Maa TV Responses to Nagata-san’s questions July 17 th, 2012 DRAFT FOR DISCUSSION ONLY

2 Page 1 Please explain why the current shareholders are willing to sell the shares and whether this has been an auction process? Maa’s shareholders are looking to partner with a larger company to help them grow and better compete with their regional players. There was no auction process involved in our offer. Please explain whether there is any plan to restructure Maa or MSM post acquisition to capture synergies? There are no plans to restructure as current management is considered strong. Maa will be incorporated into TheOneAlliance and MSM will gradually take over ad sales and realize cost efficiencies as Maa TV continues to grow Which SPE entity will be buying the shares? The acquisition will be made through our Mauritius entities. SPE Mauritius Holdings Limited and SPE Mauritius Investments Limited.

3 Page 2/3 What does C&S stand for? C&S stands for Cable and Satellite. What does CID stand for? CID stands for Crime Investigation Department; this is a show that MSM owns the rights to.

4 Page 4 Please confirm if Maa only operates in Andhra Pradesh Yes; Maa only operates in Andhra Pradesh Please explain the characteristics of the programming for each of the four channels and how many subscribers each of them has. What the revenue, earning breakdown of these channels are. The four channels are Maa TV (main channel), Maa Movies, Maa Music and Maa Gold. The channels are distributed as a bouquet. Maa TV is a general entertainment channel with mainly fiction and dubbed fiction content ‒ FYE12 Revenue: $25.6MM ‒ FYE12 EBITDA: $7.3MM Maa Movies is their movie channel ‒ FYE12 Revenue: $1.5MM ‒ FYE12 EBITDA: 0.8MM Maa music is a Telugu music channel ‒ FYE12 Revenue: $4.1MM ‒ FYE12 EBITDA: $2.2MM Maa Gold is a new general entertainment channel – this was previously branded “Maa Junior”, but due to low ratings performance the name was changed and the channel was repurposed to a general entertainment channel targeting urban youth in Hyderabad. ‒ FYE12 Revenue: $0.2MM ‒ FYE12 EBITDA: ($0.9MM) Please send me a rating chart comparing Maa and your competitors Here is a table showing the Gross Rating Point share for Maa TV and its competitors in Andhra Pradesh as well as a breakdown of Maa’s ratings by channel Gross Ratings Point Share in Andhra Pradesh ChannelMar-11Jun-11Sep-11Dec-11Mar-12 Gemini27% 24%25%26% Maa TV11%14% 15% ETV9%10% 9% Zee TV9% 8% Other Telugu Channels7% 10%9%7% Non-Telugu Channels38%33%34% 35% FYE12 Maa Rating % by Channel Maa TV11% Maa Movies3% Maa Music1% Maa Gold0.2% Total Maa TV15%

5 Page 5 Please explain why MaaTV would be the last significant platform that can be used to organically build the SPE regional presence There is currently no other bouquet of channels available in Andhra Pradesh. The other high growth region in Southern India is Tamil Nadu, which is dominated by Sun TV. Otherwise there are no other regional channel bouquets. We could potentially launch channels and grow organically but that would be a longer process and there is no guarantee we would get carriage as Videocon, Airtel and Tata Sky. Please explain why you believe you would be able to leverage SAB and MIX for the regional roll out. Further why would you not be able to leverage other channels you broadcast in India? We will be able to use Maa to help with distribution of SAB and MIX in Andhra Pradesh.

6 Page 6 (part 1 of 2) Please explain the major terms of the SHA and SPA SPA: SPE Mauritius Holdings and SPE Mauritius Investments (collectively, “SPE”) will acquire 51% on a fully diluted basis at closing. The purchase price will be 51% of 22X 2012 EBITDA. Closing will be conditioned on obtaining applicable government approvals. the sellers will give representations and warranties regarding Maa and its business and will indemnify SPE for any losses resulting from those representations and warranties being untrue. SHA: Provides for a 7 member board – 4 appointed by SPE, 3 appointed by the minority shareholders. Provides that certain matters require the approval of 75% of the shares, giving the minority shareholders the right to veto (but not cause) those actions. Examples: dissolution, acquisitions, IPOs, transactions outside the ordinary course of business. Allows SPE, as majority shareholder and with a majority of the board, to control all matters not subject to the veto described above, including issuing new shares in Maa (subject to the minority shareholders’ right to buy in). No shareholder can transfer shares 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. Gives SPE an option to acquire another 1.3% in September Price is based on 18X EBIDTA. Gives SPE an option to acquire all of the remaining shares in 5 years for Fair Market Value. If SPE doesn’t exercise the option by the 7 th anniversary then the minority shareholders can put Maa up for sale. Requires certain minority shareholders to give Maa a first right on programming controlled by them.

