DRAFT RED HERRING PROSPECTUSDated: November 11, 2011

Please read Sections 60B of the Companies Act, 1956The Draft Red Herring Prospectus will be updated

upon filing with the RoC100% Book Building Issue

Our Company was incorporated originally as a Limited Company in the name and style of “Katha Mediatix India Limited” vide certificate of incorporation dated November 16,2000 with CIN U74300MH2000PLC129635 issued by the Registrar of Companies, Maharashtra, Mumbai. Further the name of our Company was changed to “Kathaa MediatixIndia Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies, Maharashtra, Mumbai, on May 22, 2008. Further the name of our Company wasagain changed to “Katha Mediatix India Limited” and a fresh certificate of incorporation reflecting the new name was issued on August 20, 2010 by the Registrar of Companies,Maharashtra, Mumbai.Registered Office: 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India [For more information on our change in name

and registered office, refer to section titled “History and Certain Corporate Matters” beginning on page no 107 of this Draft Red Herring Prospectus]Corporate Office: 4th Floor, Kailash Plaza, Opposite Yash Raj Studios, Fun Republic Lane, Andheri (W), Mumbai 400 053, Maharashtra, India

Tel: +91- 22 - 2674 4844 Fax: +91 22 2674 4846 Website: www.kathagroup.comE-mail: ipo@kathagroup.com Contact Person: Mr. Ankit Sethi, Company Secretary and Compliance Officer

KATHA MEDIATIX INDIA LIMITED

RISK IN RELATION TO THE FIRST ISSUEThis being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Sharesis ` 10/- each. The Floor Price is [�] times of the face value and the Cap Price is [�] times of the face value. The Issue Price/ Floor Price/ Price Band (as determined and justifiedby our Company in consultation with the Book Running Lead Manager, as stated under the section titled “Basis for Issue Price” beginning on page no 77 of this Draft RedHerring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after they 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 RISKSInvestment in equity and equity related securities involve a high degree of risk and investors should not invest any funds in this Issue unless they can afford to take the riskof losing their investment. Investors are advised to read the section titled “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus carefully before takingan investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved.The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this DraftRed Herring Prospectus. Investors are advised to refer to “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus before making an investmentin this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Red Herring Prospectus contains all information with regard to theIssuer and the 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 respectsand 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 makethis 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.

IPO GRADINGThis Issue has been graded by [�] and has been assigned the “IPO Grade [�]/5” indicating [�], through its letter dated [�]. The IPO grading is assigned on a five point scalefrom 1 to 5 wherein an “IPO Grade 5/5” indicates strong fundamentals and an “IPO Grade 1/5” indicates poor fundamentals. For more information please refer the sectiontitled “General Information” beginning on page no 48 of this Draft Red Herring Prospectus and refer to “Material Contracts and Documents for Inspection” beginningon page no 247 of this Draft Red Herring Prospectus.

LISTINGThe Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the (“BSE”) and the (“NSE”). Our Company has received an ‘in-principle’approval from the BSE and the NSE, for the listing of the Equity Shares pursuant to their letters dated [�] and [�], respectively. For the purposes of this Issue, the DesignatedStock Exchange shall be [�].

BOOK RUNNING LEAD MANAGER TO THE ISSUE

STELLANT CAPITAL ADVISORY SERVICES (P) LIMITEDSEBI Registration No.: INM 000011773Merchant Chamber, Basement, Opp: Patkar Hall, New Marine Lines,Churchgate, Mumbai – 400 020Tel: +91–22– 2206 1606; Fax: +91–22– 2206 5061;Website: www.stellantcapital.com;E-mail: katha.ipo@stellantcapital.comInvestor Grievance Id: investors@stellantcapital.comContact Person: Mr.Lokendra Parihar/Mr.Jinesh Lodaya

REGISTRAR TO THE ISSUE

BIGSHARE SERVICES PRIVATE LIMITEDSEBI Registration No.: INR000001385E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (East), Mumbai - 400 072Tel: +91 22 4043 0200 Fax: +91 22 2847 5207Email: ipo@bigshareonline.comWebsite: www.bigshareonline.comContact Person: Mr.Ashok Shetty

BID/ISSUE PROGRAMME

BID/ ISSUE OPENS ON [� ] BID/ ISSUE CLOSES ON [� ]

TM

PUBLIC ISSUE OF 40,00,000 EQUITY SHARES OF ̀ 10/- EACH (“EQUITY SHARES”) OF KATHA MEDIATIX INDIA LIMITED (“KMIL” OR “THE COMPANY’OR THE “ISSUER”) FOR CASH AT A PRICE OF ̀ [�] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ̀ [�] PER EQUITY SHARE), AGGREGATING` [�] (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE 26.27% OF THE FULLY DILUTED POST ISSUE PAID UP CAPITAL OF OUR COMPANY.

PRICE BAND: ` [�] TO ` [�] PER EQUITY SHARE THE FACE VALUE OF THE EQUITY SHARES IS ` 10/- EACH.THE FLOOR PRICE IS [�] TIMES THE FACE VALUE AND THE CAP PRICE IS [�] TIMES OF THE FACE VALUE THE PRICE BAND AND THE MINIMUM BIDLOT SIZE FOR THE ISSUE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BEADVERTISED BY OUR COMPANY AT LEAST TWO (2) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE.In case of revision in the Price Band, the Bidding / Issue Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issueperiod not exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification tothe Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) whose online IPO system will be available for bidding,by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicate Members.This Issue is being made under sub regulation (1) of Regulation 26 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009, as amended (the “SEBI Regulations”) and through a 100% Book Building wherein upto 50% of the Issue shall be available for allocation on a proportionate basisto Qualified Institutional Buyers (“QIBs”) (of which 5% will be available for allocation for Mutual Funds), subject to valid bids being received at or above the Issue Price.Mutual Fund bidders shall also be eligible for proportionate allocation under the balance available for the QIBs. Further, not less than 15% of the Issue will be available forallocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation on a proportionate basis to RetailIndividual Bidders, subject to valid bids being received at or above the Issue Price.

THE PROMOTERS OF OUR COMPANY ARE MR. KRISHNENDU SEN, MRS. KAJAL SEN, MR. ROMEER SEN AND MR. ROMAN SEN

TABLE OF CONTENTS

TITLE PAGESECTION I – DEFINITIONS AND ABBREVIATIONS CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS 1 ISSUE RELATED TERMS 3 ISSUER RELATED TERMS 6 INDUSTRY RELATED TERMS 7 SECTION II – GENERAL PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION 8 FORWARD LOOKING STATEMENTS 10 SECTION III – RISK FACTORS 11 SECTION IV – INTRODUCTION SUMMARY OF INDUSTRY 25 SUMMARY OF BUSINESS 35 SUMMARY OF FINANCIAL INFORMATION 44 THE ISSUE 47 GENERAL INFORMATION 48 CAPITAL STRUCTURE 56 OBJECTS OF THE ISSUE 68 BASIC TERMS OF THE ISSUE 75 BASIS FOR ISSUE PRICE 78 STATEMENT OF TAX BENEFITS 80 SECTION V – ABOUT OUR COMPANY INDUSTRY OVERVIEW 86 BUSINESS OVERVIEW 95 KEY REGULATIONS AND POLICIES 104 HISTORY AND CERTAIN CORPORATE MATTERS 107 OUR MANAGEMENT 111 OUR PROMOTERS AND THEIR BACKGROUND 124 OUR PROMOTER GROUP AND GROUP COMPANIES 128 RELATED PARTY TRANSACTIONS 135 CURRENCY AND UNITS OF PRESENTATION 136 DIVIDEND POLICY 137 SECTION VI- FINANCIAL INFORMATION FINANCIAL STATEMENTS 138 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

157

FINANCIAL INDEBTEDNESS 167 SECTION VII- LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 168 GOVERNMENT/ STATUTORY AND BUSINESS APPROVALS 175 OTHER REGULATORY AND STATUTORY DECLARATIONS 178 SECTION VIII- ISSUE RELATED INFORMATION TERMS OF THE ISSUE 190 ISSUE STRUCTURE 193 ISSUE PROCEDURE 197 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 233 SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY 234 SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 247 DECLARATION 249

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SECTION I - DEFINITIONS AND ABBREVIATIONS In this Draft Red Herring Prospectus, the terms "we", "us", "our", "our Company" "" or "KMIL", unless the context otherwise implies, refer to Katha Mediatix India Limited. All references to “Rupees”, “` ” refer to Indian Rupees, the official currency of Republic of India; references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lacs” mean “100 thousand” and the word “million” means “10 lakh” and the word “crore” means “10 million” or “100 Lakh” and the word “billion” means “1,000 million” or “100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS

Term Description Act or Companies Act Companies Act, 1956, as amended from time to time AGM Annual General Meeting. AS Accounting Standards as issued by The Institute of Chartered Accountants of

India. AY Assessment Year BSE Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited. DP/ Depository Participant A depository participant as defined under the Depositories Act, 1996. DP ID Depository Participant’s Identity Depository A depository registered with SEBI under the SEBI (Depository and

Participant) Regulations, 1996, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time Depositories Regulations The SEBI (Depository and Participant) Regulations, 1996, as amended from

time to time DER Debt Equity Ratio EBIDTA Earnings before Interest Depreciation, Tax and Amortization ECS Electronic Clearing Service EGM Extra-Ordinary General Meeting EPF Act Employees Provident Funds and Miscellaneous Provisions Act, 1952 EPS Unless otherwise specified, Earnings Per Share, i.e., profit after tax for a fiscal

year divided by the weighted average outstanding number of Equity Shares during that fiscal year

FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, and the subsequent amendments

thereto FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)

Regulations, 2000 and amendments thereto FII(s) Foreign Institutional Investor as defined under SEBI (Foreign Institutional

Investors) Regulations, 1995, registered with SEBI and as defined under FEMA Regulations.

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

FY/ Fiscal Year ended March 31. GDP Gross Domestic Product GoI/ Government Government of India HNI High Net worth Individual HUF Hindu Undivided Family IFRS International Financial Reporting Standards ISIN International Securities Identification Number allotted by the Depository. Income Tax Act The Income Tax Act, 1961, as amended from time to time Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offer Mn Million MoU Memorandum of Understanding NAV Net Asset Value

2

Term Description NEFT National Electronic Fund Transfer NR Non Resident N.A. Not applicable NRE Non- Resident (External) Rupee Account Scheme NRO Non-Resident Ordinary Rupee Account Scheme NRI Non Resident Indian, is a person resident outside India, who is a citizen of

India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time

NSDL National Securities Depository Limited NSE National Stock Exchange India Limited OCB(s) A company, partnership, society or other corporate body owned directly or

indirectly to the extent of up to 60% by NRIs including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the general permission granted to OCBs under the FEMA. OCBs are not allowed to invest in this Issue.

p.a. per annum P/E ratio Price to Earnings Ratio PAN Permanent Account Number PAT Profit after Tax PBT Profit Before Tax PIO Persons of Indian Origin PLR Prime Lending Rate RBI The Reserve Bank of India Rs One Indian Rupee RoC Registrar of Companies, Mumbai, Maharashtra situated at 100, Everest,

Marine Drive, Mumbai- 400 002 ROI Return on Investment RONW Return on Networth ` Indian Rupees RTGS Real Time Gross Settlement SAT Securities Appellate Tribunal SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time SEBI The Securities and Exchange Board of India constituted under the SEBI Act,

1992 SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to

time SEBI(ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 Stamp Act The Indian Stamp Act, 1899, as amended from time to time State Government The Government of a State of India Stock Exchanges BSE and/or NSE as the context may refer to UIN Unique Identification Number U.S./ USA United States of America U.S. GAAP Generally Accepted Accounting Principles in the United States of America USD/ US$ United States Dollars VCF(s) Venture Capital Funds as defined and registered with SEBI under the SEBI

(Venture Capital Fund) Regulations, 1996, as amended from time to time

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ISSUE RELATED TERMS

Term Description Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant

to the Issue. Allottee An successful Bidder to whom the Equity Shares are allotted Application Supported by Blocked Amount/ ASBA

An application, whether physical or electronic, used by a Resident Retail Individual Bidder to make a Bid authorizing a SCSB to block the Bid Amount in their specified bank account maintained with the SCSB

ASBA Bidder Any Resident Retail Individual Bidder who intends to apply through ASBA and, (a) is bidding at Cut-off Price, with single option as to the number of shares; (b) is applying through blocking of funds in a bank account with the SCSB; (c) has agreed not to revise his/her bid; and (d) is not bidding under any of the reserved categories

ASBA Bid cum Application Form or ASBA BCAF

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 Draft Red Herring Prospectus and the Prospectus

ASBA Public Issue Account A bank account of the Company, under Section 73 of the Act where the funds shall be transferred by the SCSBs from the bank accounts of the ASBA Bidders

Bankers to the Issue/ Escrow collection Bank(s)

The banks registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened, in this case being [�]

Basis of Allotment The basis on which Equity Shares will be allotted to Bidders under the Issue and which is described in paragraph titled “Basis of Allotment” forming a part of section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus

Bid An indication to make an offer during the Bidding Period by a prospective investor to subscribe to the Equity Shares of the Company 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 Retail Resident Individual Bidder to subscribe to the Equity Shares of the Company at Cut-off Price

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form

Bid /Issue Closing Date The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified in an English national newspaper and a Hindi national newspaper, each with wide circulation

Bid /Issue Opening Date Except in relation to Anchor Investors, the date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in an English national newspaper and a Hindi national newspaper, each with wide circulation

Bid cum Application Form

The form used by a Bidder to make a Bid and which will be considered as the application for Allotment for the purposes of the Draft Red Herring Prospectus and the Prospectus

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Draft Red Herring Prospectus and the Bid cum Application Form

Bidding/Issue Period

The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids

Book Building Process/Method Book building route as provided in Schedule XI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, in terms of which this Issue is being made

BRLM/ Book Running Lead Manager Book Running Lead Manager to the Issue, in this case being Stellant Capital Advisory Services (P) Limited

BRLM Memorandum of Understanding

The agreement entered into on November 7, 2011 between our Company and the Book Running Lead Manager, pursuant to which certain arrangements are agreed to in relation to the Issue

Business Day Any day, other than a Saturday or a Sunday, on which commercial banks in Mumbai are open for business

CAN/ Confirmation of Allocation Note

Note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in

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Term Description accordance with the Book Building Process

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

Controlling Branches

Such branches of the SCSB which coordinates with the Book Running Lead Manager, the Registrar to the Issue and the Stock Exchanges.

Cut-off Price

Issue Price, finalized by our Company in consultation with the Book Running Lead Manager. Only Retail Individual Bidders whose Bid Amount does not exceed `200,000 are entitled to Bid at the Cut Off Price. QIBs and Non- Institutional Bidders are not entitled to Bid at the Cut-off Price.

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

Designated Date

The date on which funds are transferred from the Escrow Account to the Public Issue Account or the amount blocked by the SCSB is transferred from the bank account of the ASBA Bidder to the ASBA Public Issue Account, as the case may be, after the Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to successful Bidders

Designated Stock Exchange Bombay Stock Exchange Limited Draft Red Herring Prospectus This Draft Red Herring Prospectus issued in accordance with Section 60B of

the Companies Act, which does not contain complete particulars of the price at which the Equity Shares are issued and the size (in terms of value) of the Issue

Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom this Draft Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares allotted herein

Equity Shares Equity Shares of our Company having a face value of `.10 each, unless otherwise specified

Escrow Account Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder (excluding the ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid

Escrow Agreement Agreement to be entered into by the Company, the Registrar to the Issue, the Book Running Lead Manager, the Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected to the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof

First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form or the ASBA Bid cum Application 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

Issue Public issue of 40, 00,000 Equity Shares of ` 10 each of the Company for cash at a price of ` [�] per Equity Share (including a share premium of ` [�] per Equity Share) aggregating ` [�].

Issue Closing Date [�] Issue Opening Date [�] Issue Price The final price at which Equity Shares will be issued and allotted in terms of

the Red Herring Prospectus. The Issue Price will be decided by the Company in consultation with the Book Running Lead Manager on the Pricing Date

Issue Proceeds The proceeds of the Issue that are available to our Company Mutual Fund Portion 5% of the QIB Portion or 1,00,000 Equity Shares available for allocation to

Mutual Funds only, out of the QIB Portion Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds)

Regulations, 1996 Net Proceeds The Issue Proceeds less the Issue expenses. For further information about use

of the Issue Proceeds and the Issue expenses, please refer to the section titled “Objects of the Issue” beginning on page no 68 of this Draft Red Herring Prospectus

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than ` 2,00,000 (but not including NRIs other than eligible NRIs)

Non-Institutional Portion The portion of the Issue being not less than 6,00,000 Equity Shares available

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Term Description for allocation to Non-Institutional Bidders

Non-Resident A person resident outside India, as defined under FEMA and includes a Non Resident Indian

Pay-in Date Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders, as applicable

Pay-in-Period The period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date

Price Band Price Band of a minimum price of `[�] (Floor Price) and the maximum price of ` [�] (Cap Price) and include revisions thereof. The price band and the minimum bid lot size for this Issue will be decided by our Company in consultation with the Book Running Lead Manager and advertised by us in the national newspapers (one each in English and Hindi) at least two (2) working days prior to the Bid/ Issue Opening Date.

Pricing Date The date on which our Company, in consultation with the Book Running Lead Manager, finalizes the Issue Price

Prospectus The Prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act, 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 with the Bankers to the Issue to receive monies from the Escrow Account on the Designated Date

QIB Portion The portion of the Issue being upto 20,00,000 Equity Shares of `10 each to be Allotted to QIBs

Qualified Institutional Buyers or QIBs Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FIIs and sub-account registered with SEBI, other than which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with IRDA, provident fund with minimum corpus of `25 crores, pension fund with minimum corpus of `25 crores and National Investment Fund set up by Government of India, Insurance fund setup and managed by the Department of Post India.

Red Herring Prospectus or RHP The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three (3) days before the Bid Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date

Refund Account(s) The account opened with Escrow Collection Bank(s), from which refunds, if any, of the whole or part of the Bid Amount (excluding to the ASBA Bidder) shall be made

Refund Banker(s) [�] Refunds through electronic transfer of funds

Refunds through ECS, Direct Credit, NEFT, RTGS or the ASBA process, as applicable

Registrar/Registrar to the Issue In this case being, Bigshare Services Private Limited Resident Retail Individual Investor or RRII

Retail Individual Bidder who is a person resident in India as defined in the Foreign Exchange Management Act, 1999 and who has not Bid for Equity Shares for an amount more than ` 2,00,000 in any of the bidding options in the Issue

Retail Individual Bidder(s) Individual Bidders (including HUFs applying through their Karta, Eligible NRIs and Resident Retail Individual Bidders) who have not Bid for Equity Shares for an amount more than ` 2,00,000 in any of the bidding options in the issue.

Retail Portion The portion of the Issue being not less than 14,00,000 Equity Shares of `10 each available for allocation to Retail Individual Bidder(s)

Revision Form The form used by the Bidders, excluding ASBA Bidders, to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s)

SCSB Agreement The agreement to be entered into between the SCSBs, the Book Running Lead

6

Term Description Manager, the Registrar to the Issue and our Company only in relation to the collection of Bids from the ASBA Bidders

Self Certified Syndicate Bank or SCSB

The Banks which are registered with SEBI under SEBI (Bankers to an Issue) Regulations, 1994 and offers services of ASBA, including blocking of bank account and a list of which is available on http://www.sebi.gov.in

Stock Exchanges The BSE and the NSE Syndicate The Book Running Lead Manager and the Syndicate Members (if any) Syndicate Agreement The agreement to be entered into between the Syndicate and our Company in

relation to the collection of Bids in this Issue (excluding Bids from the ASBA Bidders)

Syndicate Members [�] Takeover Code SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as

amended TRS/Transaction Registration Slip The slip or document issued by a member of the Syndicate or the SCSB (only

on demand), as the case may be, to the Bidder as proof of registration of the Bid

Underwriters The Book Running Lead Manager and the Syndicate Members Underwriting Agreement The agreement among the Underwriter and our Company to be entered into on

or after the Pricing Date ISSUER RELATED TERMS

Term Description “ Katha Mediatix India Limited”, “Katha Mediatix”, “Our Company”, “the Company”, “the Issuer Company”, “the Issuer”, “we”, “us” and “our”

Unless the context otherwise requires, refers to Katha Mediatix India Limited, a public limited company incorporated under the Companies Act, 1956.

AOA/ Articles / Articles of Association

The Articles of Association of Katha Mediatix India Limited

Auditors The statutory auditors of our Company M/s. Gupta Saharia & Co. Chartered Accountants

Board / Board of Directors The Board of Directors of our Company or a Committee authorized to act on their behalf

MOA / Memorandum / Memorandum of Association

The Memorandum of Association of Katha Mediatix India Limited

Objects of the Issue/ Project The present issue is being made to raise the funds for the following purposes: 1. Setting up of Corporate Office; 2. Purchase of Systems and Softwares; 3. Acquisition and Other Strategic Initiatives; 4. Augmenting Long Term Working Capital; 5. General Corporate Purposes 6. Meeting Public Issue Expenses

Company Secretary and Compliance Officer

Mr. Ankit Sethi

Promoter(s) Unless the context otherwise requires, refers to Mr. Krishnendu Sen, Mrs. Kajal Sen, Mr. Romeer Sen and Mr. Roman Sen

Promoter-Director(s) A director on the Board of our Company Promoter Group Entities Companies, Individuals and entities (other than companies) as defined under

Regulation 2 sub-regulation (1) (zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009,

Group Companies/ Associate Companies

� Katha Insurance Services Private Limited � Katha Interactive Communication Private Limited � Netsparsh Technologies Private Limited � Katha London Advertising Agency Limited

Registered Office 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053, Maharashtra

ROC / RoC Registrar of Companies, Mumbai, Maharashtra situated at 100, Everest, Marine Drive, Mumbai- 400 002

7

INDUSTRY RELATED TERMS

Term Description AFP Advertised Funded Programme BFSI Banking, Financial Services and Insurance B2B Business to Business BMC Bombay Municipal Corporation BQS Bus Queue Shelter CAGR Compounded Annual Growth Rate CRISIL Credit Rating Information Services of India Limited DMRC Delhi Metro Rail Corporation ESI Act Employee State Insurance Act, 1945 EPFA Act Employee Provident Fund and Miscellaneous Provisions Act, 1952 FMCG Fast Moving Consumable Goods IPL Indian Premier League LCD/LED Liquid Crystal Display/Light Emitting Diode MNP Mobile Number Portability OOH Out- of – home POSTAR Post audience research POP/POS Point of Purchase, Point of Sale PR Public Relation TV Television

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SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRRENCY OF

PRESENTATION Financial Data Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from the restated financial statements of our Company, prepared in accordance with Indian GAAP and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, which are included in this Draft Red Herring Prospectus. The fiscal year of our Company commences on April 1 of each year and ends on March 31 of the next year. All references to a particular fiscal year are to the 12 month 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. There are significant differences among Indian GAAP, IFRS and US GAAP. Our Company urges you to consult your own advisors regarding such differences and their impact on the Company’s financial data. 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. All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India. All references to the “US”, “USA”, or the “United States” are to the United States of America, its territories and possessions and all references to “UK” are to the United Kingdom of Great Britain and Northern Ireland, together with all its territories and possessions. Any percentage amounts, as set forth in “Risk Factors”, “Business Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of the restated financial statements of our Company prepared in accordance with Indian GAAP. Currency and units of Presentation All references to “Rupees” or “`” are to Indian Rupees, the official currency of the Republic of India. All references to “Euro” are to Euros, the lawful currency of certain nations within the European Union. All references to “US$”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America. In this Draft Red Herring Prospectus our Company has presented certain numerical information in “million” units. One million represents 10,00,000. Exchange Rates This Draft Red Herring Prospectus contains translations of certain Euro, US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. These translations should not be construed as a representation that the Euro and US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. Unless, otherwise stated, our Company has in this Draft Red Herring Prospectus used a conversion rate of `66.4313 for one Euro and `48.9120 for one USD, being the RBI reference rate as of September 29, 2011. (Source: RBI website). Such translations should not be considered as a representation that such Euro amounts have been, could have been or could be converted into Rupees at any particular rate, the rates stated above or at all . Industry and Market Data Unless stated otherwise, industry and market data used throughout this Draft Red Herring Prospectus has been obtained from CRISIL Limited, industry publications including inter alia RBI and Ministry of Finance. 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 our Company believes 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 our Company to be reliable, have not been verified by any independent sources.

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Further, 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. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. This data has not been prepared or independently verified by us or the Book Running Lead Manager or any of their respective affiliates or advisor. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in the section titled “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus. Accordingly, investment decisions should not be based on such information.

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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”, “contemplate”, “expect”, “estimate”, “future”, “goal”, “intend”, “may”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue”, “will likely result”, “will seek to” or other words or phrases of similar import. Similarly, statements that describe our Company’s strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions 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 Company’s expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which our Company has its businesses and its ability to respond to them, our Company’s ability to successfully implement its strategy, its growth and expansion, technological changes, its exposure to market risks, general economic and political conditions in India, which have an impact on its 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 Company’s industry. Important factors that could cause actual results to differ materially from our Company’s expectations include, but are not limited to, the following:

1. Our ability to manage our growth effectively; 2. Our ability to finance our business growth and obtain financing on favourable terms; 3. Our ability to compete effectively, particularly in new markets and businesses; 4. Our ability to anticipate trends in and suitably expand our current business lines; 5. Our dependence on key personnel; 6. Demand for our products; 7. Our ability to retain existing customers; 8. Conflicts of interest with affiliated companies, the Promoter Group and other related parties; 9. The outcome of legal or regulatory proceedings that we might become involved in; 10. Contingent liabilities, environmental problems and uninsured losses; 11. Government approvals; 12. Changes in government policies and regulatory actions that apply to or affect our business; and 13. Change in general economic and business conditions in India and other countries; 14. Regulatory changes in the outdoor media industry and our Company’s ability to respond to them; 15. Our Company’s ability to successfully implement the strategy, growth, new projects and expansion plans; 16. Volatility in the financial markets; 17. Volatility in the foreign exchange rates; 18. Cost and time overruns on project implementations; 19. Changes in the political conditions in India; 20. Social/ civil unrest/ hostilities with neighbouring countries or acts on international terrorism; and 21. Inability to enter into profitable off take arrangements

For further discussion of factors that could cause our Company’s actual results to differ from its expectations, please refer to sections titled “Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 11, 95, and 157 respectively of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Our Company, the Book Running Lead Manager, the Syndicate Members or their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company and the Book Running Lead Manager will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges.

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SECTION – III RISK FACTORS An investment in the 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. To obtain a complete understanding of our Company, you should read this section in conjunction with the section titled “Business Overview” beginning on page no 95 of this Draft Red Herring Prospectus and section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page no 157 of this Draft Red Herring Prospectus as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. Prior to making an investment decision, prospective investors should carefully consider all of the information contained in the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus. Unless stated otherwise, the financial data in this section is as per our financial statements prepared in accordance with Indian GAAP. Any of the following risks as well as other risks and uncertainties discussed in this Draft Red Herring Prospectus could have a material adverse impact on our business, financial condition and results of our operation and could cause the trading price of our Equity Shares to decline which could result in the loss of all or part of your investment. This Draft Red Herring Prospectus also contains forward looking statements that involve risks and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. These risks are not the only ones that we face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein. Materiality The Risk Factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality: 1. Some events may not be material individually but may be found material collectively; 2. Some events may have material impact qualitatively instead of quantitatively; 3. Some events may not be material at present but may be having material impacts in future. A. INTERNAL RISK FACTORS Risk related to our Company, our business and our industry 1. There are legal proceedings both civil and criminal currently outstanding involving our Company and our

Directors. Failure to defend these proceedings successfully may have an adverse effect on our business prospects, financial condition, results of ongoing operations and reputation.

