Investment in Maa TV

Presentation to the Investment Committee

August 17th, 2012

DRAFT July 26th, 2012

DRAFTFOR DISCUSSION ONLY

2

• SPE has an opportunity to expand beyond its current focus on Hindi-speaking markets and

acquire a controlling stake in Maa TV, a bouquet of regional Telugu channels

• Maa TV has grown rapidly and has recently overtaken ETV to become the #2 channel in Andhra

Pradesh

• Acquisition of Maa TV will provide strategic benefits to both SPE and to Sony

− Improves competitive positioning and brings SPE one step closer to a national India footprint

− Capitalizes on the growth in ad revenues for Southern regional language channels that are growing faster than Hindi channels and diversifies ad revenue to regions that aren’t affected by the same factors that affect the Hindi market

− Andhra Pradesh is the 2nd largest regional C&S market in India and is expecting to grow at a 14%-16% CAGR for ad revenue and 23%-25% CAGR for subscription revenue through 2015

− Provides a platform for the regional rollout of MSM franchises such as SAB and MIX

• SPE is seeking approval to acquire a majority stake in Maa TV for INR 6.1BN ($111MM) with

INR 5.9BN ($107MM) payable in FYE13 and INR 200MM ($3.6MM) payable in FYE15

• NPV of $23MM, IRR of 17% and payback period of 11 Years

• Acquisition will be funded out of SPE/SPT cash flow

Executive Summary

3

SPT Networks Growth Strategy

• The Indian TV market is critical to the continued success of SPT Networks– India is expected to be one of the top 3 world economies by 2050, is currently the 3 rd largest TV audience in the world

and is adding ~9MM TV households annually

– The media industry in India is forecast to grow at a 15% CAGR through 2016; television is expected to be a primary driver of this growth, with an expected 17% CAGR over the same period

• Regional channels are key factors to ongoing success in India‒ Higher forecast growth in ad and subscription revenues, higher per capita incomes and greater combined viewership

than the Hindi regions

‒ Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively; SPE owns 1

– Adding regional channels to TheOneAlliance1 partnership would strengthen our distribution bouquet, making it a more compelling offering in all parts of the country

• SPE’s existing India operations will drive strong growth in Maa TV– MSM will manage Maa TV’s operations, narrow the pricing gap with its main regional competitor and realize efficiencies

through economies of scale (i.e. decreased programming costs (2) and higher ad rate growth)

– Maa TV’s ad rates are lower than its #2 market position would suggest (INR 2,300 effective rate versus INR 8,200 for the #1 regional channel)

• Investment in Maa TV is consistent with SPT’s growth strategy and is highly strategic to future growth and profitability

1 TheOneAlliance is a channel distribution joint venture with Discovery Communications(2)MSM will be able to provide Maa TV with access to its large content catalog to be dubbed into regional languages. Maa TV already purchases programming from MSM (in FYE12 Maa TV purchased CID for INR 18MM)

• Maa TV operates 4 channels in Andhra Pradesh, the second largest regional ad market in India

– Maa TV (GEC), Maa Music, Maa Movies and Maa Gold (formerly Maa Junior)

• Maa TV, the flagship channel, is currently the #2 channel in Andhra Pradesh, after recently passing ETV in ratings

• From FYE09 to FYE11 Maa TV’s revenue increased by over 60% due primarily to increased sellout and higher advertising rates; EBITDA more than doubled over the same period

• Current shareholders are N. Prasad (67.2%), local actors (30.7%) and key employees participating in ESOP plan (2.1%)

• Maa TV has 400 employees

Overview of Maa TV

4FYE09 FYE10 FYE11

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5

10

15

20

25

14

19

23

FYE09 FYE10 FYE11 -

1

2

3

4

5

6

2

4

5

($MMs) ($MMs)Revenue EBITDA

Note: Historical period is shown with unadjusted EBITDA and has been restated using a constant FX rate of 55 INR:USD

