UTV Software Communications LimitedApril, 2007

New MediaContent Broadcasting

2

UTV India – Corporate Overview

3

UTV – Industry Veteran

Indian player with

truly Global operations

• Blue chip Strategic investors, financial investors and

partners

• Truly diversified yet integrated business model

• Build global business

• Three focused verticals

Content . New Media . Broadcasting

15 years of learning in entertainment industry

Experienced/

progressive

Management

• One of strongest Creative, marketing, commercial

and business oriented management teams

• 18 member top management

• Excellent grasp of global operations

• Over 800 strong with varied skill sets and growing

Talent relationships

• Long term Talent relationships with M Night Shyamalan,

Mira Nair, Rakeysh Mehra, Vishal Bhardwaj,

John Abraham, Chris Rock, Anurag Basu, Will Smith, etc

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Track record

First Mover/ Innovative

& growth oriented

• First in Cable TV

• First in Television content

• First in Animation

• First in Hungama TV - Home grown Kids TV channel

• First in Hollywood/ cross over movies

• First integrated model in Gaming in India

Investors

• Strategic Investors like Walt Disney, Newscorp,

Astro

• Financial investors like Warburg Pincus, CDPQ, ILFS,

Fidelity, Kotak

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Enviable relationships

Strategic Investor in UTV

Hollywood Co-productions/ distribution

TV content

Console Game Development

Over 80 Telcos worldwide including Verizon, Vodafone, Airtel, etc

Broadcasting JV

6

Transition - B2B to B2C

B2B

� Television content production

� Airtime sales

� Animation production services

� Dubbing and post production services

B2C

� Broadcaster

� Movie Studio – Producer + Distributor

� Game development brand on Mobile and Consoles

� Limited scalability

� Low margins

� Prospects limited to India

� No IPR retention

� Highly scalable models

� Better Margins

� World is the market

� Top end of the value chain

� Own IPR in perpetuity

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Business – Top end of value chain

Content

� Studio Model

� Domestic Productions

� International Co-production

� Household brand

� Home Entertainment, DVD

� TV Content

� Sponsored content

Broadcasting

� 8-12 channels

� Youth

� World Cinema

� + lots more

New Media

� Game development, publishing and distribution

� Animation productions

Partnerships across business verticals -

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Content

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Growth Strategy – right blend

Strategy Offering Monetisation

� Only Studio Model in the country –portfolio approach

� Mix of Hindi, Indian regional, Hollywood and Animation

� Only player with Hollywood model in the country

� Unparalleled global relationships

� Over 30 movies over

a period of 3 years

� Strong and high

quality franchises

� Depth of talent

� Multiple language

and multi genre

� New Generation of

concepts/ directors/

artists

� Optimum

monetisation across

all platforms…

Theatrical, Music, TV,

Home Video, Mobile,

other New Media

� International markets

– high growth – more

than 50% revenues

share by 08-09

Excellent synergies in the group within all three verticals

Content . New Media . Broadcasting

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Growth trends in Cinema content

NBOC of Top 50 Hindi Films

219

140

117

0

50

100

150

200

250

2004 2005 2006

NBO

C

USD M

illion

11.58

1314.5

18.1 18.6

0

2

4

6

8

10

12

14

16

18

20

Rang De... -

Jan-06

Fanaa -

May-06

Lage Raho

... - Sep-06

Krrish Dhoom 2 -

Nov-06N

BO

C

US

D M

illion

2006 – Year of Phenomenal Growth

� Average NBOC per film for the year’s top

10 releases has shot up by 88% from USD

6.5 million in 2005 to USD 12.1 million in

2006

NBOC of Top 10 Hindi Films

Growth primarily driven by higher ticket prices, improved transparency, improved content and overall corporatisation through multiplexes and digitisation

