Investment in Maa TV

Presentation to the Investment Committee

August 21st, 2012

DRAFT August 17th, 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

− 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 6.2BN ($113MM) with INR 5.9BN ($107.4MM) payable in FYE13 and INR 300MM ($5.4MM) payable in FYE15

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

Executive Summary

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SPT Networks Growth Strategy

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)

• The Indian TV market is critical to the continued success of SPT Networks– India comprises almost 20% of the world’s population 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

• Footprint expansion is crucial to SPT’s ongoing success in India‒ Captures growth: Higher forecast growth in ad and subscription revenues, higher per capita incomes and greater

combined viewership than the Hindi regions

‒ Improves SPT’s competitive positioning: Zee and Star (News Corp) currently own 6 and 12 regional channels, respectively; SPE owns 1

– Enhances other SPT business: 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

Overview of Maa TV

4FYE09 FYE10 FYE11

-

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

• 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)

– Andhra Pradesh is the 2nd largest regional cable & satellite television 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

• 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

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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 MSM India brand franchises such as SAB and MIX; upside of these opportunities have not been included in the financials

Diversification and competitive position: Telugu market is faster growing and 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 with 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 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

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

• SPE to acquire 53% of Maa TV for a total purchase price of INR 6.2BN ($113MM), representing an enterprise value of INR 11.3BN ($205MM)

– SPE will acquire 51% of fully-diluted equity at close for INR 5.9BN (~$107.4MM) by purchasing shares from certain shareholders as agreed among the existing shareholders

– Additional 2% to be purchased in FYE15 from key individuals for INR 300MM (~$5.4MM) (1)

– Purchase price derived as 23.4x reported FYE12 EBITDA of INR 482MM ($8.8MM). (2)

• Maa TV performance YTD is on budget; FYE13 EBITDA Budget is INR 567MM ($10.3MM)

• FYE13 multiple of acquisition is 19.8x EBITDA vs. 23.4x trailing

• SPE will have a call option on the 47% minority position beginning on the 5th anniversary of closing– Call option will be for fair market value, determined by mutual agreement (most likely an appropriate multiple of EBITDA),

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

• Maa TV will have 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 any party can transfer to an affiliate).

• Key management to remain in place immediately post-close, with proper integration over time

(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

($205MM) 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 $113MM (including $9MM debt assumption) for 53%, SPE’s estimated post-tax IRR is 17% and payback is 11 years.

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

DCFCompsPublic/Trans

Financial Impact to SPE

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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 January 31, 2013 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

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

Cash Flow Before Dividends (0.2) 1.8 7.3 13.1 16.8 38.9Minority Dividends(b) 0.0 0.0 0.0 6.2 7.9 14.0Cash Flow to SPE after Minority Dividends (0.2) 1.8 7.3 7.0 8.9 24.8Less: Purchase Price (107.4) (5.4) (112.8)

Net Cash Flow to SPE (107.6) 1.8 2.0 7.0 8.9 (87.9)

Cumulative Cash Flow to SPE (107.6) (105.7) (103.8) (96.8) (87.9)

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

EBIT before Purchase Price Amort 1.6 13.8 19.3 27.9 32.1 94.6Less: Purchase Price Amortization (2.7) (15.9) (13.4) (11.4) (9.1) (52.6)Incremental Annual EBIT to SPE (1.2) (2.2) 5.9 16.4 23.0 42.0

Cumulative EBIT to SPE (1.2) (3.3) 2.6 19.0 42.0

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 fees(a) Assumes January 31, 2013 close and excludes $5MM in estimated transaction costs; stub period amounts are included in FYE13 column

(b) Purchase Price of $205MM based on FYE12 reported EBITDA of $8.8MM, assumption of debt and FYE15 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%

Actual Forecast

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

Feb-MarStub Period

Ad Revenue 19.3 27.2 35.8 6.0 43.1 52.5 65.8 75.2 23%Growth 41% 32% 20% 22% 25% 14%

Subscription Revenue 5.1 6.6 7.3 1.2 8.8 10.8 12.1 13.4 15%Growth 29% 10% 22% 23% 12% 10%