5

Maa TV offers a unique opportunity to the Sony GroupSPE Regional platform: Maa TV is the last significant regional platform which can be used to

organically build the SPE Regional presence in different states (Karnataka, Tamil Nadu, Kerala) and leverage existing brand franchises such as SAB and MIX; upside of those opportunities have not been included in the financials

Diversification and competitive position: Telugu market is faster growing than the Hindi national market and is more self contained than the Hindi market

Distribution: Strengthens TheOneAlliance distribution bouquet by adding regional channels and making it a more compelling offering in all parts of the country

Efficiencies: Ad sales, distribution infrastructure and management services to be provided by MSM over time

SONY

Sony brand exposure: With a careful migration to Sony branding, Maa TV offers an opportunity to expand the Sony brand presence with a deep penetration of small town India in the 3 rd richest state where there is 90%+ cable & satellite penetration and hence a ready market for Sony electronics

Integration of hardware/content: Over time, implementation of one-click exclusive access to Maa TV’s library content on various hardware products like Sony Bravia TVs and Sony mobile phones supports premium pricing for these products

On the ground presence: Maa TV on the ground activities can be used to showcase Sony products and give it a leadership profile in the Andhra Pradesh market

6

Maa TV Deal Status• Drafts of the shareholder and share purchase agreements are being negotiated

• SPE to acquire 52.3% of Maa TV for a total purchase price of INR 6.1BN ($111M), representing an enterprise value of INR 11.2BN ($204MM)

– SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107MM) by purchasing shares from existing shareholders and assuming or repaying $9MM in debt

– Additional 1.3% to be purchased in FYE15 from employee stock option holders for INR 200MM (~$3.6MM) (1)

– Purchase price derived as 23.3x reported FYE12 EBITDA of INR 482MM ($8.8MM). (2)

• Maa TV performance year-to-date is on budget; FYE13 Q1 EBITDA is INR 138MM ($2.5MM)

• In terms of FYE13, multiple of acquisition is 19.8x EBITDA vs. 23.3x trailing

• SPE will have a call option on the 47.7% minority position beginning on the 5th anniversary of closing

– Call option will be for fair market value, determined by mutual agreement, or by independent valuation if agreement cannot be reached

– If SPE does not exercise its call by the 7th anniversary of closing, minority shareholders can force a sale of 100% of the company to a third party.

• There will be a 7-member board, with 4 members appointed by SPE, therefore SPE will control the board and the Company

• Share transfer restrictions for 5 years (except SPE can transfer to an affiliate).  After that if a shareholder wishes to transfer shares the other shareholders have rights of first negotiation and last refusal.

(1) Purchase price calculation based on multiple of FYE14 EBITDA(2) EBITDA figures presented reflect adjustments due to FYE12 non-operating income itemsAssumed FX rate of 55 INR:USD

120

140

160

180

200

220

240

260

Source: Deloitte Valuation

Third Party Valuation

$257

$235

$195

$168

$144

Proposed SPE enterprise value

($204MM) for 100%

($MMs converted from INR at 55 INR:USD)

• Deloitte Touche Tohmatsu (D&T) was engaged to value Maa TV

• SPE’s proposed purchase price is at the low end of the value that SPE or another strategic buyer is expected to derive from this acquisition of Maa TV

Independent Fair Market Value Range – 100% Value

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• At SPE’s proposed price of $111MM (including $9MM debt assumption) for 52.3%, SPE’s estimated post-tax IRR is 17% and payback is 11 years. If assumed interest of 8.4% is applied to cash flows, IRR would decrease to 3.5%.