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Future trends

� Growth in multiplexes- estimated

around 900 screens by Dec08

� Increased conversion of single screens

to digital – more than 1,000 by Dec07

� Increased per ticket realisation – $1.0

to $3-4

276

506

906

240

13473

'Mar-05 'Feb-07 'Dec-08

Multiplexes Multiplex Screens

� Increasing TV distribution pipelines

� No of TV Channels showing film

content

� Cable/ DTH/ VOD/ IPTV

� New Media opportunities

� Growing demand of mobile

content

� Contributes over 20% to the

overall music sales

0%

20%

40%

60%

80%

100%

3 years

back

Now 3 years

later

Others

Music

TV

Home Video

Theatrical - Intl

Theatrical - India

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Movie slate

- Shoumitra RanadeAlibaba

- Vikram BhatFear

- Aamir KhanJaane Tu Ya Jaane Na

- Neeraj PandeyWednesday

- Nishikant KamatMumbai Mumbai

Director/ ProducerMovie NameLanguage

- Prakash JhaShiksha

- Anurag BasuUntiltled

- Vishal BhardwajJulia

- Aamir KhanTaare Zameen Par

REGIONAL

HOLLY-WOOD

- Madhur BhandarkarFashion

- Ashutosh GowarikerJodha Akbar

- Anurag BasuMetro

- David DhawanHook Ya Crook

- Vivek AgnihotriGoal

- Mira Nair / FoxNamesake

ANIMATION

HOLLYWOOD

HINDI

HINDI

- Rakeysh MehraKrishna

- Arnab ChaudharyArjun

- Simi NalasethDream Blanket

- M Night ShyamalanThe Happening

- Rituparno GhoshRahgeer

- PriyadarshanUntitled

- Rakeysh MehraPaanch Kaurav

- Rakeysh MehraDelhi 6

- RadaanKannamoochi Yenada

- Chris Rock / FoxI Think I Love My Wife

- Anees BazmeeNo Problem

- Nupur AsthanaGame On

- Vishal BhardwajBlue Umbrella

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08

20

09

Repeat / long term talent

relationship with top most Actors

and Directors

� Rakeysh Mehra

� Vishal Bhardwaj

� John Abraham

� Hritik Roshan

� Ashutosh Gowarikar

� Simi Nalaseth

� Anurag Basu

� Aamir Khan

� Will Smith

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Key differentiating factor

Potential

Innovation

Partnerships in Hollywood space

Scale

� Fastest growing sector

� Scalable business

� Highest growth

segment in Media

� International

distribution learnings

� Home video access in

International markets

� More investments in

domestic production

� Widespread branding

� Global footprint

� Objective: To emerge as the

production house with highest

market share by 2009

� Scale: International footprint

to contribute over 40% of

revenues

� Positioning: Better brand

awareness

� Operations: De-risking of

business model

Fox: Co-production of Namesake, I think I love my Wife & The Happening

Sony Pictures: co-production/ distribution

Overbrook/ Will Smith: Co-production of two movies

Proposed partnership with World major for Indian Movies

Investment in to all Indian movies produced by UTV

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Television

� Presently, TV Content hours per month – 20, growing

� Youth channel to further boost the scale in fiscal 2008

� Airtime Sales/ marketing hours per month – 80, growing to over 120

IndustryFuture Growth

First Step

� Fragmented � Multi-genre, multi-lingual and multi channel strategy

� Own channels

� Inorganic growth through tie-ups and M&As

� Branded shows

� Syndication

� Exclusive Air-time marketing with Radaan (largest content producer on Sun TV)

� Additional top line of USD 10 million

� Potential M&A

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UTV Motion Picture (PLC)

PositioningGLOBAL INDIAN

STUDIO

Implementation

Indian slate

Hollywood slate

Global M&As

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New Media

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New Media – Inorganic growth