There are legal proceedings both civil as well as criminal currently outstanding involving our Company and our Directors. Our Company is involved in claims incidental to our business and operations. Any adverse decision in such legal proceedings may render us liable to penalties/penal actions and may adversely affect our business, results of ongoing operations and financial condition. A summary of these legal and other proceedings involving our Company and our Directors as on June 30, 2011 is given in the following table: Sr. No Particular Under Section Amount (` in Lakhs) as on

June 30, 2011 1 Ramesh Grover Civil Case 6.65* 2 Paresh Mehta Civil Case 74.36 3 Rene Singh and another Civil Case 49.77 4 Sanjay Knit Private Limited Civil Case 1.65 5 Sri Adhikari Brothers Television Network

Limited (also against Krishnedu Sen HUF – Promoter Group)

Civil Case 28.70

6 Jagran Prakashan Civil Case 1.60** 7 Pradeep Advertising Civil Case 2.00# 8 Number One Advertising Civil Case 8.38## 9 Rose Advertising Private Limited (also

against Krishnendu Sen, Mrs. Kajal Sen and Criminal Case 39.50�

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Mr. Sanjit Sen) 10 Rural Eight (also against Krishnendu Sen,

Mrs. Kajal Sen and Mr. Salamutualla Shaikh)

Criminal Case 6.62

TOTAL 219.24 * The Company has further paid off ` 4,00,000 as on August 24, 2011. ** The said amount was paid off on July 13, 2011 and nothing is pending as on date. # The said amount was paid off on August 12, 2011. ##The said amount was paid off on August 26, 2011 and nothing is pending as on date. �The Company has further paid off ` 7,50,000 as on August 24, 2011. We confirm that all the litigation appearing in the section titled “Outstanding Litigations and Material Developments” have been summarized for the purpose of this risk factor. The amounts claimed in these proceedings have been disclosed to the extent ascertainable, excluding contingent liabilities and include amounts claimed jointly and severally from us and other parties. Should any new developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities, thereby affecting our business and financials. For further details regarding the aforesaid litigations, please refer to section titled “Outstanding Litigations and Material Developments” beginning on page no 168 of this Draft Red Herring Prospectus. 2. Our contingent liabilities could adversely affect the financial condition of our Company We have not provided for contingent liabilities as on June 30, 2011, which if materializes could adversely affect our financial positions. Our contingent liabilities as on June 30, 2011 is as mentioned below:

(`in lakhs) Particulars as on June 30, 2011

Claims against the Company not acknowledged as debt 219.24 Total 219.24 In terms of the restated audited financial statements as on June 30, 2011, we have contingent liabilities that we have not accounted for aggregating to ` 219.24. The aforesaid contingent liabilities are outstanding in the normal course of business of our Company and any liability crystallizing on account of the said contingent liability may affect our financial condition significantly. For more information, please refer to the paragraph “Schedule 19 – Contingent Liabilities” forming apart of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus. 3. Certain unsecured loans availed by our Company may be recalled by our lenders at any time which may affect

on our business and financial conditions adversely Of the total unsecured loans amounting to ` 701.37 lakhs, outstanding as at June 30, 2011 which is availed by our Company may be recalled by the lenders at any time. Any failure to service our indebtedness, maintain the required security interests, comply with a requirement to obtain a consent or otherwise perform our obligations under our financing agreements could lead to a termination of one or more of our credit facilities, trigger cross default provisions, penalties and acceleration of amounts due under such facilities which may adversely affect our business, financial condition and results of operations. Unsecured loan of Rs. 2,16,00,000 (Rupees Two Crores Sixteen Lakhs) availed from S.E. Investments has been paid off and our Company has received a No Due Certificate dated September 12, 2011. 4. Our Company had negative cash flows in the recent fiscals

(` In lakhs)

Particulars as on June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Net cash from/(used in) Operating Activities (92.45) (846.39) 258.75 83.01 (223.46) 488.98

Net cash from/(used in) Investing Activities (131.69) (297.76) (18.37) (1.06) 6.94 2.10

Net cash from/(used in) Financing 210.47 1154.90 (240.65) (75.72) 229.31 (487.68)

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Activities Net change in cash & cash equivalents (13.67) 10.73* (0.28) ** 6.23 (1.07) 3.40

Note: the above figures have been derived from the audited financial information * Net change in cash and cash equivalent for the year ended March 31, 2011 was ` (10.73) lakhs. This was mainly due to purchase of fixed assets and repayment of interest ** Net change in cash and cash equivalent for the year ended March 31, 2010 was ` (0.28) lakhs. This was mainly due to purchase of fixed assets and repayment of interest For more information, please refer to the paragraph “Schedule 3 Cash flows” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus. 5. Some of our Promoter Group Companies have incurred losses during the last three financial years

(` In lakhs) Name of the Entities Profit/ (Loss) for the year ended March 31,

2011 2010 2009 Katha Insurance Services Private Limited

(0.07) (0.04) (0.04)

Katha Interactive Communication Private Limited

(0.05) (0.05) (0.05)

6. We have in the past entered into related party transactions and may continue to do so in the future. There could

be no assurance that in future such transactions will not have any adverse effect on our financial condition and results of operation.

We have in the normal course of our business entered into certain transactions with our Promoter or Promoter Group. We believe that all such transactions have been conducted on an arms-length basis; there can be no assurance that we could not have been achieved more favorable terms had such transactions not been entered into with related parties. Furthermore, it is likely 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 financial condition and results of operation. For more information, please refer to the paragraph “Schedule 18 Related Party Transactions” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus.

7. We have issued below mentioned Equity Shares in the last twelve months from the date of filing this Draft Red

Herring Prospectus with SEBI, the price of which may be lower than the Issue Price Our Company has issued shares to the following entities on a further allotment. The price at which these shares have been allotted is not indicative of the price at which the shares will be issued in this Issue.

Sr. No Name of entities

Date of Allotment/ Transfer

Whether it belongs to Promoter

Group

Number of Equity Shares

Issue Price (in

`)

1 Mrs. Kajal Sen January 05, 2011 YES 2,25,000 10.00 8. Our funds requirements are based on internal management estimates and on the basis of quotations obtained,

wherever possible, and have not been appraised by any bank or financial institution. Any increase in the actual deployment of funds may cause an additional burden on our finance plans. We have not entered into definitive agreements to utilize our Issue proceeds

The fund requirement mentioned as a part of the Objects of the Issue is based on internal management estimates and on the basis of quotations obtained, wherever possible, and has not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in light of changes in external circumstances or costs or in other financial conditions, business strategy, etc. With increase in costs, our actual deployment of funds may exceed our estimates and may cause us an additional burden on our finance plans. As on the date of this Draft Red Herring Prospectus, neither we have entered into any definitive agreements for this Object nor have we incurred any expenses towards the same.

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For more information, please refer to section titled “Objects of the Issue” beginning on page no 68 of this Draft Red Herring Prospectus.

9. There can be delay in our proposed acquisition plans, which is one of the objects for which funds are being raised in this Issue. This may affect our financial condition and results of operation.

Our proposed acquisition plans are mainly dependent on the proceeds of this Issue. However, timely acquisitions will have a critical bearing on our financial performance. We have not arranged for any alternate source of funding the acquisitions. As on the date of this Draft Red Herring Prospectus, we have not initiated any activities towards such proposed acquisitions and there can be a possibility of delay in the acquisitions. Any delay in the proposed Issue may increase the cost of the proposed acquisition. This may adversely affect our operations and profitability.

10. We have not yet placed orders for 100% of systems and software for which funds are being raised through this Issue. Moreover, we are still in the process of evaluating target company’s for acquisition. Any delay in procurement of systems and software or any delay in acquisition of target companies may delay the future plans which may also lead to increase in prices of these systems and software, further affecting our cost, revenue and profitability.

The Net Proceeds of the Issue will be utilised towards proposed acquisitions and purchase of systems and software and augmenting working capital requirement as explained in the section titled “Objects of the Issue” beginning on page no 68 of this Draft Red Herring Prospectus. We have not yet placed orders for any systems and software or finalized any target company’s for acquisition. Any delay in placing the orders or procurement of systems and software may delay our future roll out plans. Such delays may also lead to increase in prices of the software, further affecting our cost, revenue and profitability.

11. Out-of-home advertising business is dependent on availability of sites for displaying the hoardings. Any significant increase in the prices of such sites or non-availability of sites for displaying the hoardings may adversely affect our results of operations.

Our main requirement for the out-of-home advertising business is the availability of various sites on which we display the advertisements of our clients. We procure these sites on rents/ lease from various agencies whenever there is a requirement. As on date we do not have any long term tie up or have not entered into any agreements with any such agencies. Any non-availability of these sites for whatever reason, could adversely affect our sales and profitability. Further, any price volatility of these sites and our inability to adjust to the same could adversely affect results of our operations and profitability.

12. Our Company does not have any long-term contracts with our existing clients which may adversely affect results of our operations

Our Company does not have any long-term contracts with any of our existing clients. Any change in business environment of our clients may force them to trim down the marketing of their products/ services through advertising. Any such event may lead to reduction in current and prospective business from such clients which may adversely affect the business of our Company. Our inability to sell our existing services as well as services to be rendered after our proposed acquisitions, may also adversely affect our business and profitability in future.

13. Our Company is dependent on third party agency which leases space to us for setting up hoardings for our clients. Any non availability of such services may affect our business operations and profitability

Our Company uses services of third party agency for setting up hoardings for our clients. Any non availability of these services due any reason may have an adverse impact on the availability of such space thereby adversely affecting our operations.

14. Our business requires high working capital. Our Company has not yet tied-up for debt component for enhanced working capital needs on account of proposed acquisitions; in case there are insufficient cash flows to meet our requirement or our inability to arrange the same from other sources, there may be an adverse impact on the results of our operations

Our business demands substantial fund and non-fund based working capital facilities. Our Company will approach banks and financial institutions to arrange for the enhanced working capital needs at the appropriate time. In case there is insufficient cash flows to meet our working capital requirement or our inability to arrange the same from other sources or due to other factors including delay in disbursement of arranged funds, resulting in our inability to

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finance our working capital needs when needed or there is any increase in interest rate on our borrowings, it may adversely affect our operations and profitability.

15. Our Company may require additional capital resources to achieve our acquisition plans

The rate of acquisitions will depend to an extent on the availability of adequate debt and equity capital. Our cash flow requirements will be based on cash flows generated by our business. Further, the actual expenditure incurred may be higher than current estimates owing to but not limited to, implementation delays or cost overruns. We may, therefore, primarily try to meet such cost overruns through our internal generations and in case if the same is not adequate, we may have to raise additional funds by way of additional term debt from banks/ financial institutions and unsecured loans from Promoter and Promoter Group, which may have an adverse effect on our business and results of operations.

16. Our success is also dependent on the success of our creative and strategic departments. Any failure to meet customer requirements from time to time, may adversely affect our business

Our success depends on our ability to continue innovating new services as well as improving the quality of our existing services. We cannot assure that our creative and strategic department will be successful in developing new and better services as per changing market conditions and/ or as per the requirements of our customers, which may adversely affect our business. Further, the new innovations, if any, are subject to certain inherent threats like piracy and/ or theft, other competitors developing relevant technologies/ innovations before us due to which our costs and efforts go waste etc. There can be no assurance that a new product/ service will be commercially successful. If creative and strategic department efforts do not result in a pipeline of innovative products / services that can be commercially exploited, our results of operations and financial condition may be adversely affected.

17. Technological obsolescence may result in our operation as unviable or may require capital investments which may have an adverse effect on our performance

Any changes in technology may render our existing products and services or even our proposed services obsolete or we may have to incur substantial capital investment to upgrade our products, which may adversely affect the performance of our Company.

18. The management of our Company will have significant flexibility in temporarily investing the Net Proceeds of the Issue

Our Company intends to use the Net Proceeds of the Issue for proposed expenditure as described in the section titled “Objects of the Issue” beginning on page no 68 of this Draft Red Herring Prospectus. Pending utilization of the Net Proceeds for the Issue may be temporarily invested in interest bearing liquid instruments including deposits with banks and investments in mutual funds and other financial products, such as principal protected funds, derivative linked debt instruments, other fixed and variable return instruments, listed debt instruments and rated debentures in accordance with the polices established by the Board. The management of our Company will have significant flexibility in temporarily investing the Net Proceeds of the Issue. The management may also determine that it is appropriate to revise its estimated fund requirements and deployment schedule owing to factors such as geological assessments, exchange or interest rate fluctuations, any other preoperative expenses and other external factors which may not be within the control of management of our Company but may affect the use of Net Proceeds.

19. Our Company’s inability to effectively manage its growth or to successfully implement its business plan and growth strategy could have an adverse effect on our Company’s operations, results and financial condition

Our Company expects that its growth strategy will place significant demands on its management, financial and other resources. In particular, continued expansion increases the challenges involved in financial and technical management, recruitment, training and retaining sufficient skilled technical and management personnel, and developing and improving its internal administrative infrastructure. Our Company intends to continue expansion in the foreseeable future to pursue existing and potential market opportunities. Our Company’s inability to manage its business plan effectively and execute its growth strategy could have an adverse effect on its operations, results, financial condition and cash flows.

In order to manage growth effectively, our Company must implement and improve operational systems, procedures and internal controls on a timely basis. If our Company fails to implement these systems, procedures and controls on a timely basis, or if there are weaknesses in its internal controls that would result in inconsistent internal standard operating procedures, our Company may not be able to meet its customers’ needs, hire and retain new

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employees, pursue new business, complete future strategic agreements or operate its business effectively. There can be no assurance that our Company’s current or future management, operational and financial systems, procedures and controls will be adequate to support future operations or establish or develop business relationships beneficial to future operations.

20. Our Company’s insurance coverage may not be adequate to protect us against all material hazards which may results in disruptions of operations/ monetary loss on account of stoppage of work

Our Company has covered itself against certain risks. In case of any casualty, there can be no assurance that any claim under the insurance policies obtained by our Company will be honoured fully/ in part on time. Further, our Company may not have obtained or may not timely renew insurance cover for any of our asset that does not expressly require us to maintain insurance. To the extent that if we suffer losses or damages not adequately covered, the same shall devolve on our Company resulting in operations and financial performance being adversely affected.

21. Approvals for authorised usage of Hoardings have been granted pursuant to arrangements in the form of contracts and Agreements with the Parties possessing licenses to use such Hoardings or their arrangements with original Parties actually possessing the licenses.

The approvals for authorised usage of Hoardings pursuant to which the business of the Company is carried on have been disclosed under the heading “Authorised Usage of Hoardings” in the chapter titled “Government / Statutory and Business Approvals”.

Such authority in most cases has been granted to the Company by virtue of contracts/ arrangements with Parties possessing permission for authorized usage of such Hoardings. Although the contracts, agreements or the deed of assignment, as the case may be between the Company and such Parties has been verified, we are unable to verify/ ascertain the authority of such Parties to use the Hoardings. This is because in certain such cases it may be difficult to obtain licenses owned or possessed by such Parties as such parties may not part with the licenses granted to them or in certain other cases it may be complex to ascertain if such Hoardings are actually owned or leased by such parties. In such a scenario, any unexpected withdrawal by the BMC or any other local authority of such license from the original party may disrupt the normal course of business activities being undertaken by our Company. This may also in turn affect the various arrangements entered into with the clients and advertisers and resulting in subsequent losses.

For details of approvals for authorised usage of Hoardings kindly refer to heading “Authorised usage of Hoardings” in the Chapter titled “Government /Statutory and Business Approvals”.

22. Our business requires us to obtain and renew certain registrations, licenses and permits from government and

regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect our business operations

Our business operations require us to obtain and renew from time to time, certain approvals, licenses, registrations and permits, some of which may expire and for which we may have to make an application for obtaining the approval or its renewal. We will be applying for certain approvals relating to our business.

If we fail to maintain such registrations and licenses or comply with applicable conditions, or a regulatory authourity claims we have not complied, with these conditions, our certificate of registration for carrying on a particular activity may be suspended and/or cancelled and we will not then be able to carry on such activity. Further, we may become liable to penal action if our activities are adjudged to be undertaken in the manner not authorized under the applicable law. This could materially and adversely affect our business, financial condition and results of operations.

We cannot assure you that we will be able to obtain approvals in respect of such applications or any application made by us in the future. For more information about the licenses required in our business and the licenses and approvals applied for, please refer to sections titled “Other Regulatory and Statutory Declarations” and “Government/Statutory and Business Approvals” beginning on page nos 178 and 175 respectively of this Draft Red Herring Prospectus.1

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23. Our Company is dependent on our senior management team and the loss of team members may adversely affect our business or results of operations

Our Company has a team of professionals to manage the operations and growth of our Company. Our success and performance are substantially dependent on the services of our key managerial personnel. Any loss of these key managerial personnel could have an adverse effect on our business operations.

24. We operate our business from leased premises Our office, through which we operate our business, including our registered office situated at 31 , Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India, is taken on lease by us from third party. We may in future also enter into such transactions with third parties. Any adverse impact on the title /ownership rights/ development rights of our landlords from whose premises we operate our offices or breach of the contractual terms of such leave and license agreements may impede our Company’s effective operations. In the event, these rental agreements are not renewed, our operations and in turn profitability will be adversely impacted.

25. The utilisation of our Issue proceeds will be not be monitored by any external, independent or a Monitoring Agency but through our Board of Directors.

There will be no external, independent or a monitoring agency which would monitor the utilization of our Issue proceeds. However, our Board will monitor the utilization of the proceeds of the Issue. We will disclose the details of the utilisation of the Issue proceeds, including interim use, under a separate head in our financial statements specifying the purpose for which such proceeds have been utilized or otherwise disclose as per the disclosure requirements of our listing agreements with the Stock Exchanges and in particular Clause 49 of the listing agreement.

26. The leave and license agreement executed for the Registered Office of our Company is not duly stamped. The leave and license agreement executed for the registered office of our Company situated at 31 , Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India, has been executed on ` 100 (Rupees Hundred) stamp paper.

27. The leave and license agreement executed for the Registered Office of our Company is not registered. Our Company has taken the registered office situated at 31 , Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India used by the Company on leave and license basis for a period of 2 (two) years and the agreement executed for this purpose, as required by the Registration Act, 1908, has not been registered. According to Section 17 of the said Act, the effect such non-registration is that it (i) does not affect any immovable property comprised therein (ii) cannot be received as evidence of any transaction affecting such property. Thus the agreement becomes redundant and useless for all practical purposes and any future enforcement of the same may expose our Company to dangers comprised therein.

28. Our Company has acquired the premises of the Registered Office on leave and license basis only for a period of 2 years which expires on March 31, 2012. In the event the Company fails to renew the agreement for the same, it will adversely affect our ongoing business operations, growth prospects and business plans. Our Company has acquired the premises of the Registered Office situated at 31 , Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India, located at Mumbai from Krishnendu Sen HUF on leave and license basis commencing from April 1, 2011. The term of the Agreement is only for a period of 2 years which expires on March 31, 2012. In the event our Company fails to renew the Agreement for reasons beyond its control, it will adversely affect our ongoing business operations, growth prospects and business plans since all major operations of our Company are carried out at its Registered Office.

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29. Our Company has availed of working capital facilities of ` 15,00,00,000 (Rupees Fifteen Crores) from the State

Bank of India (“SBI”), Banker to Our Company, which includes several restrictive covenants, for which prior approval in writing of SBI is required. Failure to adhere to the said covenants or breach of some or any of them or delay in granting such approval may hinder us from taking advantage of a dynamic market environment or may even result in revocation of the said working capital facilities which in turn may adversely affect our business operations and financial condition. Our Company has availed of working capital facilities from the State Bank of India (“SBI”), Banker to our Company, for which the principal working capital outstanding as on the date of this Draft Red Herring Prospectus is ` 15,00,00,000 (Rupees Fifteen Crores). There are several restrictive covenants, for which prior approval in writing of SBI is required, which inter alia include that prior approval of SBI shall be required for borrowing arrangements for secured or unsecured loans, declaration of dividend, formulation of any scheme of amalgamation or reconstruction, scheme of expansion, before effecting any drastic change in our management setup, before changing the remuneration payable to the Directors, etc. Failure to adhere to the said covenants or breach of same may result in revocation of the said working capital facilities which in turn may adversely affect our business operations and financial condition. Also we cannot ascertain in future that SBI will grant such consents in a timely manner or at all. The time required to secure consents may hinder us from taking advantage of a dynamic market environment. Failure by the financial institutions to grant such consents may even compel the Company to repay such loans on a short notice. This may restrict our Company from availing of loans in the future which may in turn adversely affect the Company’s operations due to lack of funds.

30. The lease deed executed for our Company’s office located at Kolkata is neither duly stamped nor registered. The lease deed executed for one of the Company offices situated at17/A, Madan Mohan Talla Street, 1st Floor, Kolkata, has been executed on ` 100 (Rupees Hundred) stamp paper. As per the applicable provisions of Indian Stamp Act, 1899 (and amendments made thereto by the State of West Bengal) the lease deed is not duly stamped. The instrument shall accordingly be subject to Section 35 of the Indian Stamp Act, 1899 which inter alia provides that ‘No instrument chargeable with duty shall be admitted in evidence for any purpose by any person having by law or consent of parties authority to receive evidence, or shall be acted upon, registered or authenticated by any such person or by any public officer unless such instrument is duly stamped’. Our Company shall accordingly be subject to the aforementioned consequences. Further Section 62 of the Indian Stamp Act, 1899 also provides for a maximum penalty of ` 5000 (Rupees Five Thousand) for executing an instrument not duly stamped. Accordingly the Director(s) may be subject to such fine. The aforesaid lease deed has not been registered as required by the Registration Act, 1908. According to Section 17 of the said Act, the effect such non-registration is that it (i) does not affect any immovable property comprised therein (ii) cannot be received as evidence of any transaction affecting such property. Thus the lease deed becomes redundant and useless for all practical purposes and any future enforcement of the same may expose our Company to dangers comprised therein.

31. We have applied for registration of our word mark “KATHA” under the Trademarks Act, 1999. However, the same has not yet been registered. Our business could be adversely affected if we fail to protect and obtain our intellectual property rights. Our Company has made an application for registration of our word mark “KATHA” appearing in this Draft Red Herring Prospectus under class 09 of the Trade Marks Act, 1999 before the trademark registry and is currently pending registration. We cannot assure you that we will continue to have the uninterrupted use and enjoyment of the word mark. For more details please refer to the paragraph titled “Intellectual Property” beginning on page no 177 of the Draft Red Herring Prospectus.

32. Our Promoters have given personal guarantees in relation to certain debt facilities provided to us by our lenders. Some of the debt facilities provided to our Company by our lenders stipulate that the facility shall be secured by a personal guarantee of our Promoters. In the event there is any default in any of these obligations, the personal guarantees given by our Promoters may be invoked which in turn may adversely affect their ability to manage the affairs of our Company and the same cannot be quantified.

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Risk related to our Shareholders and Equity Shares 1. Our Promoters will continue to hold a majority of our Equity Shares after the Issue and can significantly

influence our corporate action.

Following the completion of the Issue, our Promoters and Promoter Group entities will own an aggregate of 37.60% of our post issue paid-up Equity Share capital. They have, and will continue to have, considerable influence over our business and may take actions that do not reflect the will or best interests of the other shareholders. The Promoters have the ability to control our business including matters relating to any sale of all or substantially all of its assets, the timing and distribution of dividends and the election or termination of appointment of its officers and directors. By virtue of its shareholding, the Promoters can exercise substantial influence over the Board and over matters that are subject to a shareholder vote. This control could delay, defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business combination involving our Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company even if it is in the best interest of its shareholders.

Our Promoters and/or the members of our Promoter Group will also continue to have the ability to cause us to take actions that are not in, or may conflict with, our interests and/or the interests of our minority shareholders, and there can be no assurance that such actions will not have an adverse effect on our future financial performance and the price of our Equity Shares.

For more information, please refer the section titled “Capital Structure”, “History and Certain Corporate Matters”, “Our Promoters and Their Background” and “Our Promoter Group and Group Companies” beginning on page nos 56,107,124, and 128 respectively of this Draft Red Herring Prospectus.

2. Being a rapidly growing company, we may require further equity issuance, which may lead to dilution of equity

and may affect the market price of our Equity Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and any future equity offerings by us

Our growth is dependent on having a strong balance sheet to support our activities. In addition to the Net Proceeds and our internally generated cash flow, we may need other sources of financing to meet our capital needs which may include entering into new debt facilities with lending institutions or raising additional equity in the capital markets. We may need to raise additional capital from time to time, dependent on business conditions. The factors that would require us to raise additional capital could be business growth beyond what the current balance sheet can sustain; additional capital requirements imposed due to changes in regulatory regime or significant depletion in our existing capital base due to unusual operating losses.

Any fresh issue of shares or convertible securities would dilute existing holders, and such issuance may not be done at terms and conditions, which are favorable to the then existing shareholders of our Company. If we decide to raise additional funds through the incurrence of debt, our interest obligations will increase, and we may be subject to additional covenants, which could further limit our ability to access cash flows from our operations. Such financings could cause our debt to equity ratio to increase or require us to create charges or liens on our assets in favor of lenders. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of our expansion plans. Our business and future results of operations may be adversely affected if we are unable to implement our expansion strategy.

3. The price of our Company’s Equity Shares may be volatile, and investors may be unable to resell their Equity

Shares at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for our Company’s Equity Shares, and an active trading market on the Indian Stock Exchanges may not develop or be sustained after the Issue. The Issue Price of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Issue. The market price of the Equity Shares after the Issue may be subject to significant fluctuations in response to, among other factors, variations in our Company’s operating results, market conditions specific to the packaging sector in India, developments relating to India and volatility in the BSE and the NSE and securities markets elsewhere in the world.

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4. There is no guarantee that the Equity Shares will be listed on the BSE and the NSE in a timely manner or at all and any trading closures at the BSE and the NSE may adversely affect the trading price of our Company’s Equity Shares.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after those Equity Shares have been issued and allotted. Approval requires all other relevant documents authorizing 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 investors’ ability to sell the Equity Shares.

The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in Europe and the U.S. The BSE and the NSE have in the past experienced problems, including temporary exchange closures, broker defaults, settlements delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect the market price and liquidity of the securities of Indian companies, including the Equity Shares, in both domestic and international markets. A closure of, or trading stoppage on, either of the BSE and the NSE could adversely affect the trading price of the Equity Shares.

5. Any future issuance of Equity Shares by our Company may dilute investors’ shareholding and adversely affect

the trading price of the Equity Shares.

Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our Company; adversely affect the trading price of our Company’s Equity Shares and its ability to raise capital through an issue of its securities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Company’s Equity Shares.

Additionally the disposal, pledge or encumbrance of Equity Shares by any of our Company’s major shareholders, or the perception that such transactions may occur may affect the trading price of the Equity Shares. No assurance may be given that our Company will not issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

6. 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.

Subsequent to listing, our Company will be subject to a daily circuit breaker imposed on listed companies 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 limit on our Company’s circuit breaker is set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges are not required to inform our Company of the percentage limit of the circuit breaker from time to time, and may change it without its knowledge. This circuit breaker would effectively limit 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 shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares.

7. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they

purchase in the Issue until the Issue receives the appropriate trading approvals.