Notes: These comparables do not include ETV that would be considerably higher. Transaction comp includes Asianet-Star acquisition, adjusted for time since close. Public comps include Sun TV and Zee TV, both of which have operations in Andhra Pradesh Assumed FX rate of 55 INR:USD

$208

19.1x

16.4x

29.2x

23.6x

26.7x

22.2x

WeightedOverallValue

DCFComps

Public/Trans

BE SURE TO ASK DREW ABOUT THIS WORDING

Financial Impact to SPE

8

EBIT Impact• Acquiring a controlling interest will allow SPE to consolidate Maa TV and is expected to increase SPE’s EBIT by over $20MM

per year by FYE17

Cash Impact

(a) Assumes December 31, 2012 close(b) it is our intent to not pay dividends until $10MM in working capital is achieved on the balance sheet, after which dividends will be paid on 100% of cash available

Cumulative cash flow break even estimated at 11 years

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 (a) FYE14 FYE15 FYE16 FYE17 Total

EBIT before Purchase Price Amort 2.3 13.8 19.3 27.9 32.1 95.4Less: Purchase Price Amortization (4.0) (15.4) (13.1) (11.2) (9.1) (52.9)Incremental Annual EBIT to SPE (1.7) (1.6) 6.2 16.7 22.9 42.5

Cumulative EBIT to SPE (1.7) (3.3) 2.9 19.5 42.5

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 (a) FYE14 FYE15 FYE16 FYE17 Total

Cash Flow Before Dividends (0.3) 1.8 7.3 13.1 16.8 38.8

Minority Dividends(b) 0.0 0.0 0.0 6.3 8.0 14.3Cash Flow to SPE after Minority Dividends (0.3) 1.8 7.3 6.9 8.8 24.5Less: Purchase Price (107.4) (3.6) (111.0)

Net Cash Flow to SPE (107.7) 1.8 3.7 6.9 8.8 (86.5)

Cumulative Cash Flow to SPE (107.7) (105.8) (102.1) (95.2) (86.5)

Maa TV Financial Summary

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All years for fiscal years ending March 31st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation feesExcludes impact of proposed TRAI changes to television advertising guidelines(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs; stub period amounts are included in FYE13 column

(b) Purchase Price of $204MM based on FYE12 reported EBITDA of $8.8MM, assumption of debt and ESOP share purchase; EBITDA adjusted here for changes to amortization policy in FYE12; Company changed its amortization policy in FYE12 and adjustment upwards was largely effect of moving a portion of show amortization to previous year.

(c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10%

Post-Acq FYE12-FYE17(US$ MMs) FYE11 FYE12 FYE13 FYE13 (a) FYE14 FYE15 FYE16 FYE17 CAGR

Jan-MarStub Period

Ad Revenue 19.3 27.2 35.8 8.9 43.1 52.5 65.8 75.2 23%Growth 41% 32% 20% 22% 25% 14%

Subscription Revenue 5.1 6.6 7.3 1.8 8.8 10.8 12.1 13.4 15%Growth 29% 10% 22% 23% 12% 10%

Net Revenue 22.8 31.4 39.2 9.8 47.5 57.8 71.0 80.6 21%Growth 23% 38% 25% 21% 22% 23% 14%

Total Operating Expenses 6.0 8.8 11.3 2.8 12.6 14.1 15.3 17.0 14%Adjusted EBITDA(b) 5.9 9.4 10.3 2.6 14.9 20.6 29.2 33.4 29%

Margin 26% 30% 26% 26% 31% 36% 41% 41%

Depreciation 0.8 1.1 1.0 0.2 1.1 1.3 1.4 1.4Purchase Price Amortization (c) 4.0 15.4 13.1 11.2 9.1

EBIT 5.1 8.3 9.3 (1.7) (1.6) 6.2 16.7 22.9 23%Margin 22% 26% 24% -17% -3% 11% 23% 28%

Net Income 3.1 4.9 5.7 (2.6) (6.3) (0.2) 7.4 12.3 20%

Cash Flow (1.1) (0.3) 1.8 7.3 13.1 16.8

Maa TV EBIT to Cash Flow Reconciliation

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(a) Assumes December 31, 2012 close(b) PPA analysis conducted by E&Y; intangibles include movie library, trade name, customer relationships, carriage agreements and supply agreements with useful lives of 3-10 years(c) Based on 100% cash flow before dividends.