Controlling stake in two GAMING companies

� IGNITION - 70% for $13 mn

� INDIAGAMES - 59% for $10.5 mn

� Worldwide Gaming capabilities� Development

� Publishing

� Distribution

� Content for all gaming platforms� Console

� PC

� Mobile

� More than 350 creative people from UK, US, Japan, India

� Phenomenal management depth –Ownership levels

� Worldwide relationships with� Content providers

� Distribution platforms

� Hardware

� Estimated industry size – USD 29.5 bngrowing at a CAGR of 11.4 %

� Console gaming software market – $18 bn

� Wireless gaming market – $2 bn

� Expected growth rate of wireless gaming over next 4 years

� Global : 28%

� India : 50 %

Gaming Software Industry 2005

$29.5 bn

PC

28%

Online

7%

Mobile

4%

Console

61%

40% of Software sales in US followed by Japan

& Europe

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Console Gaming

� Business: Console Game development,

publishing and distribution company

� Approved publisher and developer status

with Sony, Microsoft and Nintendo

� Own IP: Archer Mclean’s Mercury, Pool

Paradise and Mercury Meltdown

� Infrastructure: Studios in London

Mercury – MeltdownWardevilExclusively for Sony PS3 ETR – 2H2008

� Wardevil: Game and a CGI Movie

� Next gen. game exclusively for

Sony PS3

� Expected to release in 2H-2008

� Estimated budget of around $ 18

million

Estimated revenues of over $ 35

million

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Wireless gaming

� Business:

� Largest developer and publisher of wireless games in India

� Pioneer in Games on Demand offering through broadband

� Key IPs

� Predator, Bruce Lee, Buffy, KamaSutra, Garfield, Playboy, Rush Hour 3

� Infrastructure:

� Offices in Los Angeles, London, Beijing and Mumbai

� Employee strength of over 275

� Relationships

� More than 80 telecom operators across 67 countries around the World

� All major game publishers in the World such as EA, THQ, Ubisoft, etc

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Animation

Infrastructure � 225 seats moving to 700 in one year

Outsourcing

� Present Order book – around $17 ml

� Global clients like Disney, BKN, Mike Young, Freej and Classic Media

� Others

Co-productions

� Entered into co-production of full length

feature film – Jay Jay’s Race Around The

World with Porchlight

Movies

� 3 animation feature films with Will Smith’s

Overbrook Entertainment, Dream Blanket –

Directed by Simi Nalaseth and Arjun –

Directed by Arnab Goswami, Alibaba by

Shoumitra Ranade

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Post production & VFX

� USD 2 million invested in State-of-the-art facility

� Extended services to gaming and animation projects

� VFX & DI services to own movies and external projects

� International service outsourcing for VFX, color correction, versioning and

restoration

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New Media Growth Strategy

Synergies Potential Target

� Across Animation, Mobile and Console game development

� Improved margins post integration

� Aligned acquisition strategy worldwide

� Synergies through sharing of global relationships

� India high growth

destination for content

on wireless

� Dearth of games on

Nexgen consoles

� Achieve synergies

through integration

in next 100 days

� Operating Margins of

approx 30%

� Raising expansion

capital

Rapid growth expected in the business

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UTV – UK : New Media

� Comprising Gaming Animation and Post & VFX

� Value drivers:

� Integration of all new media businesses

� Growth in margins through synergies

� Expansion plans include 1,000 people facility in Mumbai

� Animation

� Capacity expansion to accommodate further development work

� Ignition

� Additional investments to scale console game business

� Indiagames

�Widespread promotion of GoD business of Indiagames

� Acquisition of popular IPs for worldwide exploitation

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Broadcasting

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Broadcasting

Missed the 1995 wave

Will more than catch up in the 2007 re-alignment

DRIVERS

� Pay – DTH – CAS

� Fragmentation + Split

viewership at GEC level

� Audience wants

specialised content

� Just a TV Network not

enough here-on

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Structure

UTV Broadcasting Limited

“XXX”GenX Ent. V&S Broadcasting

� Own distribution

� Own teleport

� Retail & merchandise

� Bindass

� 360o youth space

� Upto 3 channels

� Upto 7 channels � Upto 4 channels

� Olive

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Implementation

� Strategic Partnerships

� Astro in GenX

� In Vareity and Specialty broadcasting

� In Broadcasting Holding Co.

� Brand Alliance in “XXX” Co.