Our Company’s Equity Shares will be listed on the NSE and the BSE. Pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed and trading may commence. Investors’ book entry, or “demat”, accounts with depository participants in India are expected to be credited within two working days of the date on which the basis of allotment is approved by NSE and the BSE. Thereafter, upon receipt of final approval from the NSE and the BSE, trading in the Equity Shares is expected to commence within seven working days of the date on which the basis of allotment is approved by the Designated Stock Exchange. Our Company cannot assure investors that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified above. Any delay in obtaining the approvals would restrict the investor’s ability to sell the Equity Shares.

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EXTERNAL RISK FACTORS 1. An economic downturn may negatively impair operating results of our Company

Our performance and the growth of 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 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 and increase our participation in the outdoor media sector. It would be 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, has an impact on the growth of the Indian economy, and government policy may change in response to such conditions. Any downturn in the macroeconomic environment in India in general and outdoor media sector in particular could adversely affect the price of our shares, our business and results of operations

2. Political, economic and social developments in India could adversely affect our Company’s business

The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Our Company’s business, and the market price and liquidity of our Company’s Equity Shares, may be affected by changes in the Government’s policies, including taxation, social, political, economic or other developments in or affecting India, acts of war and acts of terrorism could also adversely affect our Company’s business.

Since 1991, successive governments have pursued policies of economic liberalization, including significantly relaxing restrictions on private sector. However, there can be no assurance that such policies will be continued and any significant change in the Government’s policies in the future could affect business and economic conditions in India in general and could also affect our Company’s business and industry in particular. In addition, any political instability in India or geo political stability affecting India will adversely affect the Indian economy and the Indian securities markets in general, which would affect the trading price of our Company’s Equity Shares.

3. Financial instability in Indian financial markets could adversely affect our Company’s 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.

4. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect our Company’s business and its profitability

Certain events that are beyond the control of our Company, such as terrorist attacks and other acts of violence or war, including those involving India, China, the United Kingdom, the United States or other countries, may adversely affect worldwide financial markets and could potentially lead to a severe economic recession, which could adversely affect our Company’s 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 social and civil unrest, political tensions and hostilities including riots, regional conflicts and other acts of violence among neighboring countries, including India, Pakistan and China. Political tensions could create a perception that there is a risk of disruption of business provided by India based companies, which could have an adverse effect on our Company’s business, future financial performance and price of the 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 Company's operations might be significantly affected indirectly.

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5. Natural calamities could have a negative effect on the Indian economy and cause our Company’s business to suffer

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their effect on the Indian economy. For example, as a result of drought conditions in the country during Fiscal 2003, the agricultural sector recorded negative growth for that period. The erratic progress of the monsoon in 2004 affected sowing operations for certain crops. Further prolonged spells of below normal rainfall or other natural calamities could have a negative effect on the Indian economy, adversely affecting our Company’s business and the price of its Equity Shares.

6. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could

have a material adverse effect on the business and results of operations of our Company

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 Company’s business. Although, our Company has not been adversely affected by such outbreaks, our Company 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 a material adverse effect on the business of our Company.

7. 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 Company’s financial condition

As stated in the auditors reports of our Company included in this Draft Red Herring Prospectus, its financial statements are prepared and presented in conformity with Indian GAAP, consistently applied during the periods stated, except as provided in such reports, and no attempt has been made to reconcile any of the information given in this Draft Red Herring Prospectus to any other principles or to base it on any other standards. Indian GAAP differs from accounting principles and auditing standards with which prospective investors may be familiar in other countries.

8. Investing in securities that carry emerging market risks can be affected generally by volatility in the emerging

markets

The markets for securities bearing emerging market risks, such as risks relating to India, are, to varying degrees, influenced by economic and securities market conditions in other emerging market countries. Although economic conditions differ in each country, investors' reactions to developments in one country may affect securities of issuers in other countries, including India. Accordingly, the price and liquidity of the Equity Shares may be subject to significant fluctuations, which may not necessarily be directly or indirectly related to our financial performance.

9. Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect our

Company’s business

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely affect our Company’s ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm our Company’s business and financial performance, ability to obtain financing for capital expenditures and the price of our Company’s Equity Shares.

Prominent Notes: 1. Public issue of 40, 00,000 Equity Shares of `10 each of the Company for cash at a price of ` [�] per Equity

Share, including a premium of `[�] per Equity Share, aggregating to `[�]. The Issue will constitute 26.27% of the fully diluted post Issue equity share capital of our Company;

2. The Issue is being made through the 100% Book Building Process, wherein up to 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received from them, at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price;

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3. Under-subscription, if any, in any category of investors would be met with spill over from other categories at the sole discretion of our Company in consultation with the Book Running Lead Manager;

4. In the event of an oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue Price shall be allocated Equity Shares on a proportionate basis. In the event of an oversubscription in the Non-Institutional Portion and Retail Portion, allocation shall be made on a proportionate basis. For more information, please refer to the paragraph “Basis of Allotment” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus;

5. Pre- Issue Net worth of our Company as on June 30, 2011 is ` 2276.14 lakhs and as on March 31, 2011, is ` 1934.18 lakhs based on the restated financial statements of our Company under Indian GAAP and the Issue size is ` [�];

6. The net asset value per Equity Share of `10 each, as on June 30, 2011 is `20.28 lakhs and as on March 31,

2011 was `17.23 lakhs based on the restated financial statements of our Company under Indian GAAP. 7. The average cost of acquisition or of subscription to Equity Shares by our Promoters as on the date of filing

this Draft Red Herring Prospectus is set forth in the table below. For more information, please refer to the paragraph “Promoters Contribution and Lock in” forming a part of the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring Prospectus.

Name of the Promoter No of Equity Shares held Average price per share (in `)

Mrs. Kajal Sen 2,231,090 4.06 Mr. Krishnendu Sen 2,121,591 3.40 Mr. Roman Sen 686,104 2.92 Mr. Romeer Sen 686,104 2.92

Note: The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking the average of the amounts paid by them to acquire the Equity Shares issued by our Company and considering the bonus Equity shares issued by us on August 25, 2010;

8. Except as disclosed in the section titled “Capital Structure” beginning on page no 56 of this Draft Red

Herring Prospectus neither our Promoters nor our Directors have purchased or sold any Equity Shares of our Company during the period of six months preceding the date of filing this Draft Red Herring Prospectus with SEBI;

9. Except as disclosed in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring Prospectus, there has been no allotment of Equity Shares that may be at a price lower than the Issue Price within the last twelve (12) months from the date of filing this Draft Red Herring Prospectus with SEBI;

10. Except as disclosed in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring we have not issued any Equity Shares for consideration other than cash;

11. Except as disclosed in the sections titled “Objects of the Issue”, “Capital Structure”, “Our Promoters and

Their Background” “Our Promoter Group and Group Companies” or “Our Management” beginning on page nos 68,56 ,124,128 and 111 respectively, none of our Promoters, Promoter Group entities, Directors and key managerial employees have any interest in our Company except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares held, if any, by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, members, partners or trustees and to the extent of the benefits arising out of such shareholding;

12. The Promoter Group Companies are interested parties to the extent of the related party transactions. For

summarized details of our transaction with our Group Companies please refer to Schedule 18 - Related Party Transactions” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus;

13. Our Company has not made any loans or advances to any person or company in which the Directors are interested, except as disclosed in the paragraph “Schedule 18 - Related Party Transactions” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus;

14. Our Company has contingent liabilities as on June 30, 2011, as mentioned in “Annexure 19 beginning on the page no 155 forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus;

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15. In case of oversubscription in the Issue, Allotment would be made on a proportionate basis to Bidders, in all categories. For more information, please refer to the paragraph “Basis of Allotment” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus;

16. Under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill-

over from any other category or combination of categories at the discretion of the Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. For more information, please refer to the paragraph “Basis of Allotment” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus;

17. Any clarification or information shall be made available by our Company and the Book Running Lead

Manager to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever;

18. Investors may contact the Book Running Lead Manager for any complaints, information or clarifications

pertaining to the Issue; 19. Before making an investment decision in respect of the Issue, investors are advised to refer to the section titled

“Basis for Issue Price” beginning on page no 78 of this Draft Red Herring Prospectus;

20. Trading in Equity Shares for all investors shall be in dematerialized form only. For further information, please refer to the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus.

21. Our Company was incorporated originally as a Limited Company in the name and style of “Katha Mediatix India Limited” vide certificate of incorporation dated November 16, 2000 with CIN U74300MH2000PLC129635 issued by the Registrar of Companies, Maharashtra, Mumbai. Further the name of our Company was changed to “Kathaa Mediatix India Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies, Maharashtra, Mumbai, on May 22, 2008. Further the name of our Company was again changed to “Katha Mediatix India Limited” and a fresh certificate of incorporation reflecting the new name was issued on August 20, 2010

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SECTION – IV INTRODUCTION

SUMMARY OF INDUSTRY The following summary highlights information contained elsewhere in this Draft Red Herring Prospectus. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and the financial statements, including the notes thereto, appearing elsewhere in this Draft Red Herring Prospectus. Unless stated otherwise, industry and market data used in this chapter has been obtained from CRISIL Reports as also industry publications including inter alia information sourced from the RBI and the Ministry of Finance, Government of India. MEDIA SECTOR - REVIEW AND OUTLOOK After facing a tough patch in 2009, Media and entertainment industry has recovered with advertising budgets back on track. The first half of 2010 witnessed a healthy growth in advertising as well as subscription revenues. Advertisers across the board leveraged on the popularity of IPL and innovated with brand advertisements. Publishers are also swiftly moving and focusing on subscription growth from regional market. CRISIL Research expects Media and Entertainment industry to grow at about 15 per cent in 2010 at clock revenues of about ` 700 billion. Television and Print advertising accounts for around 87 per cent of the total advertisement revenues. In the TV space, the ad revenues declined by around 10-12 per cent in the first half of 2009-10 and started a slow recovery from festival season in October. Broadcasters are increasingly innovating with the content and the growing popularity of the dance and music based reality shows and sporting events like FIFA world cup will aid advertising growth. TV players like Zee, Multi Screen Media (Set Max), Sun TV Network have increased their ad rates by 15-20 per cent on the back of recovery in demand from advertise` Ad revenue y-o-y growth - Zee Entertainment Enterprises Ltd. (ZEEL) and Zee news Ltd.

Source: Company reports

-20%

-10%

0%

10%

20%

30%

40%

50%

Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10

2008-09 2009-10

In the print segment, we expect vernacular language newspapers to drive subscription growth, as publishers increasingly explore and penetrate in the regional market. Since October 2009, publishers have started increasing the advertising rates by around 12-15 per cent especially for colour display advertisements. This will help drive the blended advertising rates for the sector.

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Ad revenue y-o-y growth - Jagran Prakashan and H T Media

Source: Company reports

0%

5%

10%

15%

20%

25%

Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10

2008-09 2009-10

Going forward, we expect this momentum to continue as we see demand revival from key verticals viz BFSI, telecom and media companies. Over the next two years, we expect advertising spends to grow by a 15 per cent CAGR driven by sectors such as telecom, FMCG and automobiles, which are expected to continue to advertise heavily. Further, growth would be driven by: � Entry of new telecom players, launch of 3G services, implementation of MNP services � Broadcasters innovating would result in increased programme loyalties and hence premium advertising rates � Sporting events like Commonwealth Games, FIFA world cup � Spends from newer verticals like education. � Higher competition to lead to increased advertising outlay to reach the same set of audience. Ad spends to grow at 15 per cent y-o-y in 2010

Source: CRISIL Research

200231 240

276

32023%

15%

4%

15%16%

0%

5%

10%

15%

20%

25%

0

50

100

150

200

250

300

350

2007 2008 2009 2010P 2011P

Rs b

illio

n

Ad spends (LHS) Ad spends growth

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OUTDOOR ADVERTISING INDUSTRY – REVIEW AND OUTLOOK Outdoor advertising – A brief introduction Outdoor advertising in India accounted for only 4.4 per cent of the overall advertising spend in 2009 as against 7 per cent in 2008. The Indian media industry went through a downturn in 2009 with sectors across the board tightening their discretionary spend; resulting in a steep decline in advertising spends. While the established and organised players in the television and print media showed some resilience, the economic slowdown had a sharper impact on the outdoor media space. The unorganised and fragmented nature of the industry coupled with absence of measurement tools to gauge the effectiveness of OOH advertising worked against the medium during the downturn. Going forward, we expect the outdoor industry to recover as advertising spends revive, driven by the entry of new telecom players, expansion of existing ones, launch of new automobile models and IPOs coming back on track. CRISIL Research projects outdoor revenues to grow by 15 per cent CAGR between 2009 and 2011. What makes outdoor medium lucrative is its inherent strength of visibility. With more number of people spending more time travelling, this medium is increasingly becoming popular, as can be seen from the recent fleet of investments in this space. Outdoor advertising or ‘out-of-home’ (OOH) advertising industry in India encompasses the following formats for display:

� Billboards: These are large standardised outdoor advertising format. They include street hoardings, Unipoles, and

digital screens (LEDs and LCDs). The standard billboard size is 40’X20’.

� Street furniture: This format of outdoor advertisement includes advertisements on bus shelters and other public utilities like signages, public toilets, lamp posts, telephone booths and litter bins.

� Transit: It is an outdoor format that is either displayed on moving vehicles or placed in common areas of transit. Advertisements displayed in airports, railway stations and buses are covered under this category.

� Alternatives: Alternative medium of outdoor advertisements includes all other innovative ways of display viz balloons, vending cart umbrellas etc.

Globally, outdoor advertising is estimated to account for about 6 per cent of total advertising spends. This number varies across countries. For example, in the UK and Australia, about 9-10 per cent of annual advertising spends goes towards outdoor formats. Figure 5: India advertising spend mix – 2009

Radio, 4.0%

Outdoor, 4.5%

Others, 3.4%

Television, 45.7%

Print, 42.4%

Note: Others include digital and films Source: CRISIL Research

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Billboard advertising dominates the Indian market Billboards, either standalone displays or on buildings, are the most prevalent form of outdoor advertising in India, accounting for nearly 60 per cent of the total OOH share as against the worldwide average of 48 per cent. The large share of billboard advertising is driven by the abundant supply of this format. As compared to transit or street furniture, billboards have relatively low entry barriers, license fees and capital requirements. This has resulted in a glut of billboards, a large portion of which (about 70 per cent) are concentrated in the tier 2 and tier 3 towns and cities. Figure 6: Worldwide outdoor spend mix – 2009

Transit, 22%

Alternatives, 2%

Billboards, 48%

Street furniture, 28%

Source: CRISIL Research

Figure 7: India outdoor spend mix – 2009

Transit, 22%

Alternatives, 2%

Billboards, 60%

Street furniture,

16%

Note: Alternatives include digital signages and TV Source: CRISIL Research

Within a city, the cost of advertising on a billboard varies significantly across regions, even for a similarly sized billboard, depending upon the perception of the demographic profile. For example, a 40’X20’ billboard in Andheri (Western suburbs, Mumbai) might cost about ` 5 lakhs per month whereas a similar display might cost about `15 lakhs on Marine Drive (South Mumbai). Similarly, advertising rates across the country also vary widely. Mumbai, for example, is estimated to command a premium of 4X over Hyderabad for a similarly sized billboard display. Hence, a player owning billboards in premium locations of tier 1 cities enjoys a competitive advantage over othe` Outdoor industry to grow at a healthy 15 per cent CAGR We expect the outdoor industry to recover as advertising spends revive, driven by the entry of new telecom players, expansion of existing ones, launch of new automobile models and IPOs coming back on track. CRISIL Research projects outdoor revenues to grow by 15 per cent CAGR between 2009 and 2011. Growth drivers of OOH media:

� Improved infrastructure – Modernisation of airports, launch of metro train services and upgradation and repair of

public utilities will add to more aesthetic display space

� Increased spend by verticals such as telecom, BFSI and media

� Development of outdoor measurement tools such as the Indian Outdoor Survey

Figure 8: 18.5 per cent CAGR seen in the past

Figure 9: Outdoor advertising to grow at 15 per cent CAGR

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8

10

12

14

-

2

4

6

8

10

12

14

16

2005 2006 2007 2008

(Rs

billi

on)

Revenues (LHS)

18.5% CAGR

Source: CRISIL Research

14

11

12

14

17% 14%

-24%

15%

0

2

4

6

8

10

12

14

16

2008 2009 2010 2011

(Rs

billi

on)

-30%

-25%

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

Revenues (LHS) Per cent growth

Source: CRISIL Research

During 2005-2008, the outdoor advertising market in India grew at a CAGR of 18.5 per cent and stood at about `14 billion in 2008. This growth was marginally slower than the overall media industry, which saw a growth of about 20 per cent during the same period. Growth in the outdoor advertisement space was driven by the following factors: � Considerable interest from sectors such as telecom (mobile service operators), real estate and media (television

broadcasting and films)

� Improvement in infrastructure (airports, roads, metro railways)

� Inflow of large investments into outdoor advertising companies

On the downside, outdoor advertising space in India is plagued by the following inefficiencies:

� Lack of a nationwide uniform code of regulations. Taxes and regulations vary from city to city, with various authorities handling sub regions

� Low entry barriers, which results in a large pool of sub-par display space

� Lack of adequate research and measurement tools to quantify the return on investments Top verticals expected to invest in smaller towns and cities Currently, the top 10 cities account for around 80 per cent of the outdoor revenues, with Mumbai and Delhi alone accounting for around 45 per cent. Going forward, we expect top verticals viz telecom, BFSI, media, FMCG and consumer durables to increasingly explore opportunities in smaller towns and cities (tier 2 and tier 3 cities). This is expected to take the share of smaller towns and cities from 20 per cent in 2008 to 22 per cent in 2011. Further, we also expect increased outdoor spend by growing verticals like education.

Table 1: Vertical mix – 2008 Top five verticals Per cent Telecom 20-25 BFSI 10-12 Media 8-10 FMCG 7-8 Consumer durables 5-6 Source: CRISIL Research

Table 2: Vertical mix – 2011 Top five verticals Per cent Telecom 20-22 BFSI 12-15 Media 8-10 FMCG 5-7 Consumer durables 5-6 Source: CRISIL Research

Figure 10: City-wise share, 2008 Figure 11: City-wise share, 2011

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Mumbai44

Delhi23

Bangalore15

Kolkatta9

Hyderabad9

(per cent)

Source: CRISIL Research

Delhi23

Mumbai39

Bangalore19

Kolkatta10

Hyderabad9

(per cent)

Source: CRISIL Research

With improvements in infrastructure like building of new airports, expansion of existing ones, and better road and rail transport with flyovers and metro rail systems, the avenues for displaying an advertisement are set to increase significantly. In the coming 2-3 years, while the outdoor advertising industry grows in size, we expect the following trends to shape the industry: Players with larger reach to have an edge Currently, outdoor advertising in India is used for a short period of time to reinforce the TV and print advertisement campaign as high fragmentation in the industry makes it harder for an advertiser to plan and execute an effective campaign. Nationwide campaigns require even a large OOH player to collaborate with smaller local operato` Hence, players with larger presence across country (either through owned property or through tie-ups), especially in tier 2 and tier 3 cities, would be preferred by clients. Competition from international operators will also force large Indian outdoor advertisers to look at consolidating their display offerings. Shift from fixed license fees to revenue sharing model License fees are typically fixed for a period of 3 years in the billboards space, 7 years in street furniture space and 3 years in transit (airport) space. Aggressive bidding in anticipation of healthy revenues (backed by investments from private equity firms) followed by a slowdown (from October 2008) has severely impacted media owners. Consequently, we expect the industry to gradually shift from fixed license fees model to revenue sharing model, especially in transit space. Outdoor measurement tools to bring in credibility Closer home, Hansa Research has recently initiated the Indian Outdoor Survey in the cities of Mumbai and Delhi to evaluate the returns generated by outdoor advertising. This shall enable an advertiser to gauge the audience that his campaign might permeate and influence, not leaving him to rely solely on first hand knowledge of the target markets and advertising locations as credible inputs to plan a campaign. Internationally, there are measurement tools such as the ‘POSTAR’ (poster audience research) in the UK, which carry out studies on the basis of vehicular and pedestrian traffic counts and visibility of the display space and provide estimates of geographic cover and frequency of the campaign. Incipient signs of structural changes to bring in systemic efficiency In India, outdoor media is highly fragmented and unorganised with the presence of a large number of players having anywhere between 10-50 sites. Herein, there are 10-15 organised players (with 500 or more displays and presence in metros and other cities) and another 170-200 sizeable players (with 200 or more displays and presence in more than one city) accounting for 40 per cent of the industry revenues. Low entry barriers and high return on investment during period of economic boom (discussed in the profitability analysis segment) have aroused significant interest in this segment. However, lack of uniform supply of displays is a hindrance to using outdoor as a medium for national campaigns. Additionally, the absence of uniform regulations makes outdoor advertising in India very geography-specific.

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However, over the last few years, several multinationals like JC Decaux and Clear Channel among others have entered India bringing with them considerable amount of international expertise and best practises. Along with well funded organised players like Times Innovative Media (Times OOH), Jagran Engage and Reliance ADAG, these players are expected to slowly change the outdoor landscape by infusing professionalism and structure into this largely unorganised industry. Some leading Indian players have also begun to go global, Laqshya Media being one such example. Chart 2: Player profile Global players Property owned in India J C Decaux New Delhi BQS, Mumbai Gantries Clear Channel DMRC, Mumbai Gantries Indian players Times OOH MIAl,DIAL,BQS,Patel bridge Selvel Vantage Hoardings across India Laqshya Dubai BQS, Hoardings Bigstreet Bangalore LED and BQS

TDI 14 airports including Chennai, Pune and Ahmedabad

Ad rights for 26 Delhi metro stations Roshan Outdoor Hoardings in Mumbai Katha Mediatix Hoardings across India Bright Outdoor Ad rights for BEST buses Prakash Arts Hoardings in AP and Tamil Nadu

BQS: Bus queue shelter; DMRC: Delhi Metro Rail Corporation Source: CRISIL Research Changing regulatory framework to offer growth opportunity At a national level, there is no uniform regulatory code for outdoor advertising in India. States have their own policies with further nuances at the municipal level. There has, however, been a drive towards planned and aesthetic placement of outdoor displays in various states. Though advertising near a national heritage monument or site is not permitted across the country, further regulations are specific to cities. In Delhi, for example, hoardings were banned in 1997 citing road safety. In 2006, the Chennai High Court banned billboards on the same grounds. In some cities, regulations are now being proposed to standardise and bring more aesthetic value to advertising. For instance, in Mumbai, a new policy was approved in 2008 specifying the size and aesthetics of other formats of OOH, viz. street furniture and transit. Large investments to reap results There has been considerable interest in the Indian outdoor advertising space as can be seen from the quantum of investments made over the last few years. A large portion of these funds went towards bidding for rights to advertise in airports and on street furniture like bus shelters. Among the larger deals, Goldman Sachs and Lehman Brothers invested in Times OOH, which now holds the advertising licenses for the Delhi and Mumbai airports and a few key sites at prime locations in Mumbai. Times OOH has invested in television screens also. Another example is that of Laqshya Media, which saw investments of close to `3.7 billion and now holds the advertising rights for the Hyderabad and Bangalore airports.

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Table 3: Some of the investments made in the recent past Investor Country Invested in Date Amount Warburg Pincus USA Laqshya Media Jun-08 ` 300 cr UTI Ventures India Laqshya Media Jun-08 ` 65 cr Goldman Sachs USA Serve&Volley Jun-08 $10 million ICICI Ventures India Serve&Volley Jun-08 ` 250-300 cr Goldman Sachs, Lehman Brothers USA Times OOH Jan-08 $50 million Peepul Capital Llc Mauritius Integrid Media Dec-06 ` 250-300 cr Source: CRISIL Research, News reports

However, many of these investments have not borne fruit due to aggressive bidding in anticipation of revenues. Times OOH, which in 2007 bid for the advertising rights to Delhi and Mumbai airports for 3 years, is yet to start making profits at the operating level. OOH- Profitability As discussed earlier, all the three segments in outdoor space operate on different business models. The cost structure and hence the profitability also varies depending on the bidding process, tenure, level of competition in the segment, location of the property amongst other facto` In this section, we have detailed key factors impacting profitability in billboards, street furniture and transit space and provided profitability outlook for billboard players in India. The slump in advertising demand in 2009 took its toll on media owner’s profitability. Occupancy rates fell drastically across cities across properties. Premium billboard occupancy rates in Mumbai fell from 55 per cent in 2008 to 45 per cent in 2009. This led to a steep decline in profitability with EBITDA margins plummeting from 16 per cent in 2008 to around -5 per cent in 2009. We believe that players operating in transit space would have fared worse because of the higher commitment in form of license fees. However, with revival in demand from key verticals viz telecom, BFSI, and media we expect EBITDA margins to be in the range of 10 to 12 per cent in 2010 and 12 to 14 per cent in 2011. For the purpose of analysis, we have assumed a player owning billboard space in Mumbai with 20 per cent of the property in premium space and rest in sub premium. Figure 13: Billboards – EBITDA margin outlook

-1 0 %

-5 %

0 %

5 %

1 0 %

1 5 %

2 0 %

2 5 %

2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1

Source: CRISIL Research

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Billboards – Fixed license cost governs profitability A large portion of billboard player’s cost structure is fixed thanks to the fixed license fee structure. Currently, billboard contracts are typically freezed for 3 years. The license fees in Mumbai costs about `27 lakhs to ` 45lakhs per annum depending on the location and placement of the site. This fixed component of the cost structure accounts for about 50 per cent of the revenues in a steady state scenario, which implies that margins are more sensitive to occupancy rates vis-à-vis billing rates. As a case in example, we have done a sensitivity analysis on impact of change in occupancy rate and billing rate on EBIDTA margin. A percentage change in occupancy rates is likely to impact margins of billboard by around 100 basis points (bps), while a percentage change in billing rates will impact margins by around 50 bps. Figure 14: Sensitivity analysis - billboard

1 0%1 1%

1 1%1 2%

1 2%1 3%

1 3%

15 %14 %

13 %

11%

9 %

8 %

5%

7%

9%

11%

13%

15%

17%

-3% -2% -1% 0% 1% 2% 3%

E B ID T A m arg in sen s itiv ity to cha nge in occu pan cy

E B IT D A m arg in sen s itiv ity to cha nge in b illing ra te

Source: CRISIL Research Street furniture – More of BOT play Street furniture business consists of advertisements on bus shelters and public utilities like signages, public toilets, lamp post, telephone booths and litter bins. The key cost elements for this segment include license charges (contract cost + tax) and the cost incurred to install the display. Contracts in street furniture space are mostly awarded on BOT basis for about 7-10 years Players are responsible for constructing/putting up the whole street furniture structure. This gives the players time and flexibility to recover their fixed cost. The license charges account for about 25-30 per cent of the revenues in a steady state scenario and the profitability hinges around 35-40 per cent. Transit – Rational bidding governs profitability Most of the contracts in the transit space are awarded on bidding for a period of 3 years. Times OOH bagged the license for the advertisements locations at the Indira Gandhi National Airport, New Delhi. The license involves designing, setting up, development and maintenance of the advertisement locations for a period of 3 years, and covers advertising options on approach roads inside the terminal buildings and aerobridges. However, as mentioned before, aggressive bidding for airport licences have not yet paid off for some players due to the economic downturn. Going forward, more rational bidding coupled with longer tenure of contracts would ensure sustainable business model. Table 4: Cost structure – OOH players Billboards Street furniture Transit Revenues 100 100 100 License charges 50 25-30 70 Direct variable costs 10-15 10 5 Other expenses 25-30 25-30 10 EBITDA 12-15 35-40 15 Depreciation 4-5 15 3-4 PBT 8-10 22-25 11-12 Source: CRISIL Research According to our analysis, in 2008-09, an established outdoor player operating in billboard space enjoyed EBITDA margins of around 12-15 per cent, that operating in street furniture space enjoyed margins of 35-40 per cent and that in transit space enjoyed margins of 15 per cent. Disclaimer

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CRISIL limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/ reproduced in any form without CRISIL’s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research.