Jan-Mar Fiscal Years Ending March 31($MMs) FYE13 FYE13 (a) FYE14 FYE15 FYE16 FYE17

EBIT 9.3 (1.7) (1.6) 6.2 16.7 22.9

Add: PPA(b) 4.0 15.4 13.1 11.2 9.1EBIT Before PPA 9.3 2.3 13.8 19.3 27.9 32.1

Net Income 5.7 1.4 9.1 12.9 18.6 21.4

Add: Depreciation 1.0 0.2 1.1 1.3 1.4 1.4Less: Cap Ex (1.7) (0.4) (2.9) (2.5) (1.3) (1.3)Add: Programming Amort 17.6 4.4 20.0 23.1 26.4 30.1Less: Programming Purchases (22.9) (5.7) (25.0) (27.6) (30.4) (33.4)Add: Interest (net of Tax) 0.5 0.1 0.1 0.0 0.0 0.0+/- Working Capital Changes (1.3) (0.3) (0.5) 0.2 (1.7) (1.5)

Cash Flow(c) (1.1) (0.3) 1.8 7.3 13.1 16.8

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Regulatory Approvals

• This transaction is subject to regulatory approval by three different bodies

– Foreign Investment Promotion Board (FIPB)– Reserve Bank of India (RBI)

– Ministry of Information and Broadcasting (MIB)

• Timing on regulatory approval is uncertain, but could be as little as 2 to 3 months after signing, and although unlikely, as late as 1 year after signature

• We will need additional FIPB approvals for 1.3% stake in FYE15 and 47.7% stake in 5 years

• SPE purchase of 1.3% and 47.7% stakes will be conditioned on receiving FIPB approval

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Risk and Mitigation

Risk Mitigation

Downturn in Indian advertising marketMSM’s expanded footprint and premier client list insulates against this better than Maa TV or MSM stand-alone

Channel growth slower than expected

Key performance drivers relate to improving the programming, advertising sales, and channels distribution, which are areas of expertise of MSM management

Difficulties integrating with MSM leads to operational disruptions

MSM proposes to keep existing Management in place and only slowly integrate Operations with the exception of distribution

Evolving regulatory framework may reduce advertising minutes

MSM management does not feel that the recent recommendations by the TRAI will be implemented

SPE will need to receive FIPB approval to exercise our call option after year 5

We know of no specific reason why the FIPB would not approve the buy-up

Next Steps

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• Seek approval from the Group Executive Committee

• Complete and execute long form documents

• Submit filings and obtain regulatory approvals

• Close

APPENDIX

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Maa TV Detailed Shareholding – Pre-and Post-Transaction

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[investigating accounting impact of ESOP]

Shareholder Pre Close Percent

FYE13 Initial Purchase

Post Initial Purchase Percent

FYE15 ESOP Exercise/Sale

Post FY15 ESOP Exercise Percent

Total SPE Shares 30,888,670 51.00% 31,700,145 52.34%

N Prasad & Group 38,711,130 63.92%Others (to be bought out by N Prasad prior to close) 1,985,670 3.28%

Total N Prasad & Group 40,696,800 67.19% (21,196,670) 19,500,130 32.20% 19,500,130 32.20%

Chiranjeevi Group 11,800,000 19.48% (5,857,000) 5,943,000 9.81% 5,943,000 9.81%

Nagarjuna Group 6,000,000 9.91% (2,978,000) 3,022,000 4.99% 3,022,000 4.99%

C. Ramakrishna 800,000 1.32% (400,000) 400,000 0.66% 400,000 0.66%

Employee Stock Options 1,268,475 2.09% (457,000) 811,475 1.34% (811,475)

Total Diluted Equity 60,565,275 100.00% (30,888,670) 60,565,275 100.00% (811,475) 60,565,275 100.00%

SPE Cash Outlay / Ownership $107.4MM 51.00%(a) $3.6MM 52.34%

Initial purchase based on valuation of 22x FYE12 reported EBITDA of $8.8MM; purchase of 1.34% in FY15 based on 18x FYE14 EBITDAFYE15 ESOP share purchase will require option holders to pay a per-share amount to the company to convert options; SPE will then pay 18x FYE14 EBITDA*1.34%(a) Due to presence of 811,475 employee stock options, which are not shares until exercised, SPE will effectively own 51.7% at close of initial transaction; table shown on fully-diluted basis

