                                                     2.83                    2.50                   1.03
               II    Actual Contribution and Benefits Payments for the year
                      1     Actual Benefits Payments                                                  (0.70)                  (0.53)                      -
                     2    Actual Contributions                                                       (0.70)                  (0.74)                  (0.64)
               III   Net asset/ (liability) recognised in the Balance Sheet.
                     1    Present Value of Defined Benefit Obligation                                  8.14                    5.82                    3.74
                     2    Fair Value of Plan Assets                                                    2.70                    2.51                    2.19
                     3    Funded Status [Surplus/(Deficit)]                                          (5.44)                  (3.31)                  (1.55)
                     4    Net asset/(liability) recognised in the Balance Sheet                      (5.44)                  (3.31)                  (1.55)
               IV    Change in Defined Benefit Obligation during the year
                          Present value of Defined Benefit Obligation as at the
                     1 beginning of the year                                                           5.82                    3.74                    2.62
                     2    Current Service Cost                                                         1.56                    1.85                    1.12
                     3    Interest Cost                                                                0.51                    0.31                    0.19
                     4    Past Service Cost                                                            1.86                       -                       -
                     5    Actuarial Losses/ (Gains)                                                  (0.91)                    0.45                  (0.18)
                     6    Benefits paid                                                              (0.70)                  (0.53)                       -
                     7    Present value of Defined Benefit Obligations as at the end
                         of the year                                                                   8.14                    5.82                    3.74

                                                                             F-26
      V     Change in Fair Value of Plan Assets during the year
            1 Plan Assets as at the beginning of the year                                        2.51                     2.19                     1.45
            2  Expected return on Plan Assets                                                    0.25                     0.17                     0.11
            3  Actuarial Gains/ (Losses)                                                       (0.06)                   (0.06)                   (0.01)
            4  Actual Contributions                                                              0.70                     0.74                   (0.64)
            5  Benefits paid                                                                   (0.70)                   (0.53)                        -
            6  Plan Assets as at the end of the year                                             2.70                     2.51                     2.19
                                                                                 Year ended March          Year ended March         Year ended March
                                                                                      31, 2010                  31, 2009                 31, 2008
                                                                                               Jointly                  Jointly                  Jointly
                                                                                              Controlled               Controlled               Controlled
      VI    Actuarial Assumptions                                                The Group     Entity      The Group    Entity      The Group     Entity
                                                                                 8.15%        8.00%        7.00%        7.50%        7.50%       7.50%
            1    Discount Rate                                                     p.a.         p.a.         p.a.         p.a.        p.a.        p.a.
                                                                                 7.50%        7.50%        7.50%        7.50%        8.00%
            2     Expected rate of Return on plan assets                           p.a.         p.a.         p.a.         p.a.        p.a.        N.A
                                                                                 7.00%        7.00%        7.00%        5.00%        5.00%       5.00%
            3     Salary escalation Rate                                           p.a.         p.a.         p.a.         p.a.        p.a.        p.a.
      VII   The expected rate of return on the plan assets is based on the average long term rate of return expected on investments of the Fund
            during the estimated term of the obligations. The actual return on plan assets for the years ended March 31, 2010, March 31, 2009 &
            March 31, 2008 is Rs. 0.19 million, Rs.0.11 million and Rs. 0.10 million respectively.
     VIII   The assumption of the future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion and
            other relevant factors.
      IX    The major categories of Plan Assets as a percentage of the total plan assets
             Insurer Managed Funds                                                               100%                     100%                     100%
            Note: The details of investment made by the Insurer is not readily available with the Group
                                                                                 Year ended March          Year ended March         Year ended March
      X     Experience Adjustments                                                           31, 2010                  31, 2009                 31, 2008
                 Present value of Defined Benefit Obligation as at the end
            1 of the year                                                                         8.14                      5.82                     3.74
            2 Fair Value of Plan Assets as at the end of the year                                 2.70                      2.51                     2.19
            3 Funded Status [Surplus/(Deficit)]                                                 (5.44)                    (3.31)                   (1.55)
            4 Experience adjustment on Plan Liabilities                                         (0.46)                      0.05                   (0.37)
            5 Experience adjustment on Plan Assets                                              (0.06)                    (0.06)                   (0.01)
      XI    Contribution expected to be paid to the Plan during the year ending March 31, 2011 - Rs. 2.98 million.