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SUMMARY OF BUSINESS The following summary highlights information contained elsewhere in this Draft Red Herring Prospectus. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and the financial statements, including the notes thereto, appearing elsewhere in this Draft Red Herring Prospectus. For a discussion of certain matters that should be considered by prospective investors in the Equity Shares, please refer to the section titled “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus. We are one of the Media Buying Outdoor Advertising Company in India, located at Mumbai. Our Company is promoted by Mr. Krishnendu Sen and Mrs. Kajal Sen. Mr. Krishnendu Sen has more than two decades of experience in outdoor advertising business. Our Company was incorporated in November 2000 to explore various opportunities in outdoor advertising industry. Our Company specializes in media buying service and Out-of-home (OOH) advertising. Our Company was incorporated with an aim to provide quality service in the Outdoor Media Advertising space. This objective was further extended to provide through mastering the art of creatives and printing technology. Our business acumen supported by innovation and ideation has propelled us to become a known name in the Outdoor Advertising business in India. Some of the services that we offer include hoardings, mobile billboards, bus advertisings, wrapped buses, bus shelters, airport advertising etc. We also cater to advertising through movie theatre screen, taxis, neons, wall wraps etc. as we believe it is a cost effective format which captures a tremendous reach. The purpose of such advertising is to attract attention of the people while travelling. Recently we have diversified our portfolio of services and ventured into new verticals such as advertising, brand consulting, public relation consulting, infilm branding, corporate gifting, event’s, below the line solutions, film production, electronic content development and distribution. We offer comprehensive services to our clients to assist them in maintaining a complete control over their campaign from conceptualization to execution. We provide our clients all the relevant information tailor-made to meet their specific requirements. A. OUR COMPETITIVE STRENGTHS Our competitive strengths include well-balanced and diverse geographical location of clientele, quality output, diverse and stable service offerings, advanced infrastructure and highly skilled personnel. We believe that the following are our key strengths. Unique Business Model There is difference between hoarding owners and media buying agency. We acquire media from vendors and sell it to our clients as per their requirements hence we have direct clients. We sell our client’s products through other media agencies, telemarketing, advertising either through our own hoardings or leasehold hoardings, internet sites and B2B magazines of media business. Katha distinguishes itself from other agencies by providing a consistently structured and analytical approach. Wide range of services We started our business as an outdoor media buying company catering to our clients by providing services like hoardings, bus advertising and rail advertising. Over a period of time, as technology advanced, we ventured into other modes of advertising like mobile billboard, wrapped buses, bus shelters etc. We have been constantly keeping ourselves updated to the latest trends in advertising industry. We have leveraged our expertise to venture into new areas of advertising like brand consulting, public relations consulting, film production, electronic content development etc. Early Mover Advantage We are one of the few players that have entered the outdoor advertising market at a very nascent stage. The other advantage is that we have kept ourselves updated with the latest technology and industry trends and have diversified into various different avenues of advertising. Today we offer our clients a gamut of services under one roof.

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Nurturing Client Relationship In outdoor advertising business, every client has a specific target audience that he has to attract to sell his product/ service. Every client also has a specific requirement for a particular assignment. We have to collate all the relevant information and customize it as per the requirement of the client. Moreover, a client may not advertise a product/ service for the entire year. There are various slots during the year when a client would like to advertise his product/ service. We have to make available the information, space and other details as per client requirement. When we satisfactorily cater to all the needs of our client, it results in repeat business. In depth understanding of the client requirements Our strength lies in understanding the requirement of the client and our execution capabilities to provide the service as per the client requirements. This involves understanding the requirements like the location, target audience, concept, design etc. as well the schedule of requirement of the client. We act as reinforcement partners of the client and make the product/ service available of the right quality at the right time to meet their business requirements and desired timelines. Product and Service Mix We have, over the years, internally developed a strong product and services portfolio. We would continue to leverage on our domain expertise as well as the product portfolio to offer comprehensive services to our clients. Our clients will be able to communicate with their target audience through our services. Strong Existing Customer Base We have developed a strong customer base over the last few year Our focus is to build on our existing customer relationship and offering new services to broaden the spectrum of our service offerings. We would be leveraging our existing customer base by offering complete suite of offerings, which would enable us to enhance our sales revenue. Experienced and Dedicated Management Team We believe that we have an experienced senior management team that has successfully expanded our business and increased our revenues, mostly through internal growth. We believe our senior management has the experience and expertise to assess key aspects of our business such as developments in technology and understanding the value of media advertising, which in turn will lead to an increase in our revenues. We believe that the skill, industry and business knowledge and operating experience of our management led by our Promoters, provides us with a competitive advantage as we seek to expand in our existing markets and enter new geographic markets and lines of business. A. OUR BUSINESS STRATEGY Mix of Organic and Inorganic Models of Growth At this stage of our business, we believe that a combination of organic and inorganic models will help us continue to grow. Strategic acquisitions would help us in leveraging complementary skills to capture market opportunities as well as reduce time-to-market and accelerate growth. Enhancing our existing customer base Our present customer base comprises of a large number of Indian companies. Our Company intends to grow in the business continuously by adding new customers. In the era of Multiplexes, we foresee a good business opportunity for outdoor advertising. Our strategy will be to capitalize on this. Client Oriented Approach We believe that corporate image and brand values are the important factors for any company and our clientele has experienced this being with us. Our core campaign blueprints involve planning, researching, targeting, negotiating, monitoring and servicing the client needs. Our services help our clients to maintain complete control of the campaign, right from conceptualization and inception to execution with the aid of our team of skilled professionals. We would continue to make an effort to enhance our Company and brand position as well as build consumer partnership to deliver an unbeaten media campaign.

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Expanding Distribution Network Distribution network is a key to increase revenue in this sector of Outdoor Advertising. Our business development team forms an important part of our distribution network and help us reach our prospective clients. We strive to expand our distribution network across geographies, by identifying pockets of opportunities and ensure a direct or indirect presence. Continue to Focus on Training and Motivating Our Work Force Our Company will focus on training its work force with adequate sector knowledge, market knowledge and above all the application of knowledge to the industry. Our Company shall always focus on narrowing the hierarchy for free and transparent two-way communication between management and employees for better exchange of ideas, views and opinions for a maintaining good competitive and creative work atmosphere at all levels. Continue to build-up a professional organization We have a team of professionals and creative people to look after various stages of services offered by Company. We believe in transparency, flow of information, and commitment to the work among our work force and with our valuable customers. The philosophy of professionalism is foundation stone of our business strategy and we wish to make it more sound and strong in times to come. B. OUR BUSINESS We offer customized solutions to our clients through various business verticals. The details of the various business verticals through which we operate our business are mentioned below: Out-Of-Home (OOH) Advertising Our business has been revolving under this vertical since our inception. Hoardings are a large outdoor advertising structure, typically found in high traffic areas such as alongside busy roads. Hoardings present large advertisements to passing pedestrians and drivers. Typically showing large, witty slogans, and distinctive visuals, hoardings are highly visible in the top designated areas. Hoarding advertisements are designed to catch a person's attention and create a memorable impression very quickly, leaving the reader thinking about the advertisement after they have driven past it. They have to be readable in a very short time because they are usually read while being passed at high speeds. Thus there are usually only a few words, in large print, and a humorous or arresting image in brilliant color. There are various types of hoardings used for advertising. Some of them are mentioned below: Bulletins Hoardings: These are the largest, most impactful standard-size hoardings. Located primarily on major highways, expressways or principal arterials, they command high-density consumer exposure (mostly to vehicular traffic). Bulletins afford greatest visibility due not only to their size, but because they allow creative "customizing" through extensions and embellishments. These allow 24 hour visibility with ability to target geographically. Mobile Billboards: A mobile billboard is the marketing practice of advertising on the side of a truck or trailer that is typically mobile. Mobile billboards are a form of Out-Of-Home (OOH) advertising. Radio, static billboards, and mall/ airport advertising fall into the same category. Using a mobile billboard for advertising is an advertising niche called mobile outdoor advertising. Most mobile billboards are dedicated, customized trucks with large, but narrow, bodies for posting the advertisements. This type of mobile billboard is the most popular among vendors, and the most capable in terms of gaining exposure and quick deployment. Digital Mobile Billboards: Digital Mobile Billboards is a self-contained mobile outdoor digital advertising billboard capable of delivering full motion video advertising for commercial spots, movie trailers, video game previews, or other branded digital video content to thousands of consumers nightly in metro markets. Digital Mobile Billboards advertising campaigns are enhanced by wrapping a vehicle, street team sampling, custom screen shapes etc. Gantries: A gantry is a traffic sign assembly in which signs are mounted on an overhead support. Gantries are usually built on high-traffic roads or routes with several lanes, where signs posted on the side of the highway would be hard to see for drivers. Gantries may be cantilevered or one sided (sometimes referred to as a half-gantry), or they may be bridges with two sides. Similar gantries are used in railway signaling on multi-track lines.

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Posters: Posters are the other common form of advertising, located chiefly in commercial and industrial areas on primary and secondary arterial roads. Posters are a smaller format than hoardings and are viewed principally by residents and commuter traffic, with some pedestrian exposure. These are ideal for the introduction of new products/ services. Clients use posters to achieve advertising objectives and increase brand awareness by placing multiple units in strategic locations while lowering the cost per thousand impressions. Bus Advertising: Bus advertising is a format which is picking up in India and is seen as a medium to reach the critical masses of the society. Buses and their related infrastructure is a medium commonly used by advertisers to reach the public with their message. Usually, this takes the form of promoting commercial brands, but can also be used for public campaign messages. Buses may also be used as part of a promotional campaign, or as a tool in a commercial enterprise. The various infrastructures utilized under bus advertising include: Bus Shelters: Advertisements are placed in bus shelters. These can be static posters, back illuminated displays or rolling displays allowing many messages on one shelter. Technology has also been used to create interactive advertisements. Bus Interiors: A common location for advertisements is inside the bus. Advertisements are attached to the corners between the walls, ceiling overhead, holding bars and handles to catch the eye of passengers, in the same manner as used in rapid transit systems. Increasingly, companies are using interior television systems to advertise. Airport Advertising: Airport Advertising is an effective way to reach the frequent business travelers and the upscale leisure travelers all in one location. The most cost effective format to reach this audience is Airport Dioramas which are interior airport panels. The panels are located on the walls of concourses leading to and from the gates to ground transportation and towards baggage claim. They can also be seen in baggage claim areas by the never ending group of people waiting to retrieve their bags at the carousels. Mallscapes: Mallscapes are the primary format for advertising in malls. These free standing, illuminated advertising panels are strategically located near entrances, anchor stores, escalators, food courts and other high tariff areas in the shipping malls. Mallscapes provide an excellent opportunity to target consumers near the point-of-scales and who already have shopping in their minds. In certain markets, other mall formats are available including mall wallscapes, mall kiosks, plasma displays and banners. Taxis: Taxi top advertising is a medium with superior level of recall reaching a local, business and tourist audience en-route to and from airports, hotels and convention centres, sporting events, shopping centers, bars and restaurants. These painted panels are fixed to the roof of the taxi cabs and are illuminated and are double sided. Sports Advertising: Sports advertising focuses both on the promotion of sports events and teams as well as the promotion of other products and services through sporting events and sports teams. It is a service in which the element promoted can be a physical product or a brand name. The goal is to provide the client with strategies to promote the sport or to promote something other than sport through sports. One element that sports advertising takes advantage of is that athletes tend to be brand loyal and fans tend to be loyal to their favorite athletes and teams. This can be recognized through the contracts players and athletes sign with sports companies in which they get paid to wear or use their products in each game or sporting event. By doing so, the players and athletes and also their fans develop a loyalty to the products for a longer time LED Screens: LED Screen Advertising have been around for several years as a functional animated outdoor media format though is still in its infancy as a developing medium of video message boards for outdoor advertising. As an emerging advertising medium, LED screens offer a greater flexibility of use than conventional billboards could ever provide. With high brightness, high resolution LEDS, the conventional billboard has been transformed into the perfect high-tech electronic outdoor display medium. Not only are electronic billboards full colors and large format, but they also have many distinct advantages including displaying animation and in effect showing specialized television commercials outdoors. The LED screens also act as a multiple message provider, where one sign can show a loop of continuous messages. Wall wraps: Wallscapes comes in a wide variety of unusual, creative size and shapes and offer large scale (often several stories high) exposure and high visibility to vehicular and pedestrian traffic. These elaborate displays are situated on the sides of the existing buildings on high traffic surface streets and roadways. With the size and handouts location, wallscapes command major attention, have huge impact and are highly effective. Unipole: Unipole (or monopole) sign is basically an advertising sign frame structure mounted atop a single steel pole or column. The Unipole is a large-format billboard type placed atop a very high pole. Its effectiveness is enhanced by the fact that this billboard can be seen even from long distances. There are two options when it comes to illumination: this can either be a light box or front-lit for versatility.

39

Trivision: Trivision are hoardings which have the facility to advertise atleast three artworks for a client. For example, if a trivision hoarding is displayed for a car manufacturer, all the models of the car can be displayed and the trivision will keep changing the artwork. This helps as there is no need to change the vinyl’s in short periods. It is more effective medium of display for those clients who have more than one product to display. Panels: Advertisements are often placed as basic rectangular motifs on the side or front of a bus. These may be applied directly to the bus. Additionally, adverts may be printed on placards known as boards, which are slotted into special guide fittings attached to the side of the bus. Occasionally, the entire surface of a bus is turned into an advertisement. This can be a whole side or rear of a bus, or a scheme applied to the entire exterior of the bus. This can be achieved by simply painting the vehicle surface, but it is becoming more common today to use large vinyl sheets as decals. These can be removed with relative ease, making it much less expensive to change from one advertisement to another. Advertising and Brand Consulting This business vertical focuses on brand consultancy with an emphasis in Art direction and Graphic design. We are accomplished in creating new brands and consulting with established brands to communicate more effectively. Our approach is intimate and in-depth, based on research and a unique blend of ideas. We are curious about the culture of branding and its powerful role in modern society. As we work across various sectors, we pride ourselves in listening to our clients, never underestimating their needs. After extensive primary and secondary research done for a brand we make strong positioning pitches crafted with innovation for brand custody. The vertical essentially involves:

� Developing a Brand Manual/ Corporate Identity

� Creative for print, electronic, radio, online, TVC’s, Brand films and OOH

� Creative and ideation for electronic communication

� Creative for projects to be implemented in month wise, quarterly and as per agenda

� Creative for web site /online development

� Creative for promotions

� Conceptualizing POP/POS/Marketing Collaterals

� Festival and seasonal communication

� Creative for advertorials

� In Film Branding and product placements

� Advertised funded programmes(AFP’s)

� Brand & Advertising strategy

� Pre-Testing and post testing of campaigns and creative

� Creative for internal branding and communication

Public Relation Consulting

Public Relations (PR) provide a service for a client company by helping to give the public and the media a better understanding of how the client company and its business function. Within a company, public relations can also come under the title of public information or customer relations. These departments assist customers if they have any concerns with the products/ services that a particular company offers. They are usually the most helpful departments, as they exist to show the company at their best. PR also helps the company to achieve its full potential. They provide feedback to the company from the public. This usually takes the form of research regarding what areas of the services offered by client company is the public happy and unhappy with. There is a perception of public relations as a group of people who spin everything. Spin can mean to turn around a bad situation to the company’s advantage. It is true that part of the purpose of public relations is to show the company in a positive light. There are certain PR experts that a company can turn to for this particular skill.

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There are certain skills necessary to work in the PR industry. These include a very high level of communication skills, written and verbal. The PR person must also be very adept at multitasking and time management. He or she may also have some form of media background or training in order to understand how the media and advertising work. Organizational and planning skills are also important in public relations. The PR worker must also be able to cope very well under pressure. He or she must have the ability to cope with a barrage of questions from the media and the public. If a company comes under critical attack, it is the PR department who must take control of the situation. They must effectively answer the criticism and turn it around in order to protect the company’s reputation. PR Services essentially branches out to:

� Print Media

� Electronic / Satellite Media

� Online Media

PR Services provided for brands and corporate: � Strategic PR program for brand building, parallel to the advertising campaign

� Lead time of 20 days for media warm up and research in the first month initiation

� Message creation and positioning

� Media relations (broadcast, print and online)

� Media monitoring (print media, electronic and digital media).

� Preparation of all the communication materials like, press releases, backgrounders, spokesperson’s profile, etc

� Preparation of the media kits during any media communications, event, and press conferences.

� Media review and updates

� Media Coverage

� Apprise the media about the Individual /activities / projects.

� Initiate and organize one to one interactions

� Placement of Proactive articles/ features and releases.

� Extend invitations & co-coordinating with the media (Event based)

� Post follow up with the media

� Media compilation

� Media analysis

� Media training/familiarization workshop of the spokesperson

Events and Below the Line solutions We have recently ventured into offering services to various events. This vertical is an endeavor to facilitate end-to-end below the line solutions to clients. We conceptualize, design and deliver customized promotional campaigns and events to communicate the brand's proposition to its target group. Every event managed by our Company is handled by a team of specialists with experience in handling projects ranging from intra-city to multi-city events, thereby ensuring success almost all the time. Services From creative conceptualization, venue selection, logistics management, event production to seamless execution, the team brings to the client a one-stop solution for its event requirement. The team puts forth out-of-the-box marketing in partnership with our clients. We partner with the best of suppliers, entertainers and sub contractors to ensure a rewarding event. Our services spectrum covers:

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Corporate Events

� Dealer & Retailer Meets

� Road shows & Promotions

� PR & Press Meets

� In-house Employees Parties

� Stage Shows

� Brand Launches

� Brand Promotions

� Exhibitions & Trade Shows

� Conventions & Conferences

� Celebrations

� Inaugurations

Corporate Elite Gifting With the acceptance of western culture in almost all the parts of the country, the custom of corporate gifting has also entered the Indian market. Corporate gifts assist to achieve extra nudge in the competitive market and act as a catalyst to enhance the value of a company/ corporate. Corporate gifts include a plethora of stylish, decorative, practical and economical business gifts which result in brand building and brand awareness for the issuing company/ corporate. The process here again is completely customized to suit the brand and the deliverable is completely solution and idea centric. Ideation, innovation and utility is the key to the service Film Production and Electronic Content Development We have recently ventured into film production and are focusing on producing content for Television, Feature films, Ad Films, Corporate Films, Music videos and documentaries. We are positive enough to create a niche for our self in Indian Cinema so that we are known among the top players in film production in the country. The vision extends itself, from speaking to Indians all over the world, to reaching out to a global multicultural audience. C. MARKET STRATEGY

We take a proactive approach to our prospective clients. Our market strategy involves – direct pitching and pitching with and through our existing customers. In the direct pitching model, we independently identify and pursue business opportunities with targeted clients. In the alliance model, we work in close partnership with our existing customers to jointly discover, pursue and win opportunities based on a joint value proposition. We have started as an outdoor media advertising company and we have achieved domain expertise in this business. We propose to place a dedicated effort and focus on those new business verticals that we have recently ventured. Our management foresees vast growth in managing national and international events. Moreover, film production and producing content for television, feature films, ad films, corporate films, music videos and documentaries are some of the areas which we are concentrating as we anticipate growth in these businesses. The vision for the future is to produce content in India as well as for the global audience under the banner of Katha. We would make use of current relationships with our existing clients who would require such services. Going forward, we would also like to venture into national and international events which would include musical nights, conventions & conferences, fashion shows / awards, launches & celebrations, exhibitions & stands, mall events and promotions and sports. We are conscious of the importance of our marketing efforts in facilitating client acquisition. We have a dynamic marketing team that has developed several initiatives to expand the universe of clients that we can potentially acquire in our target markets.

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Our team of sales and marketing is organized by region and report to the business heads. We have the marketing support team that coordinates the production and distribution of marketing materials, such as brochures and market reports. In addition to the sales and marketing executives, we have industry experts, sales specialists and solution architects who complement our teams’ efforts by providing specific industry and service offering expertise. Our senior management is actively involved in maintaining client relationships and business development through interaction with different levels in the client organization. In addition, for important clients, an identified senior executive has responsibility for overall client development and leads periodic reviews with the client. Our marketing initiatives include participating in major industry events, sponsoring user group, events and seminars, and participation in industry trade groups. D. OUR EMPLOYEES As on the date of filing this Draft Red Herring Prospectus, our Company has employed 36 employees at various levels. Recruitment We have developed processes to evaluate and recruit employees. Our hiring is driven by annual manpower plans, which are adjusted based on business visibility on a periodic basis. We recruit talent from premier universities, colleges and institutes in India, recruitment agents/ headhunters, through advertisements published in newspapers, internet and through employee referrals/ network. Our rigorous selection process involves a series of activities including case and group interviews, and technical tests. We also recruit experienced people for our business requirements. All new hires are inducted in our organization through a structured program, which involves extensive on the job training as well as mentoring. Training and Development We place special emphasis on training our employees to enable them to develop their skills and to meet our changing requirements. We emphasize induction and mentoring during the first six months of warming up to the job. Our training focuses on developing skilled professionals with a global mindset. We impart functional, technical and life skills in our training programs. We nurture a learning and innovative culture. We periodically conduct employee satisfaction surveys. We have both formal and informal social get to know others meetings. We strongly believe in employee rewards and praising in public. Compensation and Performance Management Our compensation policy is performance based and we believe it is competitive. Our HR team conducts periodical salary surveys. Senior employees are eligible for variable compensation depending upon attainment of pre-defined objectives. Our performance management system relies on key performance indicators, quarterly reviews and annual reviews. These reviews provide an opportunity for the employee to understand better about what is expected of him and also ascertain the training needs and review the career plans. Our operations require experienced, creative professionals. Our Company believes that employee talent is the key to its business. Hence, we spend considerable effort and attention on hiring, training and retaining the employees. Employees are hired and sufficiently trained at various levels. Our Company does not have any Employee Stock Option Plan or Employee Stock Option Scheme as on the date of filing this Draft Red Herring Prospectus. E. COMPETITION We are one of the few players in the outdoor media advertising business. Our business depends on our relationship with the agency from whom we buy space and with clients whom we render our services. There are a lot of entry barriers into our business. Moreover, we have diversified our portfolio of services from just being an outdoor advertising company to providing services like brand consulting, public relations services, electronic development etc. There are few players in India who cater to the demands of client’s in the outdoor media advertising business. There players solely provide outdoor services. There are others who provide brand consulting, public relations etc. Due to our domain expertise, better understanding of the business, adaptation to the latest technology we have been able to provide all the services under one roof. In future, we may expect competition from other players in the outdoor media space as they may venture into providing the services that we provide today.

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F. INSURANCE For details relating to Insurance, please refer to section tilted “About our Company – Insurance” beginning on page no 102 of this Draft Red Herring Prospectus. G. INTELLECTUAL PROPERTY For details relating to intellectual property owned by our Company, please refer to section titled “Government/Statutory and Business Approvals” beginning on page no 175 of this Draft Red Herring Prospectus. H. PROPERTIES Our Company does not own any property. However we have acquired premises on Leave and License basis details of which are as under:

Sr. no

Description of Property

Parties to the

Agreement

Agreement date

License Period Usage Rent paid per

month (in `)

1 Unit No. 401, 4th Floor, Kailash Plaza, Plot No. A-12, Chalta No. 101, Survey No. 41, Hissa – A (Part), Oshiwara, Taluka Andheri, Mumbai - 400053 admeasuring approx. 2070 Sq. Ft.