• FYE15 cash outlay for ESOP shares

• In the event the Maa ESOP participants do not sell to SPE, SPE’s share will not be diluted below 51%

FYE15 ESOP Plan Details

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With no ESOP share purchase in FYE15 Shares Owned PercentTotal SPE Shares 30,888,670 51.00%Total N Prasad & Group 19,500,130 32.20%Chiranjeevi Group 5,943,000 9.81%Nagarjuna Group 3,022,000 4.99%C. Ramakrishna 400,000 0.66%Employee Stock Options (converted, not sold to Sony) 811,475 1.34%Total Diluted Equity 60,565,275 100.00%

1.34% ESOP share purchase:FYE14 EBITDA ($MMs): 15.0Multiple applied 18.0xFMV of Company for ESOP Share Calc ($MMs) 270

Total ESOP Shares Outstanding in FY14 811,475Percent of Total Equity 1.34%

Cash Outlay in FYE15 $3.6MM

Income Statement FYE11 – FYE17F

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Excludes impact of proposed TRAI changes to television advertising guidelines(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs(b) EBITDA adjusted for changes to amort policy in FYE12 – Mgmt changed from 75/25 in Y1 / Y2 to 100% in Y1. Adjustment resulted in 25% amortization movement from FYE12 to FYE11(c) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10%

Post-Acq FYE12-FYE17(US$ MMs) FYE11 FYE12 FYE13 FYE13 (a) FYE14 FYE15 FYE16 FYE17 CAGR

Jan-MarStub Period

Ad Revenue 19.3 27.2 35.8 8.9 43.1 52.5 65.8 75.2 23%Growth 41% 32% 20% 22% 25% 14%

Subscription Revenue 5.1 6.6 7.3 1.8 8.8 10.8 12.1 13.4 15%Growth 29% 10% 22% 23% 12% 10%

Digital/New Media 0.6 0.7 0.9 0.2 1.4 1.5 1.7 1.8 22%Other 0.0 0.1 0.0 0.0 0.0 0.0 0.0 0.0

Gross Revenue 25.0 34.5 44.0 11.0 53.3 64.8 79.6 90.4 21%Growth 38% 27% 21% 22% 23% 14%

Service Tax 2.3 3.2 4.8 1.2 5.8 7.0 8.6 9.8

Net Revenue 22.8 31.4 39.2 9.8 47.5 57.8 71.0 80.6 21%Growth 23% 38% 25% 21% 22% 23% 14%

Programming Expense 11.0 13.2 17.6 4.4 20.0 23.1 26.4 30.1 18%Percent of Revenue 48% 42% 45% 45% 42% 40% 37% 37%

Tapes & Telecasts 0.8 1.1 1.7 0.4 2.0 2.2 2.1 2.2 16%Carriage costs 0.4 0.9 1.3 0.3 1.1 0.9 0.9 0.9 2%Personnel 2.9 3.9 4.5 1.1 5.2 6.1 6.8 7.8 15%Admin Expenses 1.1 1.5 1.5 0.4 1.8 1.9 2.3 2.6 11%Selling & Dist 0.8 1.4 2.3 0.6 2.6 2.9 3.2 3.5 20%Total Operating Expenses 6.0 8.8 11.3 2.8 12.6 14.1 15.3 17.0 14%

Adjusted EBITDA(b) 5.9 9.4 10.3 2.6 14.9 20.6 29.2 33.4 29%Margin 26% 30% 26% 26% 31% 36% 41% 41%

Depreciation 0.8 1.1 1.0 0.2 1.1 1.3 1.4 1.4Purchase Price Amortization (c) 4.0 15.4 13.1 11.2 9.1

EBIT 5.1 8.3 9.3 (1.7) (1.6) 6.2 16.7 22.9 23%Margin 22% 26% 24% -17% -3% 11% 23% 28%