6. Segment Reporting:

   Segmental Information in respect of Primary Segments (Business Segments):

   The Group is organised into 5 business segments namely - Television Production & Marketing, Filmed Entertainment,
   Digital and Mobile Content, Sports Marketing and Broadcasting.

   The Television Production & Marketing segment creates programs for Broadcasters in Hindi and regional languages. The
   segment also sells/market Airtime on Time- Barter Channels.

   The Filmed Entertainment segment is involved in Content Generation including Film Production, Rights Management
   including Films Rights acquisition and distribution.

   The Digital and Mobile Content segment is involved in Mobile/ Internet Content Creation and Mobile Content Products.

   The Sports Marketing segment is involved in Commercial Rights Management, Sponsorship and In Stadia Signage,
   Sponsor Representation, Sports TV Production and Event Management.

   The Broadcasting segment consists of procuring television rights and delivering via satellites, thereby earning revenues by
   way of advertisement and subscription.

   Segments have been identified and reported taking into account the nature of products and services, the differing risks and
   returns and the internal financial reporting system.

                                                                      F-27
            Inter Segment Sales:

            Inter segment sales are made at prices which are negotiated at arm’s length.

Segment Information for the year ended March 31, 2010
                                                                                                                                           Rupees in Million
                                           Television         Filmed           Digital and        Sports         Broadcasting     Others        TOTAL
                                          Production &     Entertainment        Mobile           Marketing
                                           Marketing                            Content
Revenue
Total                                             369.57             0.35            11.69          8,302.20           1,970.53        2.44       10,656.78
Less: Inter Segment Revenue                                                                         3,164.00                                       3,164.00
External                                          369.57             0.35            11.69          5,138.20           1,970.53        2.44        7,492.78

Result
Segment Result                                   (17.44)          (23.71)           (21.95)          899.67          (1,680.60)      (14.46)        (858.49)

Add : Unallocated Income                                                                                                                                3.98


Less: Unallocated Expenses                                                                                                                           221.32

Operating Profit/ (Loss)                                                                                                                          (1,075.83)

Interest expenses                                                                                                                                    309.79

Interest/ Dividend Income                                                                                                                            106.38

Profit/ (Loss) before Taxation                                                                                                                    (1,279.24)

Taxation                                                                                                                                             144.69

Profit/ (Loss) after Taxation                                                                                                                     (1,423.93)

Other Information

                                           Television         Filmed           Digital and        Sports         Broadcasting     Others         TOTAL
                                          Production &     Entertainment        Mobile           Marketing
                                           Marketing                            Content
Carrying Amount of Segment Assets                 386.12            28.87             13.16         8,690.29           1,070.49        8.06       10,196.99
Less: Inter Segment Assets                                                                                                                         4,020.83
                                                                                                                                                   6,176.16
Unallocated Corporate Assets                                                                                                                       7,769.38

Total Assets                                                                                                                                      13,945.54

Carrying Amount of Segment Liabilities            272.28             0.89            18.18          2,983.59           4,215.19        1.70         7,491.83
Less: Inter Segment Liabilities                        -                -                                  -                                        4,020.83
                                                  272.28             0.89            18.18          2,983.59           4,215.19        1.70         3,471.00

Unallocated Corporate Liabilities                                                                                                                   6,001.03

Total Liabilities                                                                                                                                   9,472.03

Capital Expenditure:

                                           Television         Filmed           Digital and        Sports         Broadcasting     Others         TOTAL
                                          Production &     Entertainment        Mobile           Marketing
                                           Marketing                            Content
Tangible Assets                                     0.06                   -                 -          0.21               0.61        0.78             1.66

Unallocated Tangible Assets                                                                                                                             0.06