Mr. Prateek Hak & Mrs. Nikita Prateek Hak (Licensor) and Company (Licensee)

June 14, 2010 For a period of 33 months commencing from April 01, 2010 to January 31,

2013

Corporate Office

80,000

2 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053 admeasuring 415 Sq. Ft

Krishnendu Sen (HUF) (Licensor) and Company (Licensee)

April 10, 2010 For a period of 24 months commencing from April 01, 2010 to March 31,

2012

Registered Office

15,000

3 17/A, Madan Mohan Talla Street, 1st Floor, Kolkata admeasuring 100 Sq. Ft

Mr. Ashok Kumar Goel (Licensor) and Company (Licensee)

March 12, 2011

For a period of 11 months commencing from April 01, 2011

Representative Office

11,000

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SUMMARY OF FINANCIAL INFORMATION The following tables set forth summary financial information derived from our Company’s restated accounts as of and for the year/period ended and March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31,2011 and for the three months ended June 30, 2011 . These financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations and presented under the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus. The summary financial information presented below should be read in conjunction with our restated financial statements, the notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page no 157 of this Draft Red Herring Prospectus. RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(Amount in ` lakhs)

Sr. No Particulars

As at June 30,

2011 March 31,

2011 March 31,

2010 March 31,

2009 March 31,

2008 March 31,

2007 A FIXED ASSETS Gross Fixed Assets 418.83 417.14 119.36 100.99 99.94 92.50 Less: Accumulated Depreciation 81.22 73.81 53.22 43.67 34.83 25.51 Net Fixed Assets 337.61 343.33 66.14 57.32 65.10 66.99 Less: Revaluation Reserve 0.00 0.00 0.00 0.00 0.00 0.00

Net Block after adjustment for revaluation Reserve 337.61 343.33 66.14 57.32 65.10 66.99

B INVESTMENTS 165.38 35.38 35.38 35.38 35.38 35.89

C CURRENT ASSETS, LOANS & ADVANCES

Sundry Debtors 3761.53 2350.27 1300.95 1322.14 1237.71 961.89 Cash & Bank Balances 5.78 19.46 8.74 9.00 2.77 3.84 Loans & Advances 734.06 1177.05 223.41 88.77 82.01 187.23 Deposits 154.78 154.77 167.20 13.84 14.43 21.43 TOTAL (C ) 4656.15 3701.56 1700.31 1433.74 1336.93 1174.40 D LIABILITIES AND

PROVISIONS Secured Loans 810.58 721.40 411.69 601.54 596.38 369.59 Unsecured Loans 701.37 523.87 106.27 54.33 33.21 27.98 Deferred Tax Liability (Net) 15.88 6.75 3.39 (0.16) (2.56) 0.00 Current Liabilities 641.28 345.23 538.14 387.56 347.33 525.46 Provisions 713.89 548.84 184.67 120.89 101.75 71.24 TOTAL (D) 2883.00 2146.09 1244.17 1164.17 1076.11 994.27 E NET WORTH (A+B+C-D) 2276.14 1934.18 557.66 362.28 361.30 282.99 F Represented By: Share Capital 1122.50 1122.50 200.00 200.00 200.00 100.00 Share Premium 0.00 0.00 0.00 0.00 0.00 0.00 Share Application Money 0.00 0.00 0.00 0.00 0.00 24.08 Reserves & Surplus 1153.64 811.68 357.66 162.28 161.38 159.07 Miss. Expenditure not written off 0.00 0.00 0.00 0.00 0.08 0.16 NET WORTH 2276.14 1934.18 557.66 362.28 361.30 282.99

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RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS

(Amount in ` lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31. 2011

March 31. 2010

March 31. 2009

March 31. 2008

March 31. 2007

INCOME Sales 3402.75 8339.47 5610.66 3797.41 3728.98 2748.26 Other Income 0.00 0.75 0.09 0.07 0.08 11.48 Total Income 3402.75 8340.22 5610.75 3797.48 3729.06 2759.74 EXPENDITURE Cost of Sales 2722.20 6664.59 4901.80 3477.44 3333.92 2547.75 Office and Administration Expenses 75.66 224.88 270.75 171.79 275.64 98.00 Selling and Distribution Expenses 27.83 80.19 23.71 24.95 19.02 16.11 Finance Expenses 56.22 144.91 102.73 102.01 78.63 13.96 Depreciation 7.41 20.59 9.55 8.84 9.32 8.16 Preliminary Expenses written off 0.00 0.00 0.00 0.08 0.08 0.04 Total Expenditure 2889.32 7135.16 5308.54 3785.12 3716.61 2684.02 Net Profit Before Tax (PBT) 513.43 1205.05 302.20 12.37 12.43 75.72 Provision for Tax Expenses Current Tax 162.34 397.68 103.28 8.01 10.66 59.65 Deferred Tax 9.13 3.35 3.56 2.40 (2.56) 0.00 Fringe benefit tax 0.00 0.00 0.00 1.05 2.03 0.00 Net Profit After Tax (PAT) 341.96 804.02 195.37 0.90 2.31 16.07 Reserve at the beginning of the period 811.68 357.66 162.28 161.38 159.07 143.00 Profit/(Loss) available for appropriation 341.96 804.02 195.37 0.90 2.31 16.07 Share Premium Received during the Year. 0.00 350.00 0.00 0.00 0.00 0.00 Share Premium used for Bonus Share 0.00 350.00 0.00 0.00 0.00 0.00 Reserve used for Bonus Shares 0.00 350.00 0.00 0.00 0.00 0.00 Balance to be carried to Balance Sheet 1153.64 811.68 357.66 162.28 161.38 159.07

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RESTATED SUMMARY STATEMENT OF CASH FLOWS

(Amount in ` lakhs)

Sr. No Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

A. Cash Flow from Operating Activities Net Profit / (Loss) before tax 513.43 1205.05 302.20 12.37 12.43 75.72 Adjustment for : Depreciation 7.41 20.59 9.55 8.84 9.32 8.16 Interest Expenses 56.22 144.91 102.73 102.01 78.63 13.96 Preliminary expenses written off 0.00 0.00 0.00 0.08 0.08 0.04

Operating profit before working capital changes 577.06 1370.55 414.48 123.29 100.46 97.88

Changes in working Capital Change in Sundry Debtors (1411.26) (1049.32) 21.19 (84.43) (275.82) (64.76) Change in Loan and advances 419.00 (1069.76) (181.11) (15.69) 94.60 44.81 Change in Deposits (0.01) 12.43 (153.36) 0.59 7.00 (6.35) Change in Current Liabilities 296.05 (192.91) 150.58 40.23 (178.13) 454.44 Change in Provision (6.42) (36.86) (43.06) 7.68 20.38 (41.92) Deferred Tax liability 9.13 3.36 3.56 2.40 (2.56) 0.00 Cash generated from operations (116.43) (962.50) 212.29 74.08 (234.08) 484.11 Direct Tax Paid 23.99 116.12 46.46 8.93 10.62 4.87 Net cash from operating activities (A) (92.45) (846.38) 258.75 83.01 (223.46) 488.98

B. Cash Flow from Investing Activities Purchase/Sale of fixed assets (Net) (1.69) (297.78) (18.37) (1.06) (7.44) 0.00 Investments (130.00) 0.00 0.00 0.00 0.51 2.10 Interest Received 0.00 0.00 0.00 0.00 0.00 0.00 Net cash from investing activities (B) (131.69) (297.78) (18.37) (1.06) (6.93) 2.10

C. Cash Flows from Financing Activities Proceeds from Issue of Equity Shares 0.00 222.50 0.00 0.00 100.00 80.00

Proceeds / (Utilisation) of share

Application money 0.00 0.00 0.00 0.00 (24.08) (5.92) Proceeds from Share Premium 0.00 350.00 0.00 0.00 0.00 0.00 Proceeds from Unsecured Loan 177.50 417.60 51.94 21.12 5.23 (761.09) Proceeds from Secured Loan 89.18 309.71 (189.86) 5.17 226.79 213.30 Interest Paid (56.22) (144.91) (102.73) (102.01) (78.63) (13.96)

Net cash used from financing activities (C) 210.46 1154.90 (240.65) (75.72) 229.31 (487.68)

Net change in cash (A+B+C) (13.68) 10.73 (0.28) 6.23 (1.07) 3.40

Cash and cash equivalents at beginning of years 19.46 8.74 9.00 2.77 3.84 0.44

Cash and cash equivalents at end of year 5.78 19.46 8.74 9.00 2.77 3.84

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THE ISSUE

Number of Equity Shares Issue of Equity Shares 40,00,000 Equity Shares Of which:

a. Qualified Institutional Buyers (QIBs) portion (1) Upto 20,00,000 Equity Shares*

Of which: Available for Mutual Funds only 1,00,000 Equity Shares* Balance of QIB portion (available for QIBs including Mutual Funds)

19,00,000 Equity Shares*

b. Non-Institutional Portion Not less than 6,00,000 Equity Shares*

c. Retail Portion Not less than 14,00,000 Equity Shares*

Pre and Post Issue Equity Shares Equity Shares outstanding prior to the Issue 1,12,25,000 Equity Shares Equity Shares outstanding after the Issue 1,52,25,000 Equity Shares Use of Issue Proceeds Please refer the section titled “Objects of

the Issue” beginning on page no 68 of this Draft Red Herring Prospectus for information about the use of the Issue Proceeds.

* In the event of over-subscription, allocation shall be made on a proportionate basis, subject to valid Bids being received at or above the Issue Price. (1) 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Mutual Funds participating in the Mutual Fund Portion will also be eligible for allocation in the remaining QIB Portion. Further, attention of all QIBs that QIB Bidders 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 only, the unsubscribed portion would be added to the balance of the QIB Portion to be allocated on a proportionate basis.

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GENERAL INFORMATION

Our Company was incorporated originally as a Limited Company in the name and style of “Katha Mediatix India Limited” vide Certificate of Incorporation dated November 16, 2000 with CIN U74300MH2000PLC129635 issued by the Registrar of Companies, Maharashtra, Mumbai (ROC). The name of our Company was changed to “Kathaa Mediatix India Limited” and a fresh Certificate of Incorporation was issued by the ROC on May 22, 2008. The name of our Company was again changed to “Katha Mediatix India Limited” and a fresh certificate of incorporation reflecting the new name was issued on August 20, 2010 by the ROC. For more details, please refer to section titled “History and Certain Corporate Matters” beginning on page no 107 of this Draft Red Herring Prospectus. The present authorised share capital of our Company is ` 1,800 lakhs divided into 18,000,000 Equity Shares of ` 10/- each. Registered Office of our Company Katha Mediatix India Limited 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (West) Mumbai – 400 053 Maharashtra Corporate Office of our Company Katha Mediatix India Limited 4th Floor, Kailash Plaza, Opposite Yash Raj Studios, Fun Republic Lane, New Link Road, Andheri (W) Mumbai – 400 053 Maharashtra Tel: +91 22 2674 4844 Fax: +91 22 2674 4846 Contact Person : Mr. Ankit Sethi,(Company Secretary and Compliance Officer) Email id: ipo@kathagroup.com Website: www.kathagroup.com Registration No: 129635 Company Identification Number: U74300MH2000PLC129635 Registrar of Companies Our Company is registered with the Registrar of Companies, Maharashtra, Mumbai. The CIN of our Company is U74300MH2000PLC129635. The office of the RoC is situated at the following address: Registrar of Companies, Maharashtra, Mumbai Everest Building, 100, Marine Drive, Mumbai - 400 002, Maharashtra, India Tel: +91 22 2281 2639 Fax: +91 22 2281 1977 Email: roc.mumbai@mca.gov.in

49

The Board of Directors comprises the following:

Name & Designation Age (years)

DIN Address Status

Mr. Krishnendu Sen Designation: Chairman & Managing Director

54 00859547 Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058

Executive Director

Mr. Romeer Sen Designation: Executive Director

24 02085259 Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058

Executive Director

Mr. Roman Sen Designation: Executive Director

22 02324625 Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058

Executive Director

Mr. Biswajit Chatterjee Designation: Independent Director

74 02569132 Dakshina Park, B-32, 10th Road, JVPD Scheme, Mumbai 400 049, Maharashtra

Non Executive Independent Director

Dr. Anil Saxena Designation: Independent Director

56 02220574 Suman Apartment, Lokhandwala Complex, 3rd X Lane, Andheri (W)

Non Executive Independent Director

Mr. D. S. Sharma Designation: Independent Director

56 01346189 B-8, Suneel Building, Opposite Sheetala Shankar Mandir, Borivali (W), Mumbai – 400 092, Maharashtra

Non Executive Independent Director

For more information regarding our Directors please refer to the section titled “Our Management” beginning on page no 111 of this Draft Red Herring Prospectus. Company Secretary and Compliance Officer Mr. Ankit Sethi is the Company Secretary and Compliance Officer of our Company. His contact details are as follows: Mr. Ankit Sethi 4th Floor, Kailash Plaza, Fun Republic Lane, Opposite Yash Raj Studios, New Link Road, Andheri (W) Mumbai – 400 053 Maharashtra Tel: +91 22 2674 4844 Fax: +91 22 2674 4846 Email: ipo@kathagroup.com Investors can contact the Compliance Officer or the Registrar to the Issue for any pre-Issue or post-Issue related matters such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts and refund orders. All grievances relating to the 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 Form was submitted by the ASBA Bidders.

50

Bankers of the Company State Bank of India Commercial Branch, Vile Parle East B. N. Agarwal Market, Shyamkamal Trade Centre, Vile Parle (E) Mumbai – 400 057 Tel: +91 22 2619 2012 Fax: +91 22 2619 4008 Email: sbi.04115@sbi.co.in Website: www.statebankofindia.com Contact Person: Mr. Sanjey Kumar Sinha Auditors to our Company M/s. Gupta Saharia & Co. Chartered Accountants 4, Atlanta, Evershine Nagar, Malad (W), Mumbai – 400064 Tel: +91 22 2620 9952 Fax: +91 22 2620 4411 Email: pawangupta2003@yahoo.com Contact Person: Mr. Pawan Gupta Membership No: 071471 Firm Registration No: 103446W Peer Review Registration No: 03845 Book Running Lead Manager Stellant Capital Advisory Services (P) Limited SEBI Registration No: INM 000011773 Merchant Chamber, Basement, Opp: Patkar Hall, New Marine Lines, Churchgate, Mumbai – 400 020 Tel No: + 91 -22 –2206 1606 Fax No: + 91– 22 - 2206 5061 Email: katha.ipo@stellantcapital.com Investor Grievance I.D.: investors@stellantcapital.com Website: www.stellantcapital.com Contact Person: Mr. Lokendra Parihar/ Mr. Jinesh Lodaya Registrar to the Issue Bigshare Services Private Limited SEBI Registration No.: INR000001385 E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072 Tel No: +91 22 4043 0200 Fax No: +91 22 2847 5207 Email: katha.ipo@bigshareonline.com Website: www.bigshareonline.com Contact Person: Mr. Ashok Shetty For all Issue related queries and for redressal of complaints, investors may also write to the Registrar to the Issue or the Book Running Lead Manager. The SEBI registration of the Registrar to the Issue, Bigshare Services Private Limited is valid upto June 15, 2013.

51

Legal Advisor to the Issue Kanga & Company Readymoney Mansion 43, Veer Nariman Road, Fort, Mumbai 400 001, Maharashtra Tel No: +91-22- 6623 0000 Fax No: +91- 22- 6633 9656 E-Mail: chetan.thakkar@kangacompany.com Contact Person: Mr. Chetan Thakkar Syndicate Members [�] The Syndicate Member(s) will be appointed prior to filing the Draft Red Herring Prospectus with RoC. Bankers to the Issue and Escrow Collection Banks [�] The Bankers to the Issue will be appointed prior to filing the Draft Red Herring Prospectus with RoC. Refund Bankers to the Issue [�] The Refund Bankers to the Issue will be appointed prior to filing the Draft Red Herring Prospectus with RoC. 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. For more information on designated branches of SCSBs collecting the ASBA Bid cum Application Form, please refer the above mentioned SEBI link. Inter-se Responsibilities of the Book Running Lead Manager to the Issue Stellant Capital Advisory Services (P) Limitedis the sole Book Running Lead Manager to the Issue and shall be responsible for various activities to be undertaken in this Issue are as under:

No Activities 1. Capital structuring with the relative components and formalities such as type of instruments, etc. 2. Drafting and approval of all statutory advertisements. 3. Due diligence of the Company including its operations/ management/ business/plans/legal, etc. Drafting and

design of the Red Herring Prospectus and of statutory advertisements including a memorandum containing salient features of the Prospectus. The Book Running Lead Manager shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, the RoC and SEBI including finalization of the Prospectus and RoC filing.

4. Drafting and approval of all publicity material other than statutory advertisements as mentioned above, including road show presentations, corporate advertising, brochures, etc.

5. Appointment of other intermediaries including Registrar to the Issue, printers, advertising agency and Bankers to the Issue

6 Non-institutional and retail marketing of the Issue, which will cover, inter alia: � Formulating marketing strategies, preparation of publicity budget; � Finalizing media and public relations strategy; � Finalizing centre for holding conferences for press and brokers, etc.; � Follow-up on distribution of publicity and Issue material including forms, the Prospectus and

deciding on the quantum of Issue material; and Finalizing collection centres 7 Domestic institutional marketing of the Issue, which will cover, inter alia: � Finalizing the list and division of investors for one to one meetings; and � Finalizing the road show schedule and the investor meeting schedules. 8 Pricing, managing the book, co-ordination with the Stock Exchanges for book building software, bidding

terminals and mock trading, and finalization of pricing in consultation with the Company. 9 Post-Bidding activities including management of escrow accounts, co-coordinating underwriting, co-

ordination of non-institutional allocation, announcement of allocation and dispatch of refunds to Bidders, etc. The post-Issue activities will involve essential follow up steps, including the finalization of trading, dealing of instruments, and demat of delivery of shares with the various agencies connected with the work such as the Registrar to the Issue, the Bankers to the Issue and the bank handling refund business. The Book Running Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and discharge this responsibility through suitable agreements with the Company.

52

The selection of various agencies like the Bankers to the Issue, Escrow Collection Bank(s), Syndicate Members, Brokers, Advertising agencies etc. will be finalized by our Company in consultation with the Book Running Lead Manager. Even if many of these activities will be handled by other intermediaries, the Book Running Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with our Company. Credit Rating As this is an Issue of Equity Shares, credit rating is not required for this Issue. IPO Grading This Issue has been graded by [�] and has been assigned [�], indicating [�] fundamentals through its letter dated [�] pursuant to Regulation 26(7) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The IPO grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and an “IPO Grade 1” indicating poor fundamentals. Pursuant to SEBI Regulations, the rationale/description furnished by the credit rating agency will be updated at the time of filing the Red Herring Prospectus with the RoC. Trustees As this is an Issue of Equity Shares, the appointment of trustees is not required. Monitoring Agency As the size of the Issue will not exceed `50,000 lakhs, the appointment of Monitoring Agency would not be required as per Regulation 16 of the ICDR Regulations. Appraising Entity None of the objects of the Issue have been appraised. Experts Except for the report provided by the IPO Grading Agency (a copy of which will be annexed to the Red Herring Prospectus), furnishing the rationale for its grading, our Company has not obtained any expert opinions. Withdrawal of the Issue Our Company, in consultation with the Book Running Lead Manager, reserves the right not to proceed with the Issue after the Bid/Issue Opening Date but before Allotment of Equity Shares. If the Company withdraws from the Issue, it shall issue a public notice within two days of the closure of the Issue providing reasons for not proceeding with the Issue. The notice shall be issued in the same newspapers where the pre-Issue advertisements have appeared and our Company shall also promptly inform the Stock Exchanges where the specified securities were proposed to be listed. If our Company withdraws the Issue after the Bid/Issue Closing Date and thereafter determines that it shall proceed with an initial public offering of its Equity Shares, it shall file a fresh Draft Red Herring Prospectus with the SEBI. 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 the event our Company in consultation with the BRLM withdraws the Issue after the Bid / Issue Closing Date but subsequently decides to proceed with the initial public offering a fresh offer document will be filed with SEBI in the event our Company. In terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, QIBs shall not be allowed to withdraw their Bids after the Bid/Issue Closing Date and ASBA Bidders shall not be allowed to revise their Bids. Any further issue of Equity Shares by our Company shall be in compliance with applicable laws.

53

Book Building Process: The Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band which will be decided by our Company in consultation with the Book Running Lead Manager and advertised at least two (2) days prior to the Bid/Issue opening date. The Issue Price is finalised after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:

� Our Company; � Our Book Running Lead Manager, in this case being Stellant Capital Advisory Services (P) Limited; � Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/ NSE and

eligible to act as Underwriters. The Syndicate Members are appointed by the Book Running Lead Manager; � Registrar to the Issue, in this case being Bigshare Services Private Limited; � Escrow Collection Banks; and � Self Certified Syndicate Banks. This Issue is being made through a 100% Book Building Process wherein upto 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (of which 5% will be available for allocation for Mutual Funds), subject to valid bids being received at or above the Issue Price. Mutual Fund bidders shall also be eligible for proportionate allocation under the balance available for the QIBs. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, QIBs bidding in the QIB portion are not allowed to withdraw their Bid(s) after the Bid/Issue Closing Date. For further information, please refer the section titled “Terms of the Issue” beginning on page no 190 of this Draft Red Herring Prospectus. Our Company will comply with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and any other ancillary directions issued by SEBI for this Issue. In this regard, our Company has appointed the Book Running Lead Manager to manage the Issue and procure subscriptions to the Issue. The process of Book Building under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. For further information, please refer to the section titled “Terms of the Issue” beginning on page no 190 of this Draft Red Herring Prospectus. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. For instance, assume a price band of ` 20 to ` 24 per share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period. The illustrative book below shows the demand for the shares of the issuer company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Price (`) 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., ` 22 in the above example. The Issuer, in consultation with the Book Running Lead Manager, will finalize the issue price at or below such cut-off price, i.e., at or below ` 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.

54

Steps to be taken by the Bidders for Bidding 1. Check eligibility for making a Bid (refer the paragraph “Who Can Bid?” forming a part of the section titled “Issue

Procedure” beginning on page no 197 of this Draft Red Herring Prospectus); 2. Ensure that the bidder has a demat account and the demat account details are correctly mentioned in the Bid cum

Application Form and the ASBA Bid cum Application Form; 3. Except for Bids on behalf of the Central or State Government, residents of Sikkim and the officials appointed by

the courts, for Bids of all values ensure that you have mentioned your PAN allotted under the I.T. Act in the Bid cum Application Form and the ASBA Bid cum Application Form;

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red Herring

Prospectus and in the Bid cum Application Form and the ASBA Bid cum Application; 5. The Bidder should ensure the correctness of his or her Demographic Details (as defined in the section “Issue

Procedure – Bidder’s Depository Account and Bank Account Details” on page no 227 i.e. those given in the Bid cum Application Form vis-à-vis with his or her Depository Participant);

6. Bids by QIBs will only have to be submitted to Syndicate or their affiliates or SCSBs only;

7. Bids by ASBA Bidders will have to be submitted to the designated branches of the SCSBs. Bidders should ensure

that their bank accounts have adequate credit balance at the time of submission to the SCSB to ensure that the ASBA Bid cum Application Form is not rejected

Bid/Issue Programme BID/ ISSUE OPENING DATE [�] BID/ ISSUE CLOSING DATE [�] Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) 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 QIB Bidders, Non-Institutional Bidders where the Bid Amount is in excess of `2,00,000 and (ii) until 5.00 p.m. in case of Bids by Retail Individual Bidders, where the Bid Amount is up to `2,00,000 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 the 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 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 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. Bids will only be accepted on Working Days. ASBA Bidders cannot revise their Bids. 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, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from the SCSB. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing date, the bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than the times mentioned above on the Bid/Issue Closing Date. All times mentioned in the Draft Red Herring Prospectus are Indian Standard Time. Bidders 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, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. If such Bids are not uploaded, the Issuer, Book Running Lead Manager, Syndicate Members and the SCSB will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays).

55

On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders after taking into account the total number of Bids received up to the closure of the time period for acceptance of Bid-cum-Application Forms as stated herein and reported by the Book Running Lead Manager to the Stock Exchange within half an hour of such closure. Our Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, provided that the Cap Price is less than or equal to 120% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least one day before the Bid /Issue Opening Date. In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after revision of Price Band subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the SCSBs and the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicate Members

Underwriting Agreement After the determination of the Issue Price and allocation of the Equity Shares, but prior to the filing of the Prospectus with the RoC, our Company 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 Book Running Lead Manager shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. The underwriting shall be to the extent of the Bids uploaded by the Underwriter including through its Syndicate/Sub Syndicate. The Underwriting Agreement is dated [�]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter are several and are subject to certain conditions specified therein. The Underwriter has indicated its 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.)

Name and Address of the Underwriter Indicated number of Equity Shares to be

underwritten

Amount Underwritten (in ` lakhs)

STELLANT CAPITAL ADVISORY SERVICES (P) LIMITED SEBI Registration No.: INM 000011773 Merchant Chamber, Basement, Opp: Patkar Hall, New Marine Lines, Churchgate, Mumbai – 400 020 Tel: +91–22– 2206 1606; Fax: +91–22– 2206 5061; Website: www.stellantcapital.com; E-mail:katha.ipo@stellantcapital.com Investor Grievance Id: investors@stellantcapital.com Contact Person: Mr. Lokendra Parihar/ Mr. Jinesh Lodaya

[�] [�]

[�] [�] [�] [�] [�] [�]

TOTAL [�] [�] The above-mentioned amount is indicative and will be finalised after determination of the Issue Price and finalization of the “Basis of Allocation”. In the opinion of the Board of Directors (based on a certificate given by the Underwriter), the resources of the above mentioned Underwriter is sufficient to enable them to discharge its underwriting obligations in full. The abovementioned Underwriter is registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). The Board of Directors/Committee of Directors, at its meeting held on [�], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the 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 Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.

56

CAPITAL STRUCTURE The share capital of our Company, as on the date of this Draft Red Herring prospectus is set forth below:

(` in lakhs)

Number of Shares Aggregate

Value at Face value (in ` )

Aggregate Value at Issue

Price (in ` ) A. AUTHORISED SHARE CAPITAL(a) 1,80,00,000 Equity Shares of `10/- each 1,800.00 B. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL BEFORE

THE ISSUE

1,12,25,000 Equity Shares of ` 10/- each 1,122.50 C. PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING

PROSPECTUS

Fresh Issue of 40,00,000 Equity Shares of `10/- each (b) 400.00 [�] Of which a. QIB Portion of not more than 20,00,000 Equity Shares (c ) of which 200.00 [�] Mutual Funds Portion is 1,00,000 Equity Shares of ` 10/- each * Balance for all QIB’s, including Mutual Funds, is 19,00,000 Equity

Shares of `10/- each *

b. Non Institutional Portion of not less than 6,00,000 Equity Shares of ` 10/- each *

60.00 [�]

c. Retail Portion of not less than 14,00,000 Equity Shares of ` 10/- each * 140.00 [�] D. SECURITIES PREMIUM ACCOUNT Before the Issue 0.00 After the Issue** [�] E. EQUITY CAPITAL AFTER THE ISSUE 1,52,25,000 Equity Shares of ` 10/- each 1,522.50 *Available for allocation on a proportionate basis, subject to valid Bids being received at or above the Issue Price. **The securities premium account will be determined after completion of the Book Building Process and determination of the Issue Price. a) The Initial Authorized Share Capital of our Company was ` 5,00,000 divided into 50,000 Equity Shares of ` 10/-

each

By shareholders resolution dated September 29, 2003, the authorized share capital of our Company was increased to ` 20, 00,000 divided into 2, 00,000 Equity Shares of ` 10/- each By shareholders resolution dated March 16, 2007, the authorized share capital of our Company was increased to ` 1, 00, 00,000 divided into 10, 00, 000 Equity Shares of ` 10/- each By shareholders resolution dated March 05, 2008, the authourised share capital of our Company was increased to ` 30,000,000 divided into 3,000,000 Equity Shares of ` 10/- each By shareholders resolution dated June 20, 2010, the authorized share capital of our Company was increased to ` 12, 00, 00,000 divided into 1, 20, 00, 000 Equity Shares of ` 10/- each By shareholders resolution dated December 28, 2010, the authourised share capital of our Company was increased to `18, 00, 00,000 divided into 1, 80, 00,000 Equity Shares of ` 10/- each

b) This Issue has been authorised by the Board of Directors in their meeting on July 28, 2010. This Issue has been

authorised by a special resolution passed pursuant to Section 81 (1A) of the Companies Act, at an EGM of our Company held on August 25, 2010.

57

c) 5% of the QIB Portion shall be available for allocation to Mutual Funds only. Mutual Funds participating in the Mutual Fund Portion will also be eligible for allocation in the remaining QIB Portion. Further, attention of all QIB Bidders is specifically drawn to the following: (a) QIB Bidders will not be allowed to withdraw their Bid cum Application Forms after 3.00 p.m. on the 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 QIB Portion for allocation on a proportionate basis to the QIB Bidders.