� Roll – Out

� Bindass : July ‘07 >>

� V&S : November ‘07 – March ’08

� “XXX” : January ’08 – June ‘08

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BoD & Management depth

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Board of Directors� Ronnie Screwvala, Chairman

A media entrepreneur, Founder CEO of the UTV Group. One of the pioneers of Cable TV in India and in 1992 when Satellite TV made its debut in Asia, diversified UTV into TV Content, Dubbing, Post Production, Movies and New Media

� Zarina Mehta, Executive Director – CEO - GenXFounder member of UTV, start-up and creation of some of UTV’s major divisions and has produced over 3500 hours of high TRP, award-winning television programming in multiple languages. Credited with recent success of Hungama TV channel

� Ronald D’Mello, Executive Director – CEO – New MediaAssociated with the Company since 1992. A Chartered Accountant by profession. More than 15 years of experience in manufacturing, hospitality and media industry.

� Deven Khote, Executive DirectorDeven Khote is one of the founders of UTV. A renowned director of commercials in India, Deven has over 300 ad-films to his credit.

� Andy Bird, Non Executive DirectorPresident, Walt Disney International since January 2004, overseen remarkable expansion of Disney's businesses. Before Disney, he was with Time Warner for 10 years working in cable television, broadcasting and the wireless arena

� Kishore Biyani, Non Executive DirectorAS CEO, Future Group, He looks after its six verticals: Future Retail, Future Capital, Future Brands, Future Space, Future Logistics and Future Media.

� Sanjay Kulkarni, Non Executive DirectorHe is a Banker who was associated with Citibank, 20th Century Finance Corporation Limited, Centurian Bank etc. A MBA from IIM Ahmedabad, he has been on our Board since December 2002.

� Suketu Shah, Non Executive DirectorPresident and Director of Mukand worked in organizations such as Bajaj Auto, International Finance Corporation, American Express Bank, etc

� Darius C Shroff, Non Executive DirectorAttorney at Law and Senior Partner in Crawford Bayley & Co., Solicitors & Advocates. Darius is also on the Board of various other companies, Associations, Chambers of Commerce, Bar Councils etc.

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Content

� Ronnie Screwvala, CEO, UTVA media entrepreneur, is the Founder CEO of the UTV Group. Ronnie was one of the pioneers of Cable TV in India and in 1992 when Satellite TV made its debut in Asia, he was quick to seize the opportunity to diversify UTV into TV Content, Dubbing, Post Production, Movies and New Media.

� Siddharth Kapoor, Head - Revenues & MarketingA post graduate from Jamnalal Bajaj, Siddharth has around 10 years of work experience, most of them in media. Having worked with P&G and subsequently with Star, he was instrumental in the marketing of Star’s ‘Kaun Banega Crorepati’.

� Ram Mirchandani, Head - CreativeRam heads Creative and Project development of Movies.He has around 19 years of experience and his last stint was with Modi Entertainment Group before joining UTV.

� Alpana Mishra, Head – Production12 years experience and worked with companies like Leo Entertainment, Lintas and Madison.

� Santosh Nair, Head, Air time sales10 years of rich work experience in sales and marketing, all of it in media. He has worked with Nimbus and ETC prior to his appointment with UTV.

� Monisha Singh, Head - Creative, Television ProductionStarted off as an anchor for a DD show in college after which she joined Balaji Telefilms handling the well known "K" Serials as the Creative Director. Mass communications post Graduate, had a two year stint with UTV as Creative Director before moving to Miditech as Vice President-Programming.

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Content – Long Term relationships

� Rakeysh Mehra – Director

� Anurag Basu – Director

� Simi Nalaseth – Animation Director

� Arnab Chaudhary – Animation Director

� John Abraham – Actor

� Kangana Ranaut – Actor

� Priyanka Chopra – Actor

� Shoumitra Ranade – Animation Director

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New Media

� Ronald D’Mello, CEO, New MediaAssociated with the Company since 1992. A Chartered Accountant by profession. More than 15 years of experience in manufacturing, hospitality and media industry.

� Deven Khote, Executive DirectorOne of the founders of UTV. A renowned director of commercials in India, Deven has over 300 ad-films to his credit.

� Vijay Chadha, Managing Director, IgnitionFounder and Managing Director of Ignition, he has been involved in the gaming industry since 1990. Holds key relationships for acquisitions with developers in UK, US and Japan.