Net Revenue 22.8 31.4 39.2 6.5 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 1.9 12.6 14.1 15.3 17.0 14%Adjusted EBITDA(b) 5.9 9.4 10.3 1.7 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) 2.7 15.9 13.4 11.4 9.1

EBIT 5.1 8.3 9.3 (1.2) (2.2) 5.9 16.4 23.0 23%Margin 22% 26% 24% -18% -5% 10% 23% 29%

Net Income 3.1 4.9 5.7 (1.8) (6.8) (0.5) 7.2 12.4 21%

Cash Flow (1.1) (0.2) 1.8 7.3 13.1 16.8

Maa TV EBIT to Cash Flow Reconciliation

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(a) Assumes January 31, 2013 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.

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

EBIT 9.3 (1.2) (2.2) 5.9 16.4 23.0Add: PPA(b) 2.7 15.9 13.4 11.4 9.1EBIT Before PPA 9.3 1.6 13.8 19.3 27.9 32.1

Interest 0.8 0.1 0.1 0.0 0.0 0.0Taxes 2.8 0.5 4.5 6.4 9.2 10.6Net Income Before PPA 5.7 1.0 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) (0.3) (2.9) (2.5) (1.3) (1.3)Add: Programming Amort 17.6 2.9 20.0 23.1 26.4 30.1Less: Programming Purchases (22.9) (3.8) (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) (0.2) (0.5) 0.2 (1.7) (1.5)

Cash Flow(c) (1.1) (0.2) 1.8 7.3 13.1 16.8

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Regulatory Approvals

• Transaction is subject to the following regulatory approvals

– Foreign Investment Promotion Board (FIPB)– 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 and MIB approvals for 2% stake in FYE15

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Risk and MitigationRisk Mitigation

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

Channel growth slower than expectedKey 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 Telecom Regulatory Authority of India 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

Charges against Mr. Prasad negatively impact Maa and or shares

Controls in place to screen Mr. Prasad from management of Maa. There is no indication that alleged wrongdoing relates to or involves Maa or Maa shares

Indian Tax Authority may file claim against SPE due to tax liabilities of selling shareholders, even if liabilities are unrelated to purchase of Maa TV, resulting in potential loss of shares by SPE and voiding of transaction by the ITA.

SPE will make the purchase conditional on each seller receiving a 281 tax clearance from the Indian Tax Authority.

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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Shareholder Pre Close PercentFYE13 Initial

PurchasePost Initial Purchase Percent

FYE15 ESOP Exercise/Sale(b)

Post FY15 ESOP Exercise Percent

Total SPE Shares 30,888,670 51.00% 32,100,145 53.00%

N Prasad & Group 38,711,130 63.92%Others (to be bought out by N Pras a d 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)

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% (1,211,475) 60,565,275 100.00%

SPE Cash Outlay / Ownership $107.4MM 51.00%(a) $5.4MM 53.00%

Initial purchase based on valuation of 22x FYE12 reported EBITDA of $8.8MM; purchase of 2% in FYE15 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*2%(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(b) Accounting treatment of ESOP shares will create no P&L impact upon close but there is a potential ongoing P&L impact post close until the shares are acquired in FYE15

Note: Management has advised all physical shares will be made electronic prior to close, initial purchase amount includes $80k for stamp tax in the event they cannot achieve this before close

• FYE15 cash outlay

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

FYE15 ESOP Plan Details

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With no 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%

FYE15 share purchase:FYE14 EBITDA ($MMs): 15.0Multiple applied 18.0xFMV of Company for ESOP Share Calc ($MMs) 270

Total ESOP Shares Outstanding in FYE15 811,475Percent of Equity 1.34%

C Ramakrishna shares 400,000Percent of Equity 0.66%

Total Proposed FYE15 share purchase 1,211,475Percent of Total Equity 2.00%

Cash Outlay in FYE15 $5.4MM

Income Statement FYE11 – FYE17F

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Excludes impact of proposed TRAI changes to television advertising guidelines(a) Assumes January 31, 2013 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

Feb-MarStub Period

Ad Revenue 19.3 27.2 35.8 6.0 43.1 52.5 65.8 75.2 23%Growth 41% 32% 20% 22% 25% 14%