Finance Charges 0.5 1.0 0.8 0.2 0.1Tax 1.5 2.4 2.8 0.7 4.5 6.4 9.2 10.6

Net Income 3.1 4.9 5.7 (2.6) (6.3) (0.2) 7.4 12.3 20%

Cash Flow (1.1) (0.3) 1.8 7.3 13.1 16.8

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Advertising Revenue

• Represents ~80% of gross revenue

• Forecast is calculated as effective rate multiplied by expected utilization of 86%-90%. Utilization

in FYE12 was 86%

• Maa receives a weekday effective rate of ~INR 2,300, 28% of Gemini’s INR 8,200

‒ Maa’s effective rate in FYE17 is expected to be 5,800, representing a 21% CAGR

‒ If Maa achieves its forecast and Gemini grows at the market rate of 15%, Maa’s rate will still be just 35% of

Gemini’s in FYE17, as shown below

FYE12 FYE13 FYE14 FYE15 FYE16 FYE17 -

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

2,266 2,575 3,090 3,863

5,022 5,825

8,200 9,430

10,845

12,471

14,342

16,493

Maa ER Gemini ER

(INR)

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Subscription Revenue

• Represents ~15-20% of gross revenue

• Forecast is calculated as rate (by MSO) multiplied at a forecast year-over-year rate of growth

• Maa receives an effective rate per reported subscriber of INR 6 versus INR 15 for Gemini and

INR 11 for Zee and ETV

• Maa’s management has a conservative view on the effects of digitization and has experienced

resistance from MSOs regarding price increases. As a result, Maa is forecasting subscription

revenue to grow at a 15% CAGR, versus the market forecast rate of 23-25%

• This represents potential upside if MSM is able to negotiate higher rates than Maa

management is expecting to achieve independently

($MMs) FYE12 FYE13 FYE14 FYE15 FYE16 FYE17MSO Revenue 4.2 4.5 5.3 6.6 7.2 7.7

DTH Revenue:Airtel-Bharti 0.3 0.3 0.4 0.5 0.5 0.6

Dish 0.3 0.4 0.5 0.6 0.7 0.9

Reliance 0.2 0.2 0.2 0.3 0.4 0.4

Sun Direct 0.6 0.6 0.7 0.9 1.0 1.2

Tata Sky 0.2 0.4 0.4 0.5 0.5 0.6

Videocon 0.3 0.3 0.4 0.5 0.6 0.8

Total DTH 1.8 2.2 2.7 3.2 3.8 4.5

Outside of AP 0.5 0.6 0.9 1.0 1.1 1.2

Total Distribution Revenue 6.6 7.3 8.8 10.8 12.1 13.4

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Programming Expenses

• Programming expenses are expected to remain high in the forecast period

• Movies represent by far the largest programming expenditure – 40%-48% during the forecast

period

FYE12-FYE17($MMs) FYE12 FYE13 FYE14 FYE15 FYE16 FYE17 CAGR

Main Channel 11.3 12.8 14.6 16.8 19.2 21.9 14%Maa Music 0.1 0.7 0.8 0.9 1.1 1.2 55%Maa Movies 1.3 1.3 1.5 1.7 1.9 2.2 10%Maa Gold / Junior 0.4 2.8 3.1 3.6 4.2 4.8 61%

Total 13.2 17.6 20.0 23.1 26.4 30.1 18%Percent of Revenue 42% 45% 42% 40% 37% 37%