� Andy Whitehurst, CTO, IgnitionAn experienced broadcast, animation, live action and CGI director with over 16 years of industry experience. He currently heads the studio Digi Guys which is developing a multi million dollar game ‘War Devil’ exclusively for PS3.

� Vishal Gondal, MD, IndiaGamesLeads a team of over 250 employees at IndiaGames, the company he started in 1999 and is the de-facto ‘gaming guru’ of India with interests in mobile and online PC games.

� Samir Bangara, COO, IndiaGamesA venture capitalist and investment banker who has been associated with Indiagames for 7 years as part of the seed stage investment, then as an investment banker and finally took over as COO 18 months ago.

� Jyotirmoy Saha, Head - BD, Animation13 years of international experience across the spectrum of the digital media and has been attached to more than 300 episodes of animation. Spearheaded the setting up of pioneering broadband VOD applications in South East Asia.

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Broadcasting

� Zarina Mehta, CEO, GenX EntertainmentFounder member of UTV, start-up and creation of some of UTV’s major divisions and has produced over 3500 hours of high TRP, award-winning television programming in multiple languages. Credited with recent success of Hungama TV channel.

� Shantonu Aditya, CEO – V&S BroadcastingMechanical Engineer and Management graduate from XLRI. Worked with SET, SET Discovery, CEO of Sahara One Media. 25 years of experience in a variety of businesses including Media, Consumer products and Engineering.

� Sameer Ganapathy, Head - Distribution12 years experience, a decade of which in distribution, with Discovery and the One Alliance, launched/converted multiple channels into into pay mode. His last stint was at Sahara One, spearheading the domestic & international distribution for the entire network.

� Krishan Agarwal, Head - Technical25 years of experience media, companies like Sahara Media, Radio City and Broadcast Engineering Consultants, Also credited with setting up one of the first private radio set-ups in the country.

� Shefali Mahajan, Head - MarketingAn overall experience of more than nine years across Financial Services & Media(Print/online) industry.Her last stint was with ABN AMRO Bank.

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Corporate Structure & Financials

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Corporate Structure

UTV Software Communications Limited

UTV Comm. - UK

Ignition/ Digiguys

Business focus, growth through M&As and Value creation at each vertical separately and each entity has an independent scalable business model

New Media

Indiagames

Animation & Post

UTV - IOM

UTV - Mauritius

Content

UTV - US

Television

UTV Broadcasting

GenXUpto 3 channels

Broadcasting

UTV – VnSUpto 4 channels

“XXX”Upto 7 channels

70%

59%

100%

100%50%

90%

26%

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Funding requirement

� Estimated funding requirement over a period of 3 years

� Movies : Rs 3.0 billion ($ 70 million)

� Broadcasting: Rs 9.0 billion ($ 200 million)

� New Media : Rs 2.0 billion ( $ 50 million)

� Fund raising

� Movies : AIM Admission float of upto $ 100 million

� Broadcasting: Strategic & Financial Investors

� New Media : Debt and financial Investors

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Overseas Listing

� The Company being offered for admission to AIM

of LSE

� UTV – IOM Ltd based in Isle of Man is a 100%

Subsidiary of UTV Software Communications Ltd. –

India

� Structure

� 100% Subsidiary in Mauritius to be the operating

company

� Tax efficiencies through business operations in

Mauritius

� All movies under production and incubation with

Parent Co. being transferred

� Estimated timeframe : 3-4 months

� Estimated fund raising : Up to $100 mn

� Estimated dilution : up to 25%

UTV Software Communications

Ltd

UTV Motion Pictures PLC

UTV Motion Pictures

(Mauritius) Ltd

100%

IND

IAIO

MM

AU

RIT

IUS

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All set for quantum leap

DRIVERS

� Content:

�Slate of 30 movies

�International Top notch slate

�Global M&As

� Broadcasting

�8-14 channels

� Diversified but mainline bouquet with own distribution

� New Media

�Gaming + Animation Integration

�WARDEVIL

�High Growth worldwide in Wireless, Mobile, Console

� M&As – We understand it. We execute it well

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Thank You