Subscription Revenue 5.1 6.6 7.3 1.2 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 7.3 53.3 64.8 79.6 90.4 21%Growth 38% 27% 21% 22% 23% 14%

Service Tax 2.3 3.2 4.8 0.8 5.8 7.0 8.6 9.8

Net Revenue 22.8 31.4 39.2 6.5 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 2.9 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 0.3 2.0 2.2 2.1 2.2 16%Carriage costs 0.4 0.9 1.3 0.2 1.1 0.9 0.9 0.9 2%Personnel 2.9 3.9 4.5 0.7 5.2 6.1 6.8 7.8 15%Admin Expenses 1.1 1.5 1.5 0.3 1.8 1.9 2.3 2.6 11%Selling & Dist 0.8 1.4 2.3 0.4 2.6 2.9 3.2 3.5 20%Total Operating Expenses 6.0 8.8 11.3 1.9 12.6 14.1 15.3 17.0 14%

Other Income 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Adjusted EBITDA(b) 5.9 9.4 10.3 1.7 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) 2.7 15.9 13.4 11.4 9.1

EBIT 5.1 8.3 9.3 (1.2) (2.2) 5.9 16.4 23.0 23%Margin 22% 26% 24% -18% -5% 10% 23% 29%

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

Net Income 3.1 4.9 5.7 (1.8) (6.8) (0.5) 7.2 12.4 21%

Cash Flow (1.1) (0.2) 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%

Estimated Closing Balance Sheet

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Assets Liabilities and Equity($MMs)

Current Assets Current LiabilitiesMovie inventories 21 Short-term borrowings 7 Trade Receivables 9 Trade payables 1 Cash and Bank Balances 1 Other current liabilities 3 S/T loans and advances (net of provisions) 2 Short-term provisions 1 Intangible Acquired Assets 15 Total Current Liabilities 12 Other current assets 1 Other inventory 0 Non-current LiabilitiesTotal Current Assets 48 Long-term borrowings 2

Deferred tax liabilities (Net) - Non-current Assets Other Long term liabilities 5 Fixed Assets (net) Long-term provisions 0

Tangible Assets 5 Total Non-current Liabilities 7 Intangible Assets 0 Capital WIP - Equity

Deferred tax assets (net) 0 Share Capital - Goodwill 91 SPE Initial Investment 99 Intangible Acquired Assets 63 Non Controlling Interest 93 Long- term loans and advances 1 Reserves and Surplus - Total Non-current Assets 161 Total Equity 191

Total Assets 209 Total Liabilities and Equity 209

Note: assumed FX rate of 55 INR: USD

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 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

Relevant Public Comps EV/EBITDAFYE14

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

($ MMs)

Maa FYE14 EBITDA 14.9Multiple Applied 9.5xEnterprise Value 141.6Less Market Level of Debt (28.3)Equity Value (minority) 113.2Control Premium 30% 34.0Equity Value (controlling) 147.2

Plus Market Level of Debt 28.3Enterprise Value 175.5Less Debt (9.1)Plus Cash 0.6

Equity Value - Controlling 167.1

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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

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 FYE24Net Cash Flow to SPE(b) (107.6) 1.8 2.0 7.0 8.9 9.8 10.7 11.8 13.0 14.3 15.7 17.3Cash Flow Growth 254% 28% 10% 10% 10% 10% 10% 10% 10%Cumulative Cash Flow (107.6) (105.7) (103.8) (96.8) (87.9) (78.2) (67.4) (55.6) (42.6) (28.3) (12.6) 4.7Cash Flow Payback Years 11

($MMs) FYE13 FYE14 1.3% Purch FYE15 FYE16 FYE17 FYE18Dates 12/31/2012 3/31/2013 3/31/2014 9/15/2014 3/31/2015 3/31/2016 3/31/2017 3/31/2018

Purchase Price (107.4) (5.4) Cash Inflows after minority Dividends (0.2) 1.8 7.3 7.0 8.9 53% of FYE18 CF 11.4 53% of undiscounted Term Value 206.6 Net CF (107.4) (0.2) 1.8 (5.4) 7.3 7.0 8.9 217.9

IRR 16.8%NPV 22.8