Notes to Capital Structure: 1. Share Capital history of the Company: a. Equity Share Capital History:

Date of

Allotment of the Equity Shares

No. of Equity Shares

Face Value (`` )

Securities Premium

(`)

Issue Price (`` )

Nature of

Payment

Reasons for Allotment

Cumulative No. of Equity Shares

Cumulative Securities Premium

(`` )

Cumulative paid up Equity

Capital (` )

November 16, 2000

10,040 10 - 10 Cash Allotment to Promoters as subscribers to

the Memorandum

10,040 NIL 100,400

February 25, 2001

37,000 10 - 10 Cash Further Allotment (1)

47,040 NIL 470,400

March 31, 2003

2,960 10 - 10 Cash Further Allotment (2)

50,000 NIL 500,000

September 30, 2003

1,50,000 10 - 10 Cash Further Allotment (3)

2,00,000 NIL 2,000,000

March 28, 2007

8,00,000 10 - 10 Cash Further Allotment (4)

10,00,000 NIL 10,000,000

March 31, 2008

10,00,000 10 - 10 Cash Allotment pursuant to 81(1A) of

Companies Act(5)

20,00,000 NIL 20,000,000

June 20, 2010

20,00,000 10 17.50 27.50 Cash Allotment pursuant to 81(1A) of

Companies Act (6)

40,00,000 35,000,000 40,000,000

August 25, 2010

70,00,000 10 - - Other than Cash

Bonus in the ratio of 7:4 (7)

1,10,00,000 NIL 110,000,000

January 05, 2011

2,25,000 10 - 10 Cash Further Allotment (8)

1,12,25,000 NIL 112,250,000

(1) Allotment of 18,500 Equity Shares to Mr. Krishnendu Sen and 18,500 Equity Shares to Mrs. Kajal Sen (2) Allotment of 1,480 Equity Shares to Mr. Krishnendu Sen and 1,480 Equity Shares to Mrs. Kajal Sen

(3) Allotment of 75,000 Equity Shares to Mr. Krishnendu Sen and 75,000 Equity Shares to Mrs. Kajal Sen

(4) Allotment of 4, 09, 000 Equity Shares to Mr. Krishnendu Sen and 3,91,000 Equity Shares to Mrs. Kajal Sen

(5) Allotment of 2,12,020 Equity Shares to Mr. Krishnendu Sen, 1,90,020 Equity Shares to Mrs. Kajal Sen, 1,99,990 Equity Shares to Mr. Romeer Sen, 2,00,000 Equity Shares to Mr. Roman Sen and 1,97,970 Equity Shares to Krishnendu Sen HUF (6) Allotment of 16, 00,000 Equity Shares to Sparrow Hill Advisory Private Limited and 4, 00, 000 Equity Shares to Argha Capital Advisors Private Limited. Pursuant to the allotment the name of Sparrow Hill Advisory Private Limited has been changed to Hillston Advisors Private Limited vide fresh Certificate of Incorporation dated June 2, 2011 issued by the RoC, Maharashtra, Mumbai. (7) Pursuant to EGM dated August 25, 2010, our Company has issued 70,00,000 Bonus Shares in the ratio of 7 equity share for every 4 equity shares held to all the Shareholders, by capitalization of the reserves and surplus and securities premium account (8) Allotment of 2, 25,000 Equity Shares to Mrs. Kajal Sen

58

b. Issue of Equity Shares for consideration other than cash Save and except as mentioned below, our Company has not issued any Equity Shares for consideration other than cash:

Date of Allotment of the Equity

Shares

Name of the person No. of Equity Shares

Face Value

(`)

Issue Price

(`)

Reasons for allotment

Benefits accrued to

our Company

August 25, 2010*

Mr. Krishnendu Sen 12,63,491 10 - Bonus Issue in the ratio of

7 Equity Shares for

every 4 Equity Shares

held

NIL Mrs. Kajal Sen 11,89,991 Mr. Romeer Sen 3,50,000 Mr. Roman Sen 3,50,000 Sparrow Hill Advisory Private Limited**

28,00,000

Argha Capital Advisors Private Limited

7,00,000

Krishnendu Sen HUF 3,46,447 Ms. Chandana Dasgupta 17 Mr. Sanjit Sen 18 Mr. Partha Sen 18 Mr. Soumendu Sen 18

Total 70,00,000 *Pursuant to EGM held on August 25, 2010, our Company has issued 70,00,000 Bonus Shares in the ratio of 7 equity share for every 4 equity shares held to all the Shareholders, by capitalization of the reserves and surplus and securities premium account ** The name of Sparrow Hill Advisory Private Limited has been changed to Hillston Advisors Private Limited vide certificate of Incorporation dated June 2, 2011 issued by the ROC, Maharashtra, Mumbai. 2. Build-up of Promoter Shareholding Mrs. Kajal Sen

Date of Allotment/ Transfer

Nature of consideration

No. of Equity shares

Face Value (`` )

Issue/ Acquisition Price (`` )

Nature of Transaction

Cumulative No. of Equity

Shares

% of Pre

Issue Share

Capital

% of Post Issue Share

Capital November 16, 2000

Cash 4,000 10 10 Subscriber to the

Memorandum

4,000 0.04 0.03

February 25, 2001

Cash 18,500 10 10 Further Allotment

22,500 0.16 0.12

March 31, 2003

Cash 1,480 10 10 Further Allotment

23,980 0.01 0.01

September 30, 2003

Cash 75,000 10 10 Further Allotment

98,980 0.67 0.49

March 28, 2007

Cash 3,91,000 10 10 Further Allotment

4,89,980 3.48 2.57

September 15, 2007

Cash 5 10 10 Transfer of shares to Mr. Soumendu

Sen

4,89,975 0.00 0.00

March 31, 2008

Cash 1,90,020 10 10 Further Allotment

6,79,995 1.69 1.25

August 25, 2010

Bonus 11,89,991 10 - Bonus in the ratio of 7:4

18,69,986 10.60 7.82

January 05, 2011

Cash 2,25,000 10 10 Further Allotment

20,94,986 2.00 1.48

September 15, 2011

HUF Partition

1,36,104 10 - Transferred from

Krishnendu Sen HUF

22,31,090 1.21 0.89

59

Date of Allotment/ Transfer

Nature of consideration

No. of Equity shares

Face Value (`` )

Issue/ Acquisition Price (`` )

Nature of Transaction

Cumulative No. of Equity

Shares

% of Pre

Issue Share

Capital

% of Post Issue Share

Capital Total 22,31,090 19.88 14.65 Mr. Krishnendu Sen

Date of Allotment/ Transfer

Nature of consideratio

n

No. of Equity shares

Face Value (` )

Issue/ Acquisit

ion Price (`

)

Nature of Transaction

Cumulative No. of Equity

Shares

% of Pre Issue Share

Capital

% of Post Issue Share

Capital November 16, 2000

Cash 4,000 10 10 Subscriber to the

Memorandum

4,000 0.04 0.03

February 25, 2001

Cash 18,500 10 10 Further Allotment

22,500 0.16 0.12

March 31, 2003

Cash 1,480 10 10 Further Allotment

23,980 0.01 0.01

September 30, 2003

Cash 75,000 10 10 Further Allotment

98,980 0.67 0.49

March 28, 2007

Cash 4,09,000 10 10 Further Allotment

5,07,980 3.64 2.69

September 15, 2007

Cash 1,995 10 10 Transfer of shares from

Mr. Salamatulla

Shaikh

5,09,975 0.02 0.01

March 31, 2008

Cash 2,12,020 10 10 Further Allotment

7,21,995 1.89 1.39

August 25, 2010

Bonus 12,63,491 10 - Bonus in the ratio of 7:4

19,85,486 11.26 8.30

September 15, 2011

HUF Partition

1,36,105 10 - Transferred from

Krishnendu Sen HUF

21,21,591 1.21 0.89

Total 21,21,591 18.90 13.93 Mr. Romeer Sen

Date of Allotment/ Transfer

Nature of consideration

No. of Equity shares

Face Value (``)

Issue/ Acquisition

Price (`)

Nature of Transaction

Cumulative No. of Equity Shares

% of Pre

Issue Share

Capital

% of Post Issue Share

Capital September 15, 2007

Cash 10 10 10 Transfer of shares from Mr. Anwar

Shaikh

10 0.00 0.00

March 31, 2008

Cash 1,99,990 10 10 Further Allotment

2,00,000 1.78 1.31

August 25, 2010

Bonus 3,50,000 10 - Bonus in the ratio of 7:4

5,50,000 3.12 2.30

September 15, 2011

HUF Partition 1,36,104 10 - Transferred from

Krishnendu Sen HUF

6,86,104 1.21 0.89

Total 6,86,104 6.11 4.51

60

Mr. Roman Sen

Date of Allotment/ Transfer

Nature of consideration

No. of Equity shares

Face Value

(`)

Issue/ Acquisition

Price (`)

Nature of Transaction

Cumulative No. of Equity

Shares

% of Pre

Issue Share

Capital

% of Post Issue Share

Capital March 31, 2008

Cash 2,00,000 10 10 Further Allotment

2,00,000 1.78 1.31

August 25, 2010

Bonus 3,50,000 10 - Bonus in the ratio of 7:4

5,50,000 3.12 2.30

September 15, 2011

Cash 1,36,104 10 - Transferred from

Krishnendu Sen HUF

6,86,104 1.21 0.89

Total 6,86,104 6.11 4.51 3. Promoters Contribution and Lock-in Pursuant to the Regulation 36(a) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, an aggregate of 20% of the Post - Issue Equity Share Capital of our Company shall be locked in by our Promoters as minimum Promoter’s contribution. Such lock-in shall commence from the date of Allotment in the Issue and shall continue for a period of three years from the date of Allotment in the Issue or from the first date of commencement of commercial production, whichever is later. The Equity Shares, which are being locked-in, are not ineligible for computation of Promoter’s contribution under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. a. Details of the Equity Shares forming part of Promoter’s contribution, which shall be locked in for three

years, are as follows:

Sr. No

Date of Allotment/ Transfer

Nature of consideration

Number of Equity

Shares

Face Value

(`)

Issue/ Acquisition

Price (`)

Mode of acquisition

% of pre

issue paid-

up capital

% of post issue paid-up capital

Mr. Krishnendu Sen 1 March 31,

2008 Cash 2,12,020 10 10 Further

Allotment 1.89 1.39

2 August 25, 2010

Bonus 12,63,491 10 - Bonus in the ratio of 7:4

11.26 8.30

3 September 15, 2011

HUF Partition 1,36,105 10 - Transferred from

Krishnendu Sen HUF

1.21 0.89

Total (A) 16,11,616 14.36 10.59 Mrs. Kajal Sen 1 March 28,

2007 Cash 3,91,000 10 10 Further

Allotment 3.48 2.57

2 August 25, 2010

Bonus 11,89,991 10 - Bonus in the ratio of 7:4

10.60 7.82

Total (B) 15,80,991 14.08 10.39 TOTAL (A+B) 31,92,607 20.98

61

Mr. Krishnendu Sen and Mrs. Kajal Sen, our Promoters have by a written undertaking dated September 15, 2011consent for 16,11,616 and 15,80,991 Equity Shares held by them respectively, constituting 20.98% of the post-Issue equity share capital of our Company, to be considered as Promoters’ contribution and locked in for a period of three years from the date Allotment. Our Promoters have agreed to lock in 3,192,607 Equity Shares for a period of three (3) years. All the Equity Shares which have been locked-in are not ineligible for computation of Promoters’ contribution under Regulation 33 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Mr. Krishnendu Sen, Mrs. Kajal Sen, Mr. Romeer Sen and Mr. Roman Sen, our Promoters have pursuant to the undertaking dated May 31, 2011, agreed not to sell or transfer or pledge or otherwise dispose off in any manner, the Equity Shares forming part of the Promoter‘s contribution from the date of filing of this Draft Red Herring Prospectus until the commencement of the lock-in period specified above. The Promoter‘s contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as “Promoters” under the ICDR Regulations. All Equity Shares forming part of the Promoters contribution are eligible to be locked-in, in accordance with the ICDR Regulations. The Equity Shares held by our Promotes and offered for minimum of 20% Promoters contribution are not subject to any pledge. The Equity Shares proposed to be included as part of the minimum Promoter‘s contribution (a) have not been acquired for consideration other than cash and issued out of revaluation assets or capitalization of intangible assets involved in such transactions; or (b) are not resulting from bonus issue by utilization of revaluation reserves or unrealized profits of our Company or from bonus issue against Equity Shares which are ineligible for promoter‘s contribution issued out of revaluation of assets; or (c) have not been acquired by our Promoters during preceding one year at a price lower than the price at which Equity Shares are being offered to the public in the Issue; (d) have not been acquired by our Promoters during preceding one year at a price less than the Issue Price, against funds brought in by them during that period, in case the issuer company has been formed by conversion of partnership firms, where the partners of the erstwhile partnership firm are our Promoters of the Issuer; and (e) have not been pledged with any creditor. b. Details of pre issue Equity Share capital locked in for one year In addition to the lock-in of the Promoter’s contribution, the remaining pre-Issue equity share capital of our Company, comprising of 8,032,392 Equity Shares shall be locked in for a period of one year from the date of Allotment as per Regulation 36(b) of the ICDR Regulations. The Equity Shares subject to lock-in will be transferable subject to compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, as amended from time to time. Pursuant to Regulation 40 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, the Equity Shares held by our Promoters may be transferred among the Promoters or the Promoter Group or to new promoters or persons in control of our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover Code, as applicable. Pursuant to Regulation 39 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, locked-in Equity Shares held by our Promoters can be pledged only with banks or financial institutions as collateral security for loans granted by such banks or financial institutions provided that (i) the pledge of shares is in terms of the sanction of the loan and (ii) if the shares are locked-in as Promoter’s contribution for three years, then in addition to the requirement in (i) above, such shares may be pledged only if the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of this Issue. For details regarding the objects of this Issue, please refer to the section titled “Objects of the Issue” beginning on page no 68 of this Draft Red Herring Prospectus. Equity Shares held by our Promoters and offered as minimum Promoters’ contribution are free from pledge. 4. Shareholding Pattern of our Company The table below presents the shareholding pattern of Equity Shares before the proposed Issue and as adjusted for the Issue as per Clause 35 of the equity listing agreement: Name of the Company: Katha Mediatix India Limited Scrip Code: NA Name of the Scrip, class of security: - Quarter ended: NA Categ

ory Category

of Number

of Total number of shares (IV)

Number of shares held

Total shareholding as a

Shares pledged or otherwise encumbered

62

Code (I)

shareholder (II)

shareholders (III)

in dematerialised form\ (V)

percentage of total number of

shares As a

percentage of (A+B) (VI)

As a percentage of (A+B+

C) (VII)

Number of share

s (VIII)

As a percentage

(IX)=(VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

(1) Indian (a) Individual

s/ Hindu Undivided Family

8 57,25,000 49,53,468 51.00 51.00 - -

(b) Central Government/ State Government(s)

- - - - - - -

(c ) Bodies Corporate

- - - - - - -

(d) Financial Institutions/ Banks

- - - - - - -

(e) Any Other (specify)

- - - - - - -

Sub-Total (A)(1)

8 57,25,000 49,53,468 51.00 51.00 - -

(2) Foreign (a) Individual

s (Non- Resident Individuals/ Foreign Individuals)

- - - - - - -

(b) Bodies Corporate

- - - - - - -

(c ) Institutions

- - - - - - -

(d) Any Other (specify)

- - - - - - -

Sub-Total (A)(2)

- - - - - - -

Total Shareholding of Promoter and Promoter Group (A)=

8 57,25,000 49,53,468 51.00 51.00 - -

63

(A)(1)+(A)(2)

(B) Public Shareholding

(1) Institutions

(a) Mutual Funds/ UTI

- - - - - - -

(b) Financial Institutions/ Banks

- - - - - - -

(c ) Central Government/ State Government(s)

-

- - - - - -

(d) Venture Capital Funds

- - - - - - -

(e) Insurance Companies

- - - - - - -

(f) Foreign Institutional Investors

- - - - - - -

(g) Foreign Venture Capital Investors

- - - - - - -

(h) Others 1 44,00,000 - 39.20 39.20 - - Sub-Total

(B)(1) 1 44,00,000 - 39.20 39.20 - -

(2) Non Institutions

(a) Bodies Corporate

1 11,00,000 11,00,000 9.80 9.80 - -

(b) Individuals - i. Individual shareholders holding nominal share capital up to ` 1 lakh

- - - - - - -

ii. Individual shareholders holding nominal share capital in excess of `

- - - - - - -

64

1 lakh

(c ) Any Other (specify)

- - - - - - -

Sub-Total (B)(2)

1 11,00,000 11,00,000 9.80 9.80 - -

Total Public Shareholding (B)= (B)(1)+(B)(2)

2 55,00,000 11,00,000 49.00 49.00 - -

TOTAL (A)+(B)

10 1,12,25,000 60,53,468 100.00 100.00 - -

(C ) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - -

GRAND TOTAL (A)+(B)+(C)

10 1,12,25,000 60,53,468 100.00 100.00 - -

The pre issue and post issue share holding pattern of the Company is set out below:

Name of the Shareholder

Pre Issue Post Issue

Number of Equity Shares

Percentage of Equity Share

Capital

Number of Equity Shares

Percentage of Equity Share

Capital Promoter Mrs. Kajal Sen 22,31,090 19.88 22,31,090 14.65 Mr. Krishnendu Sen 21,21,591 18.90 21,21,591 13.93 Mr. Roman Sen 6,86,104 6.11 6,86,104 4.51 Mr. Romeer Sen 6,86,104 6.11 6,86,104 4.51 Total Holding of the Promoter

57,24,889 51.00 57,24,889 37.60

Promoter Group (other than Promoters) Ms. Chandana Dasgupta 27 Negligible 27

Negligible

Mr. Partha Sen 28 Negligible 28 Negligible Mr. Sanjit Sen 28 Negligible 28 Negligible Mr. Soumendu Sen 28 Negligible 28 Negligible Total Holding of the Promoter Group (other than Promoters)

111 Negligible 111 Negligible

Others (Other than the Promoter and Promoter GroupGreenfield Investments 1

44,00,000 39.20 4,400,000 28.90

Argha Capital Advisors Private Limited

11,00,000 9.80 1,100,000 7.22

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Total Holding of Others (Other than the Promoter and Promoter Group

55,00,000 49.00 5,500,000 36.12

Total 1,12,25,000 100.00 1,12,25,000 73.73 5. The average cost of acquisition per Equity Share to our Promoters is as follows:

Name of the Promoter No of Equity Shares held Average cost of acquisition price per share (in ` )

Mrs. Kajal Sen 2,231,090 4.06 Mr. Krishnendu Sen 2,121,591 3.40 Mr. Roman Sen 686,104 2.92 Mr. Romeer Sen 686,104 2.92 6. The list of our top ten Equity Shareholders and the number of Equity Shares held by them is as under: a) On the date of filing of Draft Red Herring Prospectus with SEBI is as follows: Sr. No Name of shareholder No. of Equity Shares held % of Equity Share Capital

1 Greenfield Investments 1 4,400,000 39.20 2 Mrs. Kajal Sen 2,231,090 19.88 3 Mr. Krishnendu Sen 2,121,591 18.90 4 Argha Capital Advisors Private Limited 1,100,000 9.80 5 Mr. Roman Sen 686,104 6.11 6 Mr. Romeer Sen 686,104 6.11 7 Mr. Partha Sen 28 Negligible 8 Mr. Sanjit Sen 28 Negligible 9 Mr. Soumendu Sen 28 Negligible

10 Ms. Chandana Dasgupta 27 Negligible b) Ten days prior to filing of Draft Red Herring Prospectus with SEBI is as follows:

Sr. No Name of shareholder No. of Equity Shares held % of Equity Share Capital

1 Greenfield Investments 1 4,400,000 39.20 2 Mrs. Kajal Sen 2,231,090 19.88 3 Mr. Krishnendu Sen 2,121,591 18.90 4 Argha Capital Advisors Private Limited 1,100,000 9.80 5 Mr. Roman Sen 686,104 6.11 6 Mr. Romeer Sen 686,104 6.11 7 Mr. Partha Sen 28 Negligible 8 Mr. Sanjit Sen 28 Negligible 9 Mr. Soumendu Sen 28 Negligible

10 Ms. Chandana Dasgupta 27 Negligible c) Two years prior to filing of Draft Red Herring Prospectus with SEBI is as follows:

Sr. No Name of shareholder No. of Equity Shares held % of Equity Share Capital

1 Mr. Krishnendu Sen 721,995 36.10 2 Mrs. Kajal Sen 679,995 34.00 3 Mr. Roman Sen 200,000 10.00 4 Mr. Romeer Sen 200,000 10.00

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Sr. No Name of shareholder No. of Equity Shares held % of Equity Share Capital5 Krishnendu Sen HUF 197,970 9.90 6 Ms. Chandana Dasgupta 10 Negligible 7 Mr. Partha Sen 10 Negligible 8 Mr. Sanjit Sen 10 Negligible 9 Mr. Soumendu Sen 10 Negligible

7. Save and except as mentioned below, our Company has not made any issue of Equity Shares during the preceding

one year from the date of the Draft Red Herring Prospectus. The price at which these shares have been issued may be lower than the Issue Price;

Sr. No Name of entities Date of Issue

Whether it belongs to Promoter

Group

Number of

Equity Shares

Issue Price

Reason for allotment

1 Mrs. Kajal Sen January 05, 2011

Yes 225,000 10 Further Allotment

The price at which these shares have been allotted is not indicative of the price at which shares will be issued in this Issue. 8. Our Company, Directors, Promoters, their respective directors, and the Book Running Lead Manager have not

entered into any buy-back and/or standby and/ or any similar arrangements for purchase of Equity Shares from any person.

9. Our Company, Directors, Promoters or Promoter Group shall not make any, direct or indirect, payments, discounts,

commissions or allowances under this Issue, except as disclosed in this Draft Red Herring Prospectus.

10. Our Company does not have any scheme of employee stock option or employee stock purchase. 11. None of the Equity Shares held by the Promoter are subject to any pledge as on the date of Draft Red Herring

Prospectus.

12. Our Company has not raised any bridge loans against the Net Proceeds.

13. As on the date of filing this Draft Red Herring Prospectus, there are 10 number of Equity Shareholders in our Company.

14. None of our Directors or key managerial personnel holds Equity Shares in our Company except as stated in the section titled “Our Management” beginning on page no 111 of this Draft Red Herring Prospectus.

15. None of our Promoters, Promoter Group and Directors and their relatives have purchased, sold or financed the

purchase or sale of any securities of our Company in the past six (6) months preceding the date of filing this Draft Red Herring Prospectus with SEBI.

16. Our Company has not made any public issue or rights issue of any kind or class of securities since its

incorporation.

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

18. Except, as may be disclosed above, there will be no further issue of Equity Shares, whether by way of issue of

bonus shares, preferential allotment, and rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares issued/to be issued through the Prospectus are listed or application money refunded on account of failure of Issue.

19. Our Company presently does not intend or propose to alter the capital structure for a period of six months from the

Bid/Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise. However, during such period or at a later date, our Company may issue Equity Shares or securities linked to Equity Shares to finance acquisitions, joint ventures or other arrangements,

67

subject to necessary approvals, if an opportunity of such nature is determined by our Board to be in the interest of our Company.

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

comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 21. Our Company has not issued any Equity Shares out of the revaluation reserves.

22. Except as stated in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring

Prospectus, our Company has not issued any Equity Shares for consideration other than cash. 23. Except as stated in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring

Prospectus, our Company has not made any issue of Equity Shares during the preceding one year from the date of the Draft Red Herring Prospectus.

24. The Issue is being made through the 100% Book Building Process wherein upto 50% of the Issue shall be allocated

on a proportionate basis to QIB Bidders 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. 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.

25. Under-subscription, if any, in any category, would be allowed to be met with spill-over from any other category or

combination of categories at the sole discretion of our Company in consultation with the Book Running Lead Manager.

26. An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to the minimum allotment lot and multiple of one share thereafter, while finalizing the Basis of Allotment. Consequently, the actual allotment may go up by a maximum of 10% of the Issue as a result of which, the post-issue paid up capital after the Issue would also increase by the excess amount of allotment so made. In case of oversubscription in the Issue, Allotment would be made on a proportionate basis to Bidders, in all categories. For more information, please refer to the paragraph “Basis of Allotment” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus;

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

28. As on the date of this Draft Red Herring Prospectus, there are no outstanding warrants, options or debentures or other financial instruments issued by our Company, which would entitle our Promoters or shareholders of our Company or any other person an option to receive Equity Shares of our Company. Further, there are no loans which are convertible into Equity Shares of our Company.

68

OBJECTS OF THE ISSUE The net proceeds of the Issue, after deducting the underwriting and issue management fees, selling commission and other expenses associated with the Issue (the “ ”), are estimated to be approximately ` [�]. The Net Proceeds of the Issue are proposed to be utilized by the Company for following objects: (i) Setting up of Corporate Office;

(ii) Purchase of Systems and Softwares;

(iii)Acquisition and Other Strategic Initiatives;

(iv)Augmenting Long Term Working Capital;

(v) General Corporate Purposes;

(vi)Meeting Public Issue Expenses The other objects of the issue also include creating public trading market for the Equity Shares of our Company by listing them on BSE and NSE. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities. The main objects clause of the Memorandum of Association of our Company and objects incidental to the main objects enables it to undertake its existing activities and the activities for which funds are being raised through this Issue. Further, our Company confirms that the activities it has been carrying out until now are in accordance with the objects clause of its Memorandum of Association. Proceeds of the Issue: The gross proceeds of the Issue are ` [�]. The Net Proceeds of the Issue, after deduction of any Issue expenses, are estimated to be approximately ` [�]. The details of the Net Proceeds of the Issue are summarized in the following table:

(` in lakhs) Particulars Amount

Gross proceeds of the Issue * [�] Less: Issue Expenses* [�] Net proceeds of the Issue* [�] * To be finalised upon determination of the Issue Price Fund Requirement and Mean of Finance The cost of project and means of finance as estimated by our management are mentioned below: Fund Requirement

(` in lakhs) Particulars Amount

Setting up of Corporate Office 976.25 Purchase of Systems and Softwares 404.11 Acquisition and Other Strategic Initiatives 3000.00 Augmenting Long Term Working Capital Requirement 1500.00 General Corporate Purposes [�] Public Issue Expenses [�] Total [�]

69

Means of Finance Our Company proposes to meet the above mentioned cost of project by the Net Proceeds of this Issue. The following table sets forth the proposed means of finance:

(` in lakhs) Particulars Amount

Proceeds from this Issue [�] Total [�] Our Company proposes to utilize ` [�] from Net Proceeds of this Issue towards general corporate purposes. The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. These are based on the current status of our business and are subject to change in light of variations in external circumstances or costs, or in our financial condition, business or strategy, as discussed further below. 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 requirements 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 surplus funds either due to lower utilisation than what is stated above or surplus Issue proceeds after meeting all the above mentioned objects, the same shall be utilised towards general corporate purposes. In the event that estimated utilisation out of the Net Proceeds in a Fiscal in not completely met, the same shall be utilised in the next Fiscal. Please refer to the section titled “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus. Further, in case of a shortfall in the Net Proceeds, we may explore a range of options including utilizing our internal accruals, and / or seeking additional debt from existing and future lenders. Since the entire fund requirement will be met entirely from the proceeds of this Issue, there is no requirement for any other firm arrangements of finance. Thus we are in compliance with the Regulation 4(2)(g) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, for firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised through the proposed Fresh Issue, as the same does not apply to us. Details of the objects of the Issue: The details of requirements of funds are as under: 1. Setting up of Corporate Office in Mumbai

Our Company operates through our Corporate Office situated at 4th Floor, Kailas Plaza, Fun Republic Lane, Andheri (W), Mumbai. The total area of the office space is approximately 2,070 sq. ft. saleable area and is taken on lease basis. Our Company proposes to acquire an office space of around 4,800 sq. ft. saleable area on ownership basis for setting up the Corporate Office. Our company is in the process of finalization of the location.

A. Our Company is proposing to acquire 4,800 sq. ft. saleable area of owned office space close to its current Corporate Office in Andheri, Mumbai. As per our management estimates the cost of buying a commercial office space in the said area is approximately `15,000 per sq. ft of saleable area. The estimated break-up of the expenses towards acquiring the said owned space is a below:

Sr. No Particulars Rate (`` per sq. ft.) Amount (` in lakhs) 1 4,800 sq. ft. of office space 15,000 720.00 2 Registration and Stamp Duty @ 10% - 72.00 3 VAT and service tax on first sale - 7.92

Total 799.92

As per management estimates, our Company would have a total outlay of approximately ` 799.92 lakhs towards acquiring owned office space to set up a Corporate Office.