Intangible Assets                                  19.80                   -          0.68                   -           19.88             -          40.36

Unallocated Intangible Assets                                                                                                                           0.47

Depreciation & Amortisation                        20.76            18.66             1.95            42.23              34.03         3.84          121.46

Unallocated Depreciation / Amortisation
(Including on Revaluation)                                                                                                                            38.27




                                                                    F-28
Segment Information for the year ended March 31, 2009
                                                                                                                                             Rupees in Million
                                            Television           Filmed           Digital and      Sports         Broadcasting      Others        TOTAL
                                           Production &       Entertainment        Mobile         Marketing
                                            Marketing                              Content
Revenue
Total Revenue                                      451.61                3.45             7.20       6,526.50          1,240.87          1.58         8,231.21
Less: Inter Segment Revenue                                                                          2199.76                                          2,199.76
External                                           451.61                3.45             7.20       4,326.74          1,240.87          1.58         6,031.45

Segment Result                                      51.07              (33.85)         (40.92)        739.71          (1,415.33)      (35.77)         (735.09)

Add : Unallocated Income                                                                                                                                  8.64

Less: Unallocated Expenses                                                                                                                             354.84

Operating Profit/ (Loss)                                                                                                                            (1,081.29)

Interest expenses                                                                                                                                      309.45

Interest/ Dividend Income                                                                                                                              134.12

Profit/ (Loss) before Taxation                                                                                                                      (1,256.62)

Taxation                                                                                                                                                60.47

Profit /(Loss) after Taxation                                                                                                                       (1,317.09)

Other Information

                                          Television             Filmed           Digital and      Sports         Broadcasting     Others          TOTAL
                                          Production &        Entertainment        Mobile         Marketing
                                          Marketing                                Content
Carrying Amount of Segment Assets                   297.20              48.41             11.29      5,670.60            888.23        13.47          6,929.20
Less: Inter Segment Assets                                                                                                                            2,474.70
                                                                                                                                                      4,454.50
Unallocated Corporate Assets                                                                                                                          4,875.72

Total Assets                                                                                                                                          9,330.22

Carrying Amount of Segment Liabilities             234.28                1.80            14.69         784.74           2,667.52         3.10         3,706.13
Less: Inter Segment Liabilities                         -                   -                               -         (2,769.80)                      2,474.70
                                                 1,231.42            1,231.42         1,231.42       1,231.42           (102.28)     1,231.42         1,231.43

Unallocated Corporate Liabilities                                                                                                                     9,194.45

Total Liabilities                                                                                                                                   10,425.88

Capital Expenditure:

                                          Television             Filmed           Digital and      Sports         Broadcasting     Others          TOTAL
                                          Production &        Entertainment        Mobile         Marketing
                                          Marketing                                Content
Tangible Assets                                           -                   -            0.46          2.56             10.21          1.12           14.35

Unallocated Tangible Assets                                                                                                                               0.42

Intangible Assets                                   26.58                     -           2.70                -                                         30.40

Unallocated Intangible Assets                                                                                                                             2.40

Depreciation & Amortisation                         29.70               31.44             2.05         83.29              12.99          7.29          166.75

Unallocated Depreciation / Amortisation
(Including on Revaluation)                                                                                                                              42.74




                                                                      F-29
Segment Information for the year ended March 31, 2008
                                                                                                                                             Rupees in Million
                                           Television         Filmed         Digital and        Sports       Broadcasting        Others          TOTAL
                                          Production &     Entertainment       Mobile          Marketing
                                           Marketing                          Content
Revenue
Total Revenue                                     737.18           133.92          17.78          7,202.44         1,802.20          0.66             9,894.18
Less: Inter Segment Revenue                                                                       2,621.80                                            2,621.80
External                                          737.18           133.92          17.78          4,580.64         1,802.20          0.66             7,272.38

Result
Segment Result                                     17.22           (47.77)         12.96           281.61        (1,228.30)        (17.89)            (982.17)

Add : Unallocated Income                                                                                                                                  8.93

Less: Unallocated Expenses                                                                                                                             133.11