Maa TV Balance Sheet at March 31, 2012

Values in INR MMs

Current Assets Current Liabilities

Inventories 1,010 Short-term borrowings 346

Trade Receivables 401 Trade payables 33

Cash and Bank Balances 35 Other current liabilities 146

Short -term loans and advances (net of provisions)108 Short-term provisions 24

Other current assets 27 Total Current Liabilities 550

Total Current Assets 1,582

Non-Current Liabilities

Non-Current Assets Long-term borrowings 73.7

Fixed assets (Net) 241 Deferred tax liabilities (Net) -

Tangible assets 238 Other Long term liabilities -

Intangible assets 2 Long-term provisions 3

Capital WIP - Total Non-Current Liabilities 77.0

Deferred tax assets (net) 9

Long- term loans and advances 57 Shareholders Equity

Total Non-Current Assets 307 Share Capital 593

Reserves and Surplus 668

Total Shareholders Equity 1,261

Total Assets 1,888 Liabilities and Shareholders Equity 1,888

21Note: this will have to be updated for close

Maa TV Valuation Summary

US$ values slightly different than Deloitte presentation on June 25th due to FX rate (DT assumed 52 INR/USD, we have assumed 55 INR/USD throughout the deck)

Current FX rate is ~56 INR/USD

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Valuation SummaryINR MMs US$ MMs

Low High Low HighConcluded Range 10,700.0 12,900.0 Concluded Range 194.5 234.5

Discounted Cash Flow 11,435.0 14,116.0 Discounted Cash Flow 207.9 256.7

Comparable Company - EV/Revenue 10,063.0 11,682.0 Comparable Company - EV/Revenue 183.0 212.4Comparable Company - EV/EBITDA 8,222.0 9,244.0 Comparable Company - EV/EBITDA 149.5 168.1Comparable Company - EV/EBIT 8,509.0 9,454.0 Comparable Company - EV/EBIT 154.7 171.9Comparable Company - Price/Earnings 8,903.0 10,222.0 Comparable Company - Price/Earnings 161.9 185.9

Comparable Transaction - EV/Revenue 11,398.0 12,476.0 Comparable Transaction - EV/Revenue 207.2 226.8Comparable Transaction - EV/EBITDA 7,897.0 8,521.0 Comparable Transaction - EV/EBITDA 143.6 154.9

Denotes values used in value chart in main deck

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DCF Summary - INR(INR MMs) FYE13 FYE14 FYE15 FYE16 FYE17 FYE18 Terminal

EBITDA 567 820 1,132 1,608 1,838 2,028 Depreciation 55 62 69 75 75 83EBIT 513 757 1,063 1,533 1,763 1,946 Interest 42 4 Profit before Tax 470 753 1,063 1,533 1,763 1,946Tax 155 250 352 508 584 631PAT 315 503 711 1,026 1,180 1,315Depreciation 55 62 69 75 75 83Capex (93) (157) (136) (70) (70) (83)Programming Amortization 968 1,097 1,269 1,454 1,657 1,823Programming Purchases (1,260) (1,377) (1,519) (1,670) (1,836) (2,045)Interest, Net of Tax 29 3+/- D Working Capital (71) (30) 9 (93) (84) (73)Net Cash Flows (58) 101 403 722 921 1,019 1,179

Terminal Value 21,436

Cash Flows (undiscounted) (58) 101 403 722 921 1,019 21,436

Timing Factor 0.5 1.5 2.5 3.5 4.5 5.5 5.5PV Factor 0.94 0.84 0.74 0.66 0.59 0.52 0.52

Cash Flows (discounted) (55) 85 300 478 542 533 11,215

Discrete Period 1,884 Terminal Period 11,215 Total Enterprise Value 13,099 Discount Rate 12.50%Less Debt (498) Terminal Growth 7.00%Add Cash 35 Implied FY18 Exit Multiple 10.6xEquity Value 12,637 Pct of value from Terminal Pd 89%

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DCF Summary – US$(US$ MMs) FYE13 FYE14 FYE15 FYE16 FYE17 FYE18 Terminal