70

2. Interior and Furnishing cost The cost of interiors for the corporate office as per estimates given by Integron Project Solutions Private Limited is estimated at ` 176.32 lakhs (` 3100 per sq. ft). The detailed break up is mentioned below:

Sr. No Particulars Name of the Supplier Quotation Date Rate (` per

sq. ft)

Total Amount for 4,800 sq. ft. area (` in

lakhs) 1 Interior works and Civil

works related to Internal works

Integron Project Solutions Private Limited

September 25, 2011

1300.00 62.40

2 Internal Plumbing works Integron Project Solutions Private Limited

September 25, 2011

100.00 4.80

3 Modular Furniture Integron Project Solutions Private Limited

September 25, 2011

500.00 24.00

4 Soft Finishing Integron Project Solutions Private Limited

September 25, 2011

100.00 4.80

5 Electrical and LV works Integron Project Solutions Private Limited

September 25, 2011

400.00 19.20

6 Loose Furniture (Chairs & Sofas)

Integron Project Solutions Private Limited

September 25, 2011

150.00 7.20

7 Low Side HVAC works Integron Project Solutions Private Limited

September 25, 2011

400.00 19.20

8 Sprinkler works Integron Project Solutions Private Limited

September 25, 2011

150.00 7.20

Total (A) 3100.00 148.80 VAT @ 12.5% on 75% of A 13.95 Service Tax @ 4.12% of A 6.13 Architects Fees @ 5% of A 7.44 Total 176.32

The total cost for setting up of corporate office including interiors and furnishing cost will be approximately ` 976.25 lakhs i.e. approximately ` 799.92 lakhs towards acquiring a corporate office and approximately ` 176.32 lakhs towards interiors and furnishing cost of the acquired office depending on the quotations-- received and as per our management estimates. 3. Purchase of Systems and Softwares As a part of our growth strategy, we propose to acquire office space in Mumbai. Our company proposes to incur a total expenditure of approximately ` 404.11 lakhs towards purchase of new systems and software i.e. Hardware, Software and Other office equipments to be installed in the corporate office. The estimates for the aforesaid costs are based on the quotations received from various vendors. We intend to purchase the following systems and software:

Sr. No Particulars Name of the Supplier Quotation Date Amount (` in lakhs)

1 Laptops; (Quantity: 17 nos.) Pioneer Office Automation September 23, 2011 7.03 2 Desktops; (Quantity: 31 nos.) Pioneer Office Automation September 23, 2011 11.32 3 External SAN Storage for daily

back up; (Quantity 1 nos.) Pioneer Office Automation September 23, 2011 6.80

4 Racks : 42 U Server (quantity 1 nos)

Pioneer Office Automation September 23, 2011 0.37

5 UPS (quantity 1 nos) Pioneer Office Automation September 23, 2011 4.11 6 Switches (quantity 3 nos) Pioneer Office Automation September 23, 2011 0.32

71

7 Jack Panels (quantity 3 nos) Pioneer Office Automation September 23, 2011 0.17 8 Patch cards Cat 6 (1 meter)

(quantity 70 nos) Pioneer Office Automation September 23, 2011 0.14

9 Patch cards Cat 6 (2 meter) (quantity 70 nos)

Pioneer Office Automation September 23, 2011 0.18

10 Firewall (quantity nos 1) Pioneer Office Automation September 23, 2011 0.26 Xerox Machine (quantity 1 nos) Pioneer Office Automation September 23, 2011 0.55

11 Lazer printer colour HP 3525N (quantity 1 nos)

Pioneer Office Automation September 23, 2011 0.76

12 Lazer printer colour HP 5200N (quantity 1 nos)

Pioneer Office Automation September 23, 2011 0.84

13 D Link wifi routers (quantity 10 nos)

Pioneer Office Automation September 23, 2011 0.33

14 Xerox machine (quantity 1 nos) Pioneer Office Automation September 23, 2011 0.55 15 Paper shredder (quantity 3 nos) Pioneer Office Automation September 23, 2011 1.59 16 Intel Based Servicer

(Development, Quality, Production, Back up); (Quantity 4 nos

Gigahertz System Private Limited

September 29, 2011 45.00

17 Laptops: iMac 21.5/ MC309 HN/A; (Quantity: 13 nos.)

Apricot Infotech September 23, 2011 8.44

18 Laptops: iMac 27/ MC814HN/A; (Quantity: 11 nos.)

Apricot Infotech September 23, 2011 10.11

19 LED Wall Size True – 25 mm Pixel Matrix 369*184 (Quantity 1 nos)

Apex Infovending September 23, 2011 25.30

20 Survillance, CCTV/Cameras & Access Controls, Biometrics for attendance capture (quantity 1 no)

Concept Equipments September 23, 2011 5.16

21 Oracle back and SAP front end lincense for 50 users, for FICO, SD, MM, Payroll (500 Employees)

ITC Infotech India Limited

September 29, 2011 110.00

22 Implementation of 6 months and 1 month of post Go-live Support

ITC Infotech India Limited

September 29, 2011 155.00

23 MCAfee Antivirus License (quantity 35 nos)

MCAfee Obtained from the Website

2.19

24 Broad band USB Dongles; (quantity 50 nos)

As per the prevailing market price

NA 1.69

25 Fax Machine; (quantity 1 nos) S.N. Telecom October 10, 2011 0.09 26 Panasonic Digital KTS 72 users;

(Quantity 1 nos) S.N. Telecom October 17, 2011 1.15

27 Sony LCD 32” (quantity 2 nos) Vijay Sales September 23, 2011 3.83 28 50” Plasma Screens for Video

Conferencing (quantity 2 nos) Vijay Sales September 23, 2011 1.38

Total 404.11 4. Acquisition and Other Strategic Initiatives We continuously evaluate inorganic opportunities that can be a strong strategic fit for our businesses, to foray into certain geographies and to consolidate our sourcing for cost savings. We seek to further enhance our position in the Outdoor Media Advertising Industry. We can access newer markets and augment our service offerings through strategic acquisitions. Towards this end, we propose to target companies that offer strong strategic fit, have expertise in the domain we operate in and have a good client base. We typically enter into non-binding letters of intent once the potential target company has been identified, evaluate the risks associated with such an acquisition and then either enter into a binding agreement with the target company or terminate the non-binding letter of intent. As of the date of this Draft Red Herring Prospectus, we have identified

72

potential targets and are in negotiations with them. However, we have not yet entered into any definitive/contractual commitment for any acquisition, investment or joint venture. We continuously monitor the Outdoor Media sector, to identify strategic opportunities that would fit with our business. Recently, we entered into the business of advertising; brand consulting, public relation consulting, film production and electronic content development, which has strong growth potential for us. We intend to identify strategic initiatives which will require additional resources towards acquiring such business (ies), investing in the related infrastructure and human resources. We, thus, intend to utilize `3000 lakhs from the proceeds of the Issue towards such acquisitions and strategic initiatives. The above amount is based on the management’s current estimates of the amounts to be utilised towards these objects considering the specifics of the recent acquisitions in the industry. The actual deployment of funds would, of course, depend on a number of factors, including the timing of acquisitions, number of acquisitions, the size of the target companies and the nature of strategic initiative. The proceeds allocated towards acquisition may not be the total value of the acquisition or cost toward strategic initiative, but may provide us with leverage to enter into binding agreements. In the event that there is a shortfall of funds required for such acquisitions and / or strategic initiatives then, such shortfall shall be met out of the amounts allocated for general corporate purposes and/or through internal accruals. In case the shortfall cannot be met through internal accruals or out of the amounts allocated for general corporate purposes then we shall borrow from the domestic/ international market and, if required, the promoters may, at their sole discretion, provide such credit enhancement to the lenders as may be mutually agreed with the lenders. In the event that there is a surplus, such amounts shall be utilised towards other objects or general corporate purposes. 5. Augmenting Long Term Working Capital Requirement The long term working capital margin requirement has been calculated on the basis of additional working capital which will be required over a period from FY 2011 to FY 2013 based on expansion plans our Company. Due to these expansion plans there will be increase in the operations of our Company and hence the requirement of working capital. We are proposing to meet our net working capital requirements to the extent of ` 1500 lakhs from the proceeds of the Issue. Our proposed Working Capital requirement and funding for the same is mentioned as under:

(` in lakhs)

Particulars Holding Levels (days)

FY 2011 Holding Levels (days)

FY 2012 FY 2013

Audited Estimated Debtors 102.87 2350.27 106.46 3,891.75 5,448.45 Advances to suppliers 678.44 746.29 820.92 Advances to staff 16.83 18.51 20.36 With Government Authorities 181.57 181.57 181.57 Other Current Assets 454.99 454.99 454.99 Total Current Assets (A) 3,682.10 5,293.11 6,926.29 Current Liabilities (other than bank borrowings working capital) 18.90 345.23 19.01 555.38 777.54

Other Current Liabilities 548.84 100.00 100.00 Total Current Liabilities (B) 894.07 655.38 877.54 Net Working Capital (A-B) 2,788.03 4,637.72 6,048.75 Working Capital Borrowings 721.40 1500.00 1500.00 Margin 2,066.62 2387.72 3048.75 Proposed Working Capital to be funded from the proceeds of the Issue

750.00 750.00

Total Requirement 1500.00 Justification for holding period levels: Debtors Debtors will be in line with the past trends of our Company and may increase

slightly due to relative increase in the business operations due to proposed expansions and acquisition planned by our Company

All the above projections are based on management estimates and have not been appraised by any bank or financial institution.

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Our Company proposes to meet the incremental margin money requirement to the extent of ` 1500.00 lakhs from the Net Proceeds of the Issue and the balance would be met out of the internal accruals of our Company. Deployment of Funds Funds Already Deployed: Our Company has deployed ` 73.02 lakhs as on September 30, 2011 towards the proposed project as certified by M/s. Gupta Saharia & Co, Statutory Auditors of our Company vide their certificate dated September 30, 2011. Year-wise Deployment of Funds

(` in lakhs)

Sr. No Particulars Already

Incurred

Estimated Deployment in

Fiscal 2012

Estimated Deployment in

Fiscal 2013 Total

1 Setting up of Corporate Office - 976.25 - 976.25 2 Purchase of Systems and Softwares - 404.11 - 404.11 3 Acquisition and Other Strategic

Initiatives - 1000.00 2000.00 3000.00

4 Augmenting Long Term Working Capital Requirement

- 750.00 750.00 1500.00

5 General Corporate Purposes - [�] [�] [�] 6 Public Issue Expenses 73.02 [�] [�] [�] Total 73.02 [�] [�] [�]

6. General Corporate Purposes We intend to use approximately ` [�] from the Net Proceeds of the Issue towards general corporate purposes. Our Board of Directors will have the flexibility in sanctioning the utilization of these proceeds for general corporate purpose including assessment of new opportunities, expansion of our operations domestically, and / or internationally through the organic / inorganic route and other strategic initiatives. Our Board of Directors will review various requirements from time to time and in response to the competitive and dynamic nature of the industry, our management will have the discretion to revise our Company’s business plan from time to time. To the extent that we seek to advance on any of the above mentioned fronts, we will utilize part of the funds raised in this Issue towards this purpose. In the interim, if opportunities for inorganic growth or any other strategic initiatives arise these funds will be utilized for the said initiatives. 7. Public Issue Expenses The expenses of this Issue include, among others, lead management fees, printing and distribution expenses, legal fees, advertisement cost, registrar fees, depository charges and listing fees. The total Issue expenses are estimated to be approximately `[�] as per the following break-up:

(` in lakhs)

Issue Expenses Expenses Percentage of

the Issue Expenses

Percentage of the Issue Size

Lead Management fees [�] [�] [�] Registrar to the issue [�] [�] [�] Bankers to the Issue [�] [�] [�] Underwriting commission, brokerage and selling commission [�] [�] [�] SCSB’s Commission [�] [�] [�] Advertising and marketing expenses [�] [�] [�] Printing and stationery [�] [�] [�] Others (Monitoring agency fees, legal fee, listing fee, etc) [�] [�] [�] Total estimated Issue expenses [�] [�] [�] 8. Interim Use of Net Proceeds

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Pending utilization of the funds, the management of our Company, in accordance with policies established by our Board from time to time, will have flexibility in deploying the Net Proceeds. Pending utilisation for the purposes described above, our Company intends to temporarily invest the funds in high quality interest / dividend bearing liquid instruments including money market mutual funds, deposits with banks for the necessary duration and other investment grade interest bearing securities, as may be approved by the Board of Directors or a committee thereof. Such transactions would be at the prevailing commercial rates at the time of investment. Our Company confirms that pending utilization of the Issue proceeds; it shall not use the funds for any investments in the equity markets. 9. Monitoring of utilisation of funds Our Board will monitor the utilization of the Issue proceeds. The Board shall disclose the details of the utilization of the Issue proceeds, including interim use, under a separate head in our financial statements for all such proceeds of the Issue that have not been utilized, specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the disclosure requirements of our listing agreements with the Stock Exchanges. Our Company will indicate investments, if any, of unutilized proceeds of the Issue in the Balance Sheet of our Company for the relevant Financial Years subsequent to the 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 proceeds of the Issue. 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 proceeds of the Issue have been utilised in full. The statement will be certified by the statutory auditors of our Company. In addition, the report submitted by the monitoring agency will be placed before the Audit Committee of our Company, so as to enable the Audit Committee to make appropriate recommendations to the Board of Directors of our Company. Further, we shall, on a quarterly basis, prepare a statement indicating material deviations, if any, in the use of Issue proceeds. Such statement shall be furnished to the Stock Exchanges along with the interim and / or annual financial statements and shall be published in the newspapers simultaneously with the interim or annual financial results, after placing it before our Audit Committee. Other confirmations No part of the proceeds from the Issue will be paid by our Company as consideration to our Promoters, Directors, Promoter Group or key managerial personnel, except in the normal course of our business.

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BASIC TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, the SCRR, the Memorandum and Articles of Association of our Company, conditions of RBI approval, if any, the terms of this Draft Red Herring Prospectus, Red Herring Prospectus, the Prospectus, Bid-cum-Application Form, ASBA Bid-cum-Application Form, the Revision Form, the Confirmation of Allocation Note (“CAN”) and other terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that may be executed in respect of this Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to this Issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC, FIPB and/ or other authorities, as in force on the date of this Issue and to the extent applicable. Authority for the Issue Our Board of Directors have, pursuant to a resolution passed at its meeting held on July 28, 2010 authorized the Issue, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, 1956 at the Extra-ordinary General Meeting of shareholders held on August 25, 2010. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of our Memorandum and Articles of Association and shall rank pari passu in all respects with the other existing Equity Shares of our Company including in respect of the rights to receive dividends. The Allotees of the Equity Shares in this Issue shall be entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to the section titles “Main Provisions of the Articles of Association of our Company” beginning on page no 234 of this Draft Red Herring Prospectus. Mode of Payment of Dividend We shall pay dividend to our Shareholders as per the provisions of the companies Act and our Articles of Association. Sharing of Expenses Except for the listing fees and non-statutory advertisement and marketing expenses, which will be borne by our Company, expenses relating to the Issue will be borne by our Company in proportion of the Equity Shares contributed to the Issue. For further details in this regard, please refer chapters titled ”Other Regulatory and Statutory Declarations Issue Related Expenses” Objects of the Issue” and and 68, respectively of the Draft Red Herring Prospectus. Face Value and Price Band/ Issue Price The Equity Shares with a Face Value of ` 10 each are being issued in terms of this Draft Red Herring Prospectus at a Price Band of ` [�] to ` [�] per Equity Share. At any given point of time there shall be only one denomination of Equity Shares, subject to applicable laws. The Face Value of the Equity Shares is ` 10 each and the Floor Price is [�] times of the face value and the Cap Price is [�] times of the face value. Compliance with SEBI ICDR Regulations Our Company shall comply with all requirements of the SEBI(ICDR) Regulations. Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity shareholders shall have the following rights: Right to receive dividend, if declared;

� Right to attend general meetings and exercise voting rights, unless prohibited by law; � Right to vote on a poll either in person or by proxy;

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� Right to receive offer for rights shares and be allotted bonus shares, if announced; � Right to receive surplus on liquidation subject to any statutory and preferential claim being satisfied; � Right of free transferability subject to applicable law, including any RBI rules and regulations; and � Such other rights, as may be available to a shareholder of a listed Public Limited Company under the

Companies Act, the terms of the listing agreements with the Stock Exchange(s) and the Memorandum and Articles of Association our Company.

For a detailed description of the main provisions of the Articles of Association relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer chapter titled Main Provisions of Articles of Association [�] of the Draft Red Herring Prospectus. Market Lot and Trading Lot Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the trading in the Equity Shares shall only be in dematerialized form for all investor. Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in multiple of one Equity Share to the successful Bidders, subject to a minimum allotment of [�] Equity Shares. For details of allocation and allotment, please refer to the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus. Jurisdiction Exclusive Jurisdiction for the purpose of this issue is with the competent courts/authorities in Mumbai. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship. Nomination Facility to the Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares transmitted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Freshnomination can be made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of our Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either:

� To Register himself or herself as the holder of Equity Shares; or � To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with.

Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make a separate nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant.

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Minimum Subscription If our Company does not receive the minimum subscription of 90% of the offer through the offer document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith refund the entire subscription amount received. Our Company shall ensure that refund instructions are given to the Refund Banker or the SCSBs, as applicable, within 12 Working Days of the Bid Closing Date. Our Company agrees that it shall pay interest at the rate of 15% per annum if the refund orders have not been dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the Bid Closing date. If the number of allottees in the proposed Issue is less than 1,000 allottees, we shall forthwith refund the entire subscription amount received. If there is a delay beyond 12 Working Days after we become liable to pay the amount, we shall pay interest at the rate of 15% per annum for the delayed period. If at least 50% of the Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. For further details please refer to to the Chapter titled “Terms of the Issue” begininig on page no. 190 of the Draft Red Herring Prospectus. The Equity Shares have not been and will not been registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,except in compliance with the applicable laws of such jurisdiction. Arrangement for disposal of Odd lots Since, Our Equity Shares will be traded in dematerialized form only; the marketable lot is one (1) Equity Share. Therefore, there is no possibility of any odd lots. Restrictions, If any transfer and Transmission of Equity Shares Except for lock in of the pre-issue equity shares and promoter’s contribution lock in the issue as detailed in the chapter titled “Capital structure” on page no 56 of the Draft Red Herring Prospectus, and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares and on their consolidation/splitting except as provided in the Articles of Association. For details, please refer to the chapter titled “Main Provisions of the Articles of Association of our Company” on page no. 234 of the Draft Red Herring Prospectus.

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BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company in consultation with the Book Running Lead Manager on the basis of the assessment of market demand for the offered Equity Shares by the Book Building Process. The face value of the Equity Shares of our Company is `10 each and the Issue Price is [�] times of the face value at the lower end of the Price Band and [�] times the face value at the higher end of the Price Band. Investors should review the entire Draft Red Herring Prospectus, including the sections “Risk Factors”, “Industry Overview”, “Business Overview” and “Financial Statements” beginning on page nos 11, 86, 95 and 138 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: a. Unique Business Model b. Wide range of services c. Early Mover advantage d. Nurturing client relationship e. In depth understanding of client requirements f. Product and services mix g. Strong existing customer base h. Experienced and dedicated management team For more information, please refer to sections titled “Business Overview” and “Risk Factors” beginning on page nos 95 and 11 respectively, of this Draft Red Herring Prospectus. Quantitative Factors The information presented in this section for the years ended March 31, 2011, 2010 and 2009 is derived from our audited restated financial statements prepared in accordance with Indian GAAP. Investors should evaluate our Company taking into consideration its earnings and based on its growth strategy. Some of the quantitative factors, which form the basis for computing the price, are as follows: 1. Weighted Average Earnings Per Share (“EPS”)

Particulars Earnings Per Share

(Face Value `10 per share ) ` Weight

Year ended March 31, 2009 0.02 1 Year ended March 31, 2010 3.55 2 Year ended March 31, 2011 7.58 3 Weighted Average 3.79 As on June 30, 2011 3.05 EPS has been calculated by dividing the net profit after tax, as restated, attributable to equity shareholders by the weighted average number of Equity Shares outstanding as on the date. 2. Price Earnings ratio (“P/E Ratio”) in relation to the Issue price of ` [�] per share a. P/E based on Basic and Diluted EPS for the year ended March 31, 2011:

Particulars P/E at the lower end of Price band (no of times)

P/E at the higher end of Price band (no of times)

Based on the EPS of 7.58 for FY 2011

[�] [�]

b. Peer Group There are no comparable listed companies with the same business as our Company and hence industry PE is not available. 3. Return on Average Net Worth (RONW)

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As per restated Indian GAAP fiancials:

Financial Period Return on Net Worth (%) WeightYear ended March 31, 2009 0.25 1 Year ended March 31, 2010 35.03 2 Year ended March 31, 2011 41.57 3 Weighted Average 32.50 As on June 30, 2011 15.02 RONW has been calculated by dividing net profit after tax, as restated, by the Net Worth as restated at the end of the year. 4. Minimum Return on Increased Net Worth Required to Maintain Pre-Issue EPS The minimum return on Total Net Worth after Issue required to maintain pre-Issue Basic EPS for the year ended March 31, 2011 is [�] and as on June 30, 2011 [�]

5. Net Asset Value (NAV) per Equity Share

Net Asset Value per Equity Share as on March 31, 2011 is `17.23 as on June 30, 2011 is `20.28 a. NAV per Equity Share after the Issue is ` [�]

b. Issue Price per Equity Share is ` [�]

c. NAV per Equity Share for the years ended March 31, 2009, 2010 and 2011is as follows:

Financial Period Net Asset Value per Equity Share (`` ) Weight

Year ended March 31, 2009 18.11 1 Year ended March 31, 2010 27.88 2 Year ended March 31, 2011 17.23 3 Weighted Average 20.93 As on June 30, 2011 20.28 NAV has been calculated by dividing the net worth, as restated, by the number of Equity Shares outstanding at the end of the year. 6. Comparison with Industry Peers

As our Company is one of the organized players in the outdoor media advertising industry and since there are no Indian listed entities, there are no comparable figures available with us. The details on the comparison of accounting ratios of our Company with other listed entities has not been given as our Company offering a diverse suite of services including hoardings, advertising, brand consulting, public relation services etc. and there are no listed peers in the same line of business. The Issue Price of `[�] per Equity Share has been determined by our Company in consultation with the Book Running Lead Manager on the basis of the demand from investors for the Equity Shares through the Book Building Process. The Book Running Lead Manager believes that the Issue Price of ` [�] is justified in view of the above qualitative and quantitative parameters. Prospective investors should also review the entire Draft Red Herring Prospectus, including, in particular the sections titled “Risk Factors”, “Business Overview” and “Financial Statements” beginning on page nos 11, 95 and 138 respectively, of this Draft Red Herring Prospectus to have a more informed view.

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STATEMENT OF TAX BENEFITS

To The Board of Directors, Katha Mediatix India Limited, 31, Chandragupta Estate, New Link Road, Andheri (West), Mumbai 400 053 Dear Sirs,

Sub. : Statement of possible Tax Benefits We hereby report that the enclosed annexure states the possible tax benefits available to M/s Katha Mediatix India Limited (the ‘Company’) and its shareholders under the provisions of the Income tax Act, 1961 and other direct tax laws presently in force. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed below are not exhaustive. This statement 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. 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 met with. The contents of the annexure are based on information, explanation and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. The views are exclusively for the use of Katha Mediatix India Limited. We shall not be liable to Katha Mediatix India Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. For Gupta Saharia & Co. Chartered Accountants Sd/- Mr. Pawan Gupta Partner Membership No.: 071471 Firm Registration No.: 103446W Peer Review No.: 03845 Date: June 30, 2011 Place: Mumbai

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STATEMENT OF POSSIBLE TAX BENEFITS UNDER THE INCOME TAX ACT, 1961 (“THE ACT”) AVAILABLE TO KATHA MEDIATIX INDIA LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS A. TO COMPANY

I. SPECIAL TAX BENEFITS There are no special benefits accruing to the company.

II. GENERAL TAX BENEFITS 1. As per Section 10(34) of the Act, income earned by the Company by way of dividend income from another

domestic company referred to in section 115-O of the act is exempt from tax.

2. As per section 10(35) of the Acts, the following income will be exempt from tax in the hands of the Company:

a. Income received in respect of the units of a Mutual Fund specified under section 10(23D); 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:

3. Long term capital gains on listed securities under Section 10 (38) of the Act - Long term capital gain arising from

sale of listed Equity Shares or units of an equity oriented fund through a recognized stock exchange will not be subject to capital gains tax, provided the applicable Securities Transaction Tax i.e. at the rate of 0.125 % on the transaction value is paid by the Company and the transaction of such sale is entered into on or after June 01, 2006.

4. Under section 32 of the Act, the Company is entitled to claim depreciation subject to the conditions specified

therein, at the prescribed rates on its specified assets used for its business.

5. Deduction of preliminary expenses under section 35D of the Act - The Company will be entitled to a deduction of one fifth of the preliminary expenses incurred for the issue of shares for a period of five years beginning with the year in which the Company expands its current industrial undertaking. The amount of deduction is limited to five percent of the cost of the project/ capital employed in the business.

6. As per section 54EC of the Act 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 Act) arising on the transfer of a long-term capital asset will be exempt from tax if the capital gains are invested in a “long term specified asset” within a period of six months after the date of such transfer, subject to the limit of Rupees Fifty lakhs in a year.

7. Short term capital gains on Equity Shares under section 111A – Any short term capital gains arising to the company from the sale of equity share in a company or unit of an equity oriented fund on a recognized stock exchange will be subject to tax only at a rate of 15% (plus applicable surcharge & education cess) provided the applicable Securities Transaction Tax i.e. at the rate of 0.125 % on the transaction value is paid by the Company. Other short term capital gains would be taxed at the rate of 30 % (plus applicable surcharge & education cess).

8. Long term capital gains under section 112 of the Act – Long term capital gains arising from the sale of an asset to the Company shall be subject to tax 20 % (plus applicable surcharge/ education cess). In case of long term capital gains on transfer of listed securities outside the stock exchange, tax shall be calculated @ 20 % (plus applicable Surcharge & education cess) on gain after indexation benefit as provided in the second proviso to Section 48. The amount of such tax should however be limited to 10 %( plus applicable Surcharge & education cess) without indexation, at the option of the Share holder. For this purpose, Indexation Benefit would mean the substitution of cost of acquisition / improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from time to time.

9. The amount of tax paid under section 115 JB by the Company for any assessment year beginning on or after 1st April, 2010 will be available as credit to the extent specified in section 115 JAA for ten years succeeding the assessment year in which MAT credit becomes allowable in accordance with the provisions of Section 115 JAA.

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B. TO MEMBERS

I. SPECIAL TAX BENEFITS There are no special benefits accruing to the members.

II. GENERAL TAX BENEFITS

(A) Resident Members

1. As per section 10(34) of the Act, income earned by the resident member by way of dividend income from the domestic company referred to in section 115-O of the act is exempt from tax.

2. As per section 10(38) of the Act, long term capital gains arising to the resident member from the transfer of a 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 such members.

3. Short term capital gains on Equity Shares under section 111A – Any short term capital gains arising to the

resident member from the sale of equity share in a company or unit of an equity oriented fund on a recognized stock exchange will be subject to tax only at a rate of 15% (plus applicable surcharge & education cess) provided the applicable Securities Transaction Tax i.e. at the rate of 0.125 % on the transaction value is paid by the Company. Other short term capital gains would be taxed at the rate of 30 % (plus applicable surcharge & education cess).

4. As per section 54EC of the Act 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 Act) arising on the transfer of a long-term capital asset will be exempt from tax if the capital gains are invested in a “long term specified asset” within a period of six months after the date of such transfer, subject to the limit of Rupees Fifty lakhs in a year.

5. As per the provisions of section 54F of the Act, 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 will be exempt from tax if the net consideration is utilized, 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 yea`

(B) Non-Resident Indian Members

1. As per section 10(34) of the Act, income earned by way of dividend income from the domestic company referred to in section 115-O of the act is exempt from tax.

2. As per section 10(38) of the Act, long term capital gains arising from the transfer of a 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.

3. As per section 111AE of the Act, short term capital gains arising from the sale of equity shares or units of an equity oriented mutual fund transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15%.

4. Capital Gains Tax-options available under the Act - A non resident has the option to be governed by the special provisions of Chapter XII-A of the Act or the normal provisions of the Act. The normal provisions of the Act for the capital gains in relation to sections 111A, 112 and 10(38) as discussed in clause (h) to (j) under section A of “Company” apply to the non residents also. Further, proviso to section 48 of the Act provides that where a non resident purchases shares or debentures of an Indian Company in foreign currency, the capital gains would be computed in such foreign currency and will then be reconverted into Indian currency and be taxed @ 10% (plus applicable surcharge & education cess) .