Operating Profit/(Loss)                                                                                                                             (1,106.35)

Interest expenses                                                                                                                                      105.00

Interest/ Dividend Income                                                                                                                              173.97

Profit/(Loss) before Taxation                                                                                                                       (1,037.38)

Taxation                                                                                                                                                 44.58

Profit/(Loss) after Taxation                                                                                                                        (1,081.96)

Other Information

                                           Television         Filmed         Digital and        Sports       Broadcasting       Others            TOTAL
                                          Production &     Entertainment       Mobile          Marketing
                                           Marketing                          Content
Carrying Amount of Segment Assets                 841.43          (116.97)          40.67         1,647.94         1,052.16         22.78             3,488.01
Less: Inter Segment Assets                             -                 -                               -          (39.30)                           1,309.01
                                                  841.43          (116.97)         40.67          1,647.94         1,012.86         22.78             2,179.00

Unallocated Corporate Assets                                                                                                                          5,715.74

Total Assets                                                                                                                                          7,894.74

Carrying Amount of Segment Liabilities            291.88             6.12           0.36           808.58          1,461.17          4.18             2,572.29
Less: Inter Segment Liabilities                        -                -              -                -        (1,466.45)                           1,309.01
                                                  291.88             6.12           0.36           808.58             (5.28)         4.18             1,263.28

Unallocated Corporate Liabilities                                                                                                                     6,633.26

Total Liabilities                                                                                                                                     7,896.54


Capital Expenditure:

                                           Television         Filmed         Digital and        Sports       Broadcasting        Others           TOTAL
                                          Production &     Entertainment       Mobile          Marketing
                                           Marketing                          Content
Tangible Assets                                     0.01             0.02                  -         1.03              4.90         14.23                20.19

Unallocated Tangible Assets                                                                                                 -                             3.25

Intangible Assets                                  20.09           198.58                  -       820.12                   -                         1,038.79

Unallocated Intangible Assets                                                                                               -                            12.24

Depreciation & Amortisation                        25.47           162.94           0.25           655.89              9.00          3.79              857.34

Unallocated Depreciation / Amortisation
(Including on Revaluation)                                                                                                  -                             7.95




                                                                    F-30
Segment Information for the year ended March 31, 2007
                                                                                                                                              Rupees in Million
                                           Television           Filmed          Digital and      Sports         Broadcasting     Others           TOTAL
                                          Production &       Entertainment     Mobile Content   Marketing
                                           Marketing
Revenue
Total Revenue                                   1,014.13              86.42             18.51      4,120.38            755.01             -            5,994.45
Less: Inter Segment Revenue                                                                        1,428.17                                            1,428.17
External                                        1,014.13              86.42             18.51      2,692.21            755.01             -            4,566.28

Result
Segment Result                                     87.60            (79.41)             12.95       204.78            (921.84)      (2.06)             (697.98)

Add : Unallocated Income                                                                                                                                  7.76
                                                         -                -                 -               -                                                -
Less: Unallocated Expenses                                                                                                                               25.74

Operating Profit/(Loss)                                  -                -                 -               -                                          (715.96)

Interest expenses                                                                                                                                       147.43

Interest/ Dividend Income                                                                                                                               104.14

Profit/(Loss) before Taxation                            -                -                 -               -                                          (759.25)
                                                         -                -                 -               -                                                 -
Taxation                                                                                                                                                  37.86
                                                         -                -                 -               -
Profit/(Loss) after Taxation                             -                -                 -               -                                          (797.11)

Other Information

                                           Television           Filmed          Digital and      Sports         Broadcasting     Others            TOTAL
                                          Production &       Entertainment     Mobile Content   Marketing
                                           Marketing
Carrying Amount of Segment Assets               1,993.22            (53.41)             30.96       995.59             979.91        2.63              3,948.90
Less: Inter Segment Assets                                                                                                                                31.59
                                                                                                                                                       3,917.31

Unallocated Corporate Assets                                                                                                                           5,471.54