7 Page 6 (part 2 of 2) I believe the reason we are not buying employee's stock option (1.3%) at Closing is because they have not been exercised. Please confirm. What is the condition for them to exercise and what kind of obligation does the employees have to sell the 1.3% in FYE15? What happens if they quit the company after Closing. Please explain the mechanism to fix the price. The reason we are not buying the 1.3% stock options at close is to provide an incentive to management until mid FYE15. The options will automatically vest at close and if an employee quits or is no longer employed by Maa he will still have the option to purchase the shares for a limited period of time after leaving Maa. If he purchases the shares then SPE’s option still applies. If he chooses not to purchase shares then the option will lapse. The purchase price will be based on 18X EBITDA. Please explain what kind of clause is included in the SHA to fix the call option price The call option price is not fixed but it is an option at fair market value that SPE could choose not to exercise Please explain whether the current shareholders only have the right to force 100% sale of the company at year 7 or they have a put option to SPE. The current shareholders will not have a put option to SPE. They only have the right to force a 100% sale if SPE chooses not to exercise its call option

8 Page 7 The chart, IRR, and payback only incorporates 52.3% we are purchasing. Please explain why. We are requesting approval for 100% and I would like to understand the IRR calculation based on this as well This chart shows the value range for 100% of the Company; the IRR is just for the 52.3% that we plan to purchase. The remaining stake may be acquired in 5 years, but we will have the option to buy at that point. The value of the remaining 47.7% 5 years post-close will be for fair market value at that time based on mutual agreement or independent 3 rd party valuation. Since we do not know what that value will be we did not run returns based on if we exercise our option at that time.

9 Page 9 Please explain whether the Indian GAAP and US GAAP numbers could differ and if so how much To confirm Please explain how much MSM intercompany transaction, management service and representation fees are To confirm Please explain what is proposed TRAI changes are and what kind of impact it could potentially bring The Telecom Regulatory Authority of India recently proposed decreasing the total amount of available advertising minutes from 15 to 12 per hour. The impact would potentially decrease the total amount of available minutes for advertising, but management feels this would be compensated for by an increase in the rates that advertisers pay. The industry is vigorously resisting the change and MSM management feels this change will eventually not be implemented. The TRAI has a history of making these sort of blanket recommendations then quickly reversing their decision. (Last year the TRAI proposed a limit of 100 SMS messages per cell phone per month. They quickly changed their recommendation to 200 messages once their suggestion was implemented and created widespread disapproval. This month the Indian high court threw out the limit altogether.)

10 Page 18 Would like to understand the explanation a better. Who is Gemini. Gemini is the #1 channel in Andhra Pradesh. Gemini receives an effective rate of INR 8,200 from advertisers, while Maa TV receives a rate of INR 2,300. The point of this page is to illustrate that the advertising growth rate in Maa TV’s business plan is not unreasonable. If Maa TV’s advertising rate grows at plan and Gemini grows at the market forecast, Maa TV’s effective rate in FYE17 will still be relatively low compared to #1 Gemini.

11 Page 21 Please explain whether we are assuming their debt and whether there have been any findings in due diligence In DD we found there is a change of control clause in the debt provisions. Maa TV pays an effective rate of >10% on their debt and since the assumption of debt is a net cash outflow anyway (due to the net debt calculation) our plan is to just pay it off post close. We could potentially refinance it at a lower rate but that is currently not the plan.

12 Page 22 Would like to understand whether there has been a valuation conducted on a risk case MRP There are sensitivities in the valuation forecast based on higher cost of capital and lower terminal growth assumptions, but we did not ask Deloitte to run a separate valuation for this purpose.