EBITDA 10.3 14.9 20.6 29.2 33.4 36.9 Depreciation 1.0 1.1 1.3 1.4 1.4 1.5 EBIT 9.3 13.8 19.3 27.9 32.1 35.4 Interest 0.8 0.1 PBT 8.6 13.7 19.3 27.9 32.1 35.4 Tax 2.8 4.5 6.4 9.2 10.6 11.5 PAT 5.7 9.1 12.9 18.6 21.4 23.9 Depreciation 1.0 1.1 1.3 1.4 1.4 1.5 Capex (1.7) (2.9) (2.5) (1.3) (1.3) (1.5) Programming Amortization 17.6 20.0 23.1 26.4 30.1 33.1 Programming Purchases (22.9) (25.0) (27.6) (30.4) (33.4) (37.2) Interest, Net of Tax 0.5 0.1 +/- D Working Capital (1.3) (0.5) 0.2 (1.7) (1.5) (1.3) Net Cash Flows (1.1) 1.8 7.3 13.1 16.8 18.5 21.4

Terminal Value 389.8

Cash Flows (undiscounted) (1.1) 1.8 7.3 13.1 16.8 18.5 389.8

Timing Factor 0.5 1.5 2.5 3.5 4.5 5.5 5.5 PV Factor 0.943 0.838 0.745 0.662 0.589 0.523 0.523

Cash Flows (discounted) (1.0) 1.5 5.5 8.7 9.9 9.7 203.9

Discrete Period 34.3 Terminal Period 203.9 Total Enterprise Value 238.2 Discount Rate 12.50%Less Debt (9.1) Terminal Growth 7.00%Add Cash 0.6 Implied FY18 Exit Multiple 10.6xEquity Value 229.8 Pct of value from Terminal Pd 89%

Comparable Companies and Transaction Analysis

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Relevant Public Comps EV/EBITDAFYE14

Zee Entertainment Enterprises Ltd 11.4xSun TV Network Ltd 7.7xAverage 9.5x

($ MMs)

Maa FYE14 EBITDA 15.0Multiple Applied 9.5xEnterprise Value 142.3Less Market Level of Debt (28.5)Equity Value (minority) 113.9Control Premium 30% 34.2Equity Value (controlling) 148.0

Plus Market Level of Debt 28.5Enterprise Value 176.5Less Debt (9.1)Plus Cash 0.6

Equity Value - Controlling 168.1

Relevant M&A Comp($MMs)

Transaction Asianet-StarDate 2009Percent Sought 51%Implied EV 393.4FYE10 EBITDA 20.1EV/EBITDA 19.5xPublic Multiple Decline since Close -31%Asianet Multiple Adjusted for Time 13.6xMultiple Applied 13.0x

FYE13 EBITDA (est at 31% of revenue) 11.7Enterprise Value 151.7

Less Debt (9.1)Plus Cash 0.6

Equity Value 143.3

26

IRR / Payback Calculations

IRR Calculation

Payback Calculation

(a) Assumes December 31, 2012 close and excludes $5MM in estimated transaction costs(b) Calculated as cash flow not paid out to minority shareholders as dividends

($MMs) FYE13 FYE14 1.3% Purch FYE15 FYE16 FYE17 FYE18Purchase Price (107.42) (3.59) Cash Inflows after minority Dividends (0.26) 1.84 7.33 6.86 8.76 52.28% of FYE18 CF 11.21 52.28% of undiscounted Term Value 203.76 Net CF (107.42) (0.26) 1.84 (3.59) 7.33 6.86 8.76 214.97

Dates 12/31/2012 3/31/2013 3/31/2014 9/15/2014 3/31/2015 3/31/2016 3/31/2017 3/31/2018

IRR 16.8%NPV 22.4

Year from Close 0 1 2 3 4 5 6 7 8 9 10 11Fiscal Year ($MMs) FYE13 FYE14 FYE15 FYE16 FYE17 FYE18 FYE19 FYE20 FYE21 FYE22 FYE23 FYE24

Net Cash Flow to SPE(b) (107.7) 1.8 3.7 6.9 8.8 9.6 10.6 11.7 12.8 14.1 15.5 17.1Cash Flow Growth 84% 28% 10% 10% 10% 10% 10% 10% 10%Cumulative Cash Flow (107.7) (105.8) (102.1) (95.2) (86.5) (76.9) (66.3) (54.6) (41.8) (27.7) (12.2) 4.9Cash Flow Payback Years 11