Total Assets                                           -                  -                 -            -                                             9,388.85
                                                       -                  -                 -            -                                                    -
Carrying Amount of Segment Liabilities            725.67              14.12              1.39       303.87              137.00       0.54              1,182.59
Less: Inter Segment Liabilities                        -                  -                              -            (129.96)                            31.59
                                                  725.67              14.12              1.39       303.87                7.04       0.54              1,151.00
                                                       -                  -                 -            -                                                    -
Unallocated Corporate Liabilities                                                                                                                      7,124.75
                                                         -                -                 -               -                                                 -
Total Liabilities                                        -                -                 -               -                                          8,275.75

Capital Expenditure:

                                           Television           Filmed          Digital and      Sports         Broadcasting     Others            TOTAL
                                          Production &       Entertainment     Mobile Content   Marketing
                                           Marketing
Tangible Assets                                     0.12                  -              0.01          0.97             53.52             -              54.62

Unallocated tangible Assets                              -                -                 -               -                                              9.74

Intangible Assets                                  21.24              46.43                 -               -            1.87                            69.54

Unallocated Intangible Assets                            -                -                 -               -                                              0.03

Depreciation & Amortisation                        28.94             103.98              0.29          1.13              2.41        1.11               137.86

Unallocated Depreciation / Amortisation
(Including on Revaluation)                                                                                                                                 7.25




                                                                        F-31
Segment Information for the year ended March 31, 2006
                                                                                                                                Rupees in Million
                                           Television           Filmed            Digital and       Sports         Others           TOTAL
                                          Production &       Entertainment       Mobile Content    Marketing
                                           Marketing
Revenue
Total Revenue                                      680.20               14.30              13.35        2,489.88       0.43              3,198.16
Less: Inter Segment Revenue                                                                             1,012.80                         1,012.80
External                                           680.20               14.30              13.35        1,477.08       0.43              2,185.36

Result
Segment Result                                    (793.63)             (3.37)               8.53         187.42        0.10              (600.95)

Add : Unallocated Income                                                                                                                  271.39

Less: Unallocated Expenses                                                                                                                 35.61

Operating Profit/(Loss)                                                                                                                  (365.17)

Interest expenses                                                                                                                            6.58

Interest/ Dividend Income                                                                                                                  47.83

Profit/(Loss) before Taxation                                                                                                            (323.92)

Taxation                                                                                                                                   29.05

Profit/(Loss) after Taxation                                                                                                             (352.97)

Other Information

                                           Television           Filmed            Digital and       Sports         Others            TOTAL
                                          Production &       Entertainment       Mobile Content    Marketing
                                           Marketing
Carrying Amount of Segment Assets                    83.49              22.75              17.63        1,452.97       3.89              1,580.72
Less: Inter Segment Assets                                                                                                                 483.19
                                                                                                                                         1,097.53
Unallocated Corporate Assets                                                                                                             2,318.99

Total Assets                                                                                                                             3,416.52

Carrying Amount of Segment Liabilities              698.61              10.53               0.21         821.22        0.09              1,530.66
Less: Inter Segment Liabilities                   (483.19)                  -                                 -                            483.19
                                                    215.42              10.53               0.21         821.22        0.09              1,047.47
Unallocated Corporate Liabilities                                                                                                          389.44

Total Liabilities                                                                                                                        1,436.91

Capital Expenditure:

                                           Television           Filmed            Digital and       Sports         Others            TOTAL
                                          Production &       Entertainment       Mobile Content    Marketing
                                           Marketing
Tangible Assets                                       1.77                   -              0.28           1.90             -                3.95

Unallocated Tangible Assets                                                                                                                  5.22

Intangible Assets                                    36.86              10.52               0.06           2.01                            49.45

Unallocated Intangible Assets                                                                                                                   -

Depreciation & Amortisation                          48.85                4.91              0.46           0.52        1.14                55.88

Unallocated Depreciation / Amortisation
(Including on Revaluation)                                                                                                                   8.02




                                                                   F-32
II. Secondary - Geographical Segments:
                                                                         (Rs. in Million)
                                                India        Outside India       Total
Revenue

March 31, 2006                                    1,093.35         1,092.01     2,185.36
March 31, 2007                                    3,335.70         1,230.58     4,566.28
March 31, 2008                                    5,372.02         1,900.36     7,272.38
March 31, 2009                                    3,898.01         2,133.44     6,031.45
March 31, 2010                                    5,415.70         2,077.08     7,492.78

Segment Assets

March 31, 2006                                    1,068.05           512.67     1,580.72
March 31, 2007                                    3,399.74           549.16     3,948.90
March 31, 2008                                    2,563.55           924.46     3,488.01
March 31, 2009                                    6,207.30           721.90     6,929.20
March 31, 2010                                    9,123.33         1,073.66    10,196.99

Capital Expenditure

March 31, 2006                                       52.29             1.11        53.40
March 31, 2007                                      123.23             0.93       124.16
March 31, 2008                                    1,058.27             0.71     1,058.98
March 31, 2009                                       42.16             2.59        44.75
March 31, 2010                                       41.85             0.17        42.02




                                         F-33
Notes:
 1 Reconciliation between Segment Revenue and Statement of Restated Consolidated Profits and Losses :
                                                                                                                                       Rupees in Million
                                                                                                        Year ended
                                                                     March 31,        March 31,         March 31,         March 31,         March 31,
                                                                       2010             2009              2008              2007             2006
    Total Segment Revenue                                             7,492.78         6,031.45            7,272.38        4,566.28           2,185.36
    Add:Unallocated Income                                                 3.98             8.64               8.93             7.76            271.39
    Add:Interest / Dividend Income                                      106.38           134.12              173.97          104.14              47.83
    Total Income                                                      7,603.14         6,174.21            7,455.28        4,678.18           2,504.58

    Sales                                                              7,333.09         5,909.77            6,755.03        4,517.65            2,167.83
    Other Income                                                         354.65           697.50              295.81          234.02              339.45
    Increase/(Decrease) in Air Time Inventory                             (0.54)            3.16               (7.68)          10.84                2.52
    Total Income before Restatement Adjustments                        7,687.20         6,610.43            7,043.16        4,762.51            2,509.80
    Less: Restatement Adjustments                                         84.05           436.22            (412.12)           84.33                5.22
    Total Income after Restatement Adjustments                         7,603.15         6,174.21            7,455.28        4,678.18            2,504.58



2   The accounting policies adopted for segment reporting are in line with the accounting policies adopted for the preparation of financial statements as
    disclosed.

3   Upto the year ended March 31, 2008 having regard to the financial accounting structure followed by the Company, operating cash and bank balances
    were considered as part of the respective segment assets and consequently inter segment receivables and payables resulting therefrom were considered
    as part of the respective segment assets and liabilities. During the year ended March 31, 2009 the Company has changed the financial accounting
    structure and accordingly all cash and bank balances have been considered as a part of Unallocated Corporate Assets. The effect of this on the segment
    assets and liabilities and the Unallocated Corporate Assets and liabilities as on March 31, 2009 and 2010 is not reasonably determinable.

4   The information regarding total amount of significant non - cash expenses, other than depreciation and amortisation in respect of segment assets, that
    are included in segment expenses for the years ended March 31, 2010, 2009, 2008, 2007 and 2006 has not been ascertained and accordingly the
    disclosure of significant non - cash expenses, as required by Accounting Standard 17 "Segment Reporting" has not been made by the Group.




                                                                         F-34
7. The specified disclosures for Operating Leases as required by Accounting Standard 19 - "Leases" are given
     below:

                                                                                                                                                 (Rupees in Million)
                                                                                   Year Ended        Year Ended       Year Ended         Year Ended   Year Ended
                                                                                    March 31,         March 31,        March 31,          March 31,    March 31,
          Particulars                                                                 2010              2009             2008               2007           2006
  (a)     Disclosures in respect of agreements for Office Premises taken on
          cancellable lease:
  (i)     Lease payments recognised in the Profit and Loss Account for the
          year                                                                             11.49            16.52             13.07             4.75            0.74
  (ii)    Significant leasing arrangements
          1. Under certain agreements, refundable interest free deposits / advance rent have been given.
          2. The agreement contain provision for increase in rent during the tenure of the agreements.
          3. The agreements generally contain provision for renewal.

  (b)     Disclosures in respect of agreement for non cancellable operating
          lease for office premises:
  (i)     Lease payment recognised in the Profit and Loss Account                            6.15             6.04             2.78             2.68            1.79
  (ii)    Future Lease rentals
          - Payable within 1 year                                                            2.45             5.56             4.86             2.90            2.58
          - Payable after 1 year but within 5 years                                              -            1.85             6.48                -            2.83
          - Payable after 5 years                                                                -               -                -                -               -
  (iii)   Significant leasing arrangements
          1. The agreement does not contain any restrictive covenants.
          2. The agreement does not contain provision for renewal.
          3. The agreement provides for change in rental if the taxes leviable on such rentals change.

  (c)     Disclosures in respect of agreements for office premises given on
          lease :
  (i)     Gross carrying amount ( including amount added on revaluation) as
          at the year end                                                                 300.83            149.89           286.73            80.13           48.24
  (ii)    Accumulated depreciation as at the year end                                      54.47             15.51            17.45            18.06           12.96
  (iii)   Depreciation recognised in the Profit and Loss Account for the
          period for which the office premises were given on lease                          9.36               9.51            2.95             2.50            1.38
  (iv)    Future minimum lease payments under non – cancellable operating
          lease :
          - Not later than one year                                                         1.05                  -                -               -               -
          - later than one year but not later than five years                                   -                 -                -               -               -
          - Later than five years                                                               -                 -                -               -               -
  (v)     Significant leasing arrangements
          1. The agreements generally contain provision for renewal.
          2. The period of agreements ranges between 11 months to 33 months.
          3. Certain agreements prohibited sub leasing.
          4. Under one of the agreements only the licensee can terminate the agreement after a specified period.
  (vi)    The initial direct costs are recognised as an expense in the Profit and Loss Account in the year in which they are incurred.




                                                                           F-35
8. Components of Deferred Tax Assets / (Liabilities) (Net) are as follows:
                                                                                                                        (Rupees in Million)
                              Particulars                                                           As at
                                                                       March 31,     March 31,     March 31,     March 31,     March 31,
                                                                         2010          2009          2008          2007         2006

Deferred Tax Assets
Fixed Assets / Depreciation                                                      -             -             -         6.61              -
Auditors Qualification                                                        6.12         17.64         17.65        17.48          17.47
Provision for Compensated Absences and Gratuity                               3.19          3.31          2.43         1.92           0.79
Provision for Doubtful Debts / Advances                                      31.64             -          1.19            -           3.33
Professional fees disallowed on account of non payment of TDS                    -             -             -         0.68              -
Miscellaneous Expenditure                                                        -          0.59          0.89         1.17           1.47
Total (A)                                                                    40.95         21.54         22.16        27.86          23.06
Deferred Tax Liabilities
Fixed Assets / Depreciation                                                  11.19         16.93         26.47            -           9.99
Excess provision for expenses, written back                                      -          2.47          1.93         8.97           7.52
Bad debts written off earlier, recovered                                         -             -             -         0.84           0.84
Write back of provision of doubtful debts                                        -             -             -         0.40           0.40
Total (B)                                                                    11.19         19.40         28.40        10.21          18.75

Net Deferred Tax Assets / (Liabilities) (Net) (A-B)                          29.76          2.14        (6.24)        17.65           4.31

Note:
The above includes deferred tax impact of Restatement Adjustments.




                                                                     F-36
9. The proportionate share (without elimination of intra group balances and inter group transactions) in Assets, Liabilities, Income and Expenditure in respect of jointly
   controlled entities, based on their Restated Financial Statements, which are considered in the Restated Consolidated Summary Statements are given below:


                                                                                                                                                               (Rupees in Million)