As mentioned above a non resident may opt for the special provisions described in chapter XII-A (sections 115C to 115H) of the Act for computing his/her capital gains tax liability. These provisions are discretionary for the non resident and a non resident may elect not to be governed by them. The benefits available under this chapter to a non resident are set out below:

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� As per the provision of Section 115D read with Section 115E of the Act, long term capital gains arising on transfer of an Indian company’s shares will be subject to tax at the rate of 10% (plus applicable surcharge & education cess), without indexation benefit.

� As per the provisions of Section 115F of the Act, gains arising on transfer of a long term capital asset being shares in an Indian company shall not be chargeable to tax if the entire net consideration received on such transfer is invested within six months in any specified asset or savings certificates referred to in Section 10 (4B) of the Act. However, the specified asset or the savings certificate in which the investment has been made should not be transferred for a period of three years from the date of investment otherwise the amount of capital gains 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.

� As per the provisions of Section 115G of the Act, non-resident Indians are not obliged to file a return of income under Section 139(1) of the Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income.

5. As per the first proviso to section 48 of the Act, in case of a non resident shareholder, the capital gain/loss

arising from transfer of shares of the Company, acquired in convertible foreign exchange, will 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.

6. As per section 54EC of the Act 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 Act) arising on the transfer of a long-term capital asset will be exempt from tax if the capital gains are invested in a “long term specified asset” within a period of six months after the date of such transfer, subject to the limit of Rupees Fifty lakhs in a year.

7. As per the provisions of section 54F of the Act, 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 will be exempt from tax if the net consideration is utilized, 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 yea`

8. In accordance with section 115E, income from investment or income from long- term capital gains on transfer of assets other than specified asset shall be taxable at the rate of 20%. Income by way of long term capital gains in respect of a specified asset (as defined in section 115C (f) of the act), shall be chargeable at 10%.

9. In accordance with section 115F, subject to the conditions and to the extent specified therein, long-term capital gain arising from transfer of shares of the company acquired out of convertible foreign exchange, and on which securities transaction tax is not payable, shall be exempt from capital gains tax, if the net consideration is invested within six months of the date of transfer in any specified asset.

10. In accordance with section 115G, it is not necessary for a Non resident Indian to file a return of income under section 139(1), if his total income consists only of investment income earned on shares of the company acquired out of convertible foreign exchange or income by way of long term capital gains earned on transfer of shares of the company acquired out of convertible foreign exchange, and the tax has been deducted at source from such income under the provisions of Chapter XVII-B of the Income-tax Act.

11. In accordance with section 115-I, where a Non Resident Indian opts not to be governed by the provision of

chapter XII-A for any assessment year, his total income for that assessment year (including income arising from investment in the company) will be computed and tax will be charged according to the other provisions of the Income-tax Act.

12. As per section 115H of the Act, where a 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 Act to the effect that the provisions of Chapter XII-A 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.

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13. 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 has fiscal domicile. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the non-resident.

(C) Foreign Institutional Investors (FII’s)

1. As per section 10(34) of the Act, income earned by way of dividend income from the domestic company

referred to in section 115-O of the act is exempt from tax.

2. As per section 10(38) of the Act, long term capital gains arising from the transfer of a 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.

3. As per section 115AD read with section 111A of the Act, short term capital gains arising from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15%.

4. As per section 115AD of the Act, FIIs will be taxed on the capital gains that are not exempt under the provisions of section 10(38) of the Act at the following rates:

Nature of income Rate of tax (%)Long term capital gains 10 Short term capital gains (other than referred to in section 111A)

30

In case of long term capital gains, (in cases not covered under section 10(38) of the Act), the tax is levied on the capital gains computed without considering the cost indexation and without considering foreign exchange fluctuation.

5. 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 has fiscal domicile. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.

6. As per section 54EC of the Act 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 Act) arising on the transfer of a long-term capital asset will be exempt from tax if the capital gains are invested in a “long term specified asset” within a period of six months after the date of such transfer, subject to the limit of Rupees Fifty lakhs in a year.

(D) Mutual Funds

As per section 10(23D) of the Act, 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.

(E) Venture Capital Companies / Funds As per section 10(23FB) of the Act, all Venture Capital Companies/Funds registered with the Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on their entire income, including income from sale of shares of the company. However, under section 115U of the Act, income received by a person out of investment made in a venture capital company or in a venture capital fund will be chargeable to tax in the hands of such person.

UNDER THE 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 are not liable to wealth tax.

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UNDER THE GIFT TAX ACT, 1958 Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares will not attract gift tax. NOTES: (i) In the above statement only basic tax rates have been enumerated and the same is subject to surcharge and

education cess, wherever applicable.

(ii) 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.

(iii) All the above benefits are as per the current tax laws (including amendments made by the Finance Act, 2010), legislation, its judicial interpretation and the policies of the regulatory authorities are subject to change from time to time, and these may have a bearing on the benefits listed above. Accordingly, any change or amendment in the law or relevant regulations would necessitate a review of the above.

(iv) Several of these benefits are dependent on the company and its shareholders fulfilling the conditions prescribed under the provisions of the relevant sections under the relevant tax laws.

(v) This statement is only extended 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 tax consequences, being based on all the facts, in totality, of the investors, each investor is advised to consult his/her/its own tax advisor with respect to specific tax consequences of his/her/its investments in the shares of the Company.

(vi) All the above tax benefits will be available only to the sole / first named holder in case the shares are held by joint holders.

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SECTION V - ABOUT OUR COMPANY

INDUSTRY OVERVIEW This Draft Red Herring Prospectus includes summaries of or quotes information set forth in the report “Outdoor Advertising, November 2010” dated as of November, 2010, prepared by CRISIL Limited (the “CRISIL Report”) that was commissioned by us for purposes of this Draft Red Herring Prospectus. CRISIL Limited is an independent, integrated research consultant. CRISIL Limited's research was undertaken through secondary research obtained from various sources within the various industries. Secondary research involved reviewing company reports, independent research, analyses, data and opinions of industry experts as well as CRISIL Limited's own information archives. The CRISIL Report was drafted based on the information CRISIL Limited deemed reasonable. Disclaimer by CRISIL Limited in connection with the CRISIL Report: “CRISIL limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/ reproduced in any form without CRISIL’s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research.” We have not commissioned any reports for purposes of this Draft Red Herring Prospectus other than the CRISIL Report. Except for the CRISIL Report, market and industry related data used in this Draft Red Herring Prospectus has been obtained or derived from publicly available documents and other industry sources. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. MEDIA SECTOR - REVIEW AND OUTLOOK After facing a tough patch in 2009, Media and entertainment industry has recovered with advertising budgets back on track. The first half of 2010 witnessed a healthy growth in advertising as well as subscription revenues. Advertisers across the board leveraged on the popularity of IPL and innovated with brand advertisements. Publishers are also swiftly moving and focusing on subscription growth from regional market. CRISIL Research expects Media and Entertainment industry to grow at about 15 per cent in 2010 at clock revenues of about `700 billion. Television and Print advertising accounts for around 87 per cent of the total advertisement revenues. In the TV space, the ad revenues declined by around 10-12 per cent in the first half of 2009-10 and started a slow recovery from festival season in October. Broadcasters are increasingly innovating with the content and the growing popularity of the dance and music based reality shows and sporting events like FIFA world cup will aid advertising growth. TV players like Zee, Multi Screen Media (Set Max), Sun TV Network have increased their ad rates by 15-20 per cent on the back of recovery in demand from advertise` Ad revenue y-o-y growth - Zee Entertainment Enterprises Ltd. (ZEEL) and Zee news Ltd.

Source: Company reports

-20%

-10%

0%

10%

20%

30%

40%

50%

Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10

2008-09 2009-10

In the print segment, we expect vernacular language newspapers to drive subscription growth, as publishers increasingly explore and penetrate in the regional market. Since October 2009, publishers have started increasing the

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advertising rates by around 12-15 per cent especially for colour display advertisements. This will help drive the blended advertising rates for the sector. Ad revenue y-o-y growth - Jagran Prakashan and H T Media

Source: Company reports

0%

5%

10%

15%

20%

25%

Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10

2008-09 2009-10

Going forward, we expect this momentum to continue as we see demand revival from key verticals viz BFSI, telecom and media companies. Over the next two years, we expect advertising spends to grow by a 15 per cent CAGR driven by sectors such as telecom, FMCG and automobiles, which are expected to continue to advertise heavily. Further, growth would be driven by: � Entry of new telecom players, launch of 3G services, implementation of MNP services � Broadcasters innovating would result in increased programme loyalties and hence premium advertising rates � Sporting events like Commonwealth Games, FIFA world cup � Spends from newer verticals like education. � Higher competition to lead to increased advertising outlay to reach the same set of audience. Ad spends to grow at 15 per cent y-o-y in 2010

Source: CRISIL Research

200231 240

276

32023%

15%

4%

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2007 2008 2009 2010P 2011P

Rs b

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Ad spends (LHS) Ad spends growth

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OUTDOOR ADVERTISING INDUSTRY – REVIEW AND OUTLOOK Outdoor advertising – A brief introduction Outdoor advertising in India accounted for only 4.4 per cent of the overall advertising spend in 2009 as against 7 per cent in 2008. The Indian media industry went through a downturn in 2009 with sectors across the board tightening their discretionary spend; resulting in a steep decline in advertising spends. While the established and organised players in the television and print media showed some resilience, the economic slowdown had a sharper impact on the outdoor media space. The unorganised and fragmented nature of the industry coupled with absence of measurement tools to gauge the effectiveness of OOH advertising worked against the medium during the downturn. Going forward, we expect the outdoor industry to recover as advertising spends revive, driven by the entry of new telecom players, expansion of existing ones, launch of new automobile models and IPOs coming back on track. CRISIL Research projects outdoor revenues to grow by 15 per cent CAGR between 2009 and 2011. What makes outdoor medium lucrative is its inherent strength of visibility. With more number of people spending more time travelling, this medium is increasingly becoming popular, as can be seen from the recent fleet of investments in this space. Outdoor advertising or ‘out-of-home’ (OOH) advertising industry in India encompasses the following formats for display: � Billboards: These are large standardised outdoor advertising format. They include street hoardings, Unipoles, and

digital screens (LEDs and LCDs). The standard billboard size is 40’X20’.

� Street furniture: This format of outdoor advertisement includes advertisements on bus shelters and other public utilities like signages, public toilets, lamp posts, telephone booths and litter bins.

� Transit: It is an outdoor format that is either displayed on moving vehicles or placed in common areas of transit. Advertisements displayed in airports, railway stations and buses are covered under this category.

� Alternatives: Alternative medium of outdoor advertisements includes all other innovative ways of display viz balloons, vending cart umbrellas etc.

Globally, outdoor advertising is estimated to account for about 6 per cent of total advertising spends. This number varies across countries. For example, in the UK and Australia, about 9-10 per cent of annual advertising spends goes towards outdoor formats. Figure 5: India advertising spend mix – 2009

Radio, 4.0%

Outdoor, 4.5%

Others, 3.4%

Television, 45.7%

Print, 42.4%

Note: Others include digital and films Source: CRISIL Research

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Billboard advertising dominates the Indian market Billboards, either standalone displays or on buildings, are the most prevalent form of outdoor advertising in India, accounting for nearly 60 per cent of the total OOH share as against the worldwide average of 48 per cent. The large share of billboard advertising is driven by the abundant supply of this format. As compared to transit or street furniture, billboards have relatively low entry barriers, license fees and capital requirements. This has resulted in a glut of billboards, a large portion of which (about 70 per cent) are concentrated in the tier 2 and tier 3 towns and cities. Figure 6: Worldwide outdoor spend mix – 2009

Transit, 22%

Alternatives, 2%

Billboards, 48%

Street furniture, 28%

Source: CRISIL Research

Figure 7: India outdoor spend mix – 2009

Transit, 22%

Alternatives, 2%

Billboards, 60%

Street furniture,

16%

Note: Alternatives include digital signages and TV Source: CRISIL Research

Within a city, the cost of advertising on a billboard varies significantly across regions, even for a similarly sized billboard, depending upon the perception of the demographic profile. For example, a 40’X20’ billboard in Andheri (Western suburbs, Mumbai) might cost about `5 lakhs per month whereas a similar display might cost about `15 lakhs on Marine Drive (South Mumbai). Similarly, advertising rates across the country also vary widely. Mumbai, for example, is estimated to command a premium of 4X over Hyderabad for a similarly sized billboard display. Hence, a player owning billboards in premium locations of tier 1 cities enjoys a competitive advantage over others. Outdoor industry to grow at a healthy 15 per cent CAGR We expect the outdoor industry to recover as advertising spends revive, driven by the entry of new telecom players, expansion of existing ones, launch of new automobile models and IPOs coming back on track. CRISIL Research projects outdoor revenues to grow by 15 per cent CAGR between 2009 and 2011. Growth drivers of OOH media:

� Improved infrastructure – Modernisation of airports, launch of metro train services and upgradation and repair of

public utilities will add to more aesthetic display space

� Increased spend by verticals such as telecom, BFSI and media

� Development of outdoor measurement tools such as the Indian Outdoor Survey

Figure 8: 18.5 per cent CAGR seen in the past

Figure 9: Outdoor advertising to grow at 15 per cent CAGR

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8

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2005 2006 2007 2008

(Rs

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18.5% CAGR

Source: CRISIL Research

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Revenues (LHS) Per cent growth

Source: CRISIL Research

During 2005-2008, the outdoor advertising market in India grew at a CAGR of 18.5 per cent and stood at about `14 billion in 2008. This growth was marginally slower than the overall media industry, which saw a growth of about 20 per cent during the same period. Growth in the outdoor advertisement space was driven by the following factors: � Considerable interest from sectors such as telecom (mobile service operators), real estate and media (television

broadcasting and films)

� Improvement in infrastructure (airports, roads, metro railways)

� Inflow of large investments into outdoor advertising companies

On the downside, outdoor advertising space in India is plagued by the following inefficiencies:

� Lack of a nationwide uniform code of regulations. Taxes and regulations vary from city to city, with various authorities handling sub regions

� Low entry barriers, which results in a large pool of sub-par display space

� Lack of adequate research and measurement tools to quantify the return on investments Top verticals expected to invest in smaller towns and cities Currently, the top 10 cities account for around 80 per cent of the outdoor revenues, with Mumbai and Delhi alone accounting for around 45 per cent. Going forward, we expect top verticals viz telecom, BFSI, media, FMCG and consumer durables to increasingly explore opportunities in smaller towns and cities (tier 2 and tier 3 cities). This is expected to take the share of smaller towns and cities from 20 per cent in 2008 to 22 per cent in 2011. Further, we also expect increased outdoor spend by growing verticals like education.

Table 1: Vertical mix – 2008 Top five verticals Per cent Telecom 20-25 BFSI 10-12 Media 8-10 FMCG 7-8 Consumer durables 5-6 Source: CRISIL Research

Table 2: Vertical mix – 2011 Top five verticals Per cent Telecom 20-22 BFSI 12-15 Media 8-10 FMCG 5-7 Consumer durables 5-6 Source: CRISIL Research

Figure 10: City-wise share, 2008 Figure 11: City-wise share, 2011

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Mumbai44

Delhi23

Bangalore15

Kolkatta9

Hyderabad9

(per cent)

Source: CRISIL Research

Delhi23

Mumbai39

Bangalore19

Kolkatta10

Hyderabad9

(per cent)

Source: CRISIL Research

With improvements in infrastructure like building of new airports, expansion of existing ones, and better road and rail transport with flyovers and metro rail systems, the avenues for displaying an advertisement are set to increase significantly. In the coming 2-3 years, while the outdoor advertising industry grows in size, we expect the following trends to shape the industry: Players with larger reach to have an edge Currently, outdoor advertising in India is used for a short period of time to reinforce the TV and print advertisement campaign as high fragmentation in the industry makes it harder for an advertiser to plan and execute an effective campaign. Nationwide campaigns require even a large OOH player to collaborate with smaller local operator Hence, players with larger presence across country (either through owned property or through tie-ups), especially in tier 2 and tier 3 cities, would be preferred by clients. Competition from international operators will also force large Indian outdoor advertisers to look at consolidating their display offerings. Shift from fixed license fees to revenue sharing model License fees are typically fixed for a period of 3 years in the billboards space, 7 years in street furniture space and 3 years in transit (airport) space. Aggressive bidding in anticipation of healthy revenues (backed by investments from private equity firms) followed by a slowdown (from October 2008) has severely impacted media owner Consequently, we expect the industry to gradually shift from fixed license fees model to revenue sharing model, especially in transit space. Outdoor measurement tools to bring in credibility Closer home, Hansa Research has recently initiated the Indian Outdoor Survey in the cities of Mumbai and Delhi to evaluate the returns generated by outdoor advertising. This shall enable an advertiser to gauge the audience that his campaign might permeate and influence, not leaving him to rely solely on first hand knowledge of the target markets and advertising locations as credible inputs to plan a campaign. Internationally, there are measurement tools such as the ‘POSTAR’ (poster audience research) in the UK, which carry out studies on the basis of vehicular and pedestrian traffic counts and visibility of the display space and provide estimates of geographic cover and frequency of the campaign. Incipient signs of structural changes to bring in systemic efficiency In India, outdoor media is highly fragmented and unorganised with the presence of a large number of players having anywhere between 10-50 sites. Herein, there are 10-15 organised players (with 500 or more displays and presence in metros and other cities) and another 170-200 sizeable players (with 200 or more displays and presence in more than one city) accounting for 40 per cent of the industry revenues. Low entry barriers and high return on investment during period of economic boom (discussed in the profitability analysis segment) have aroused significant interest in this segment. However, lack of uniform supply of displays is a hindrance to using outdoor as a medium for national campaigns. Additionally, the absence of uniform regulations makes outdoor advertising in India very geography-specific.

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However, over the last few years, several multinationals like JC Decaux and Clear Channel among others have entered India bringing with them considerable amount of international expertise and best practices. Along with well funded organised players like Times Innovative Media (Times OOH), Jagran Engage and Reliance ADAG, these players are expected to slowly change the outdoor landscape by infusing professionalism and structure into this largely unorganised industry. Some leading Indian players have also begun to go global, Laqshya Media being one such example. Chart 2: Player profile Global players Property owned in India J C Decaux New Delhi BQS, Mumbai Gantries Clear Channel DMRC, Mumbai Gantries Indian players Times OOH MIAl,DIAL,BQS,Patel bridge Selvel Vantage Hoardings across India Laqshya Dubai BQS, Hoardings Bigstreet Bangalore LED and BQS

TDI 14 airports including Chennai, Pune andAhmedabad

Ad rights for 26 Delhi metro stations Roshan Outdoor Hoardings in Mumbai Katha Mediatix Hoardings across India Bright Outdoor Ad rights for BEST buses Prakash Arts Hoardings in AP and Tamil Nadu

BQS: Bus queue shelter; DMRC: Delhi Metro Rail Corporation Source: CRISIL Research Changing regulatory framework to offer growth opportunity At a national level, there is no uniform regulatory code for outdoor advertising in India. States have their own policies with further nuances at the municipal level. There has, however, been a drive towards planned and aesthetic placement of outdoor displays in various states. Though advertising near a national heritage monument or site is not permitted across the country, further regulations are specific to cities. In Delhi, for example, hoardings were banned in 1997 citing road safety. In 2006, the Chennai High Court banned billboards on the same grounds. In some cities, regulations are now being proposed to standardize and bring more aesthetic value to advertising. For instance, in Mumbai, a new policy was approved in 2008 specifying the size and aesthetics of other formats of OOH, viz. street furniture and transit. Large investments to reap results There has been considerable interest in the Indian outdoor advertising space as can be seen from the quantum of investments made over the last few years. A large portion of these funds went towards bidding for rights to advertise in airports and on street furniture like bus shelters. Among the larger deals, Goldman Sachs and Lehman Brothers invested in Times OOH, which now holds the advertising licenses for the Delhi and Mumbai airports and a few key sites at prime locations in Mumbai. Times OOH has invested in television screens also. Another example is that of Laqshya Media, which saw investments of close to ` 3.7 billion and now holds the advertising rights for the Hyderabad and Bangalore airports.

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Table 3: Some of the investments made in the recent past Investor Country Invested in Date Amount Warburg Pincus USA Laqshya Media Jun-08 ` 300 cr UTI Ventures India Laqshya Media Jun-08 ` 65 cr Goldman Sachs USA Serve&Volley Jun-08 $10 million ICICI Ventures India Serve&Volley Jun-08 ` 250-300 cr Goldman Sachs, Lehman Brothers USA Times OOH Jan-08 $50 million Peepul Capital Llc Mauritius Integrid Media Dec-06 ` 250-300 cr Source: CRISIL Research, News reports

However, many of these investments have not borne fruit due to aggressive bidding in anticipation of revenues. Times OOH, which in 2007 bid for the advertising rights to Delhi and Mumbai airports for 3 years, is yet to start making profits at the operating level. OOH- Profitability As discussed earlier, all the three segments in outdoor space operate on different business models. The cost structure and hence the profitability also varies depending on the bidding process, tenure, level of competition in the segment, location of the property amongst other facto` In this section, we have detailed key factors impacting profitability in billboards, street furniture and transit space and provided profitability outlook for billboard players in India. The slump in advertising demand in 2009 took its toll on media owner’s profitability. Occupancy rates fell drastically across cities across properties. Premium billboard occupancy rates in Mumbai fell from 55 per cent in 2008 to 45 per cent in 2009. This led to a steep decline in profitability with EBITDA margins plummeting from 16 per cent in 2008 to around -5 per cent in 2009. We believe that players operating in transit space would have fared worse because of the higher commitment in form of license fees. However, with revival in demand from key verticals viz telecom, BFSI, and media we expect EBITDA margins to be in the range of 10 to 12 per cent in 2010 and 12 to 14 per cent in 2011. For the purpose of analysis, we have assumed a player owning billboard space in Mumbai with 20 per cent of the property in premium space and rest in sub premium. Figure 13: Billboards – EBITDA margin outlook

-1 0 %

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2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1

Source: CRISIL Research

Billboards – Fixed license cost governs profitability A large portion of billboard player’s cost structure is fixed thanks to the fixed license fee structure. Currently, billboard contracts are typically freezed for 3 years The license fees in Mumbai costs about `27 lakhs to `45 lakhs per annum depending on the location and placement of the site. This fixed component of the cost structure accounts for about 50 per cent of the revenues in a steady state scenario, which implies that margins are more sensitive to occupancy rates vis-à-vis billing rates. As a case in example, we have done a sensitivity analysis on impact of change in occupancy rate and billing rate on EBIDTA margin. A percentage change in occupancy rates is likely to impact margins of billboard by around 100 basis points (bps), while a percentage change in billing rates will impact margins by around 50 bps.

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Figure 14: Sensitivity analysis - billboard

1 0%1 1%

1 1%1 2%

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15 %14 %

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-3% -2% -1% 0% 1% 2% 3%

E B ID T A m arg in sen s itiv ity to cha nge in occu pan cy

E B IT D A m arg in sen s itiv ity to cha nge in b illing ra te

Source: CRISIL Research Street furniture – More of BOT play Street furniture business consists of advertisements on bus shelters and public utilities like signages, public toilets, lamp post, telephone booths and litter bins. The key cost elements for this segment include license charges (contract cost + tax) and the cost incurred to install the display. Contracts in street furniture space are mostly awarded on BOT basis for about 7-10 year Players are responsible for constructing/putting up the whole street furniture structure. This gives the players time and flexibility to recover their fixed cost. The license charges account for about 25-30 per cent of the revenues in a steady state scenario and the profitability hinges around 35-40 per cent. Transit – Rational bidding governs profitability Most of the contracts in the transit space are awarded on bidding for a period of 3 years Times OOH bagged the license for the advertisements locations at the Indira Gandhi National Airport, New Delhi. The license involves designing, setting up, development and maintenance of the advertisement locations for a period of 3 years, and covers advertising options on approach roads inside the terminal buildings and aerobridges. However, as mentioned before, aggressive bidding for airport licences have not yet paid off for some players due to the economic downturn. Going forward, more rational bidding coupled with longer tenure of contracts would ensure sustainable business model. Table 4: Cost structure – OOH players Billboards Street furniture Transit Revenues 100 100 100 License charges 50 25-30 70 Direct variable costs 10-15 10 5 Other expenses 25-30 25-30 10 EBITDA 12-15 35-40 15 Depreciation 4-5 15 3-4 PBT 8-10 22-25 11-12 Source: CRISIL Research According to our analysis, in 2008-09, an established outdoor player operating in billboard space enjoyed EBITDA margins of around 12-15 per cent, that operating in street furniture space enjoyed margins of 35-40 per cent and that in transit space enjoyed margins of 15 per cent. Disclaimer CRISIL limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/ reproduced in any form without CRISIL’s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research.

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BUSINESS OVERVIEW The following information is qualified in its entirety, and should be read together with, the more detailed financial and other information included in the Draft Red Herring Prospectus, including the information contained in the section titled “Risk Factors” beginning on page no 11 of the Draft Red Herring Prospectus. In this section a reference to the “Company” means Katha Mediatix India Limited. Unless the context otherwise requires, references to “we”, “us”, or “our” refers to Katha Mediatix India Limited. We are one of the Media Buying Outdoor Advertising Company in India, located at Mumbai. Our Company is promoted by Mr. Krishnendu Sen and Mrs. Kajal Sen. Mr. Krishnendu Sen has more than two decades of experience in outdoor advertising business. Our Company was incorporated in November 2000 to explore various opportunities in outdoor advertising industry. Our Company specializes in media buying service and Out-of-home (OOH) advertising. Our Company was incorporated with an aim to provide quality service in the Outdoor Media Advertising space. This objective was further extended to provide through mastering the art of creatives and printing technology. Our business acumen supported by innovation and ideation has propelled us to become a known name in the Outdoor Advertising business in India. Some of the services that we offer include hoardings, mobile billboards, bus advertisings, wrapped buses, bus shelters, airport advertising etc. We also cater to advertising through movie theatre screen, taxis, neons, wall wraps etc. as we believe it is a cost effective format which captures a tremendous reach. The purpose of such advertising is to attract attention of the people while travelling. Recently we have diversified our portfolio of services and ventured into new verticals such as advertising, brand consulting, public relation consulting, infilm branding, corporate gifting, event’s, below the line solutions, film production, electronic content development and distribution. We offer comprehensive services to our clients to assist them in maintaining a complete control over their campaign from conceptualization to execution. We provide our clients all the relevant information tailor-made to meet their specific requirements. B. OUR COMPETITIVE STRENGTHS Our competitive strengths include well-balanced and diverse geographical location of clientele, quality output, diverse and stable service offerings, advanced infrastructure and highly skilled personnel. We believe that the following are our key strengths. Unique Business Model There is difference between hoarding owners and media buying agency. We acquire media from vendors and sell it to our clients as per their requirements hence we have direct clients. We sell our client’s products through other media agencies, telemarketing, advertising either through our own hoardings or leasehold hoardings, internet sites and B2B magazines of media business. Katha distinguishes itself from other agencies by providing a consistently structured and analytical approach. Wide range of services We started our business as an outdoor media buying company catering to our clients by providing services like hoardings, bus advertising and rail advertising. Over a period of time, as technology advanced, we ventured into other modes of advertising like mobile billboard, wrapped buses, bus shelters etc. We have been constantly keeping ourselves updated to the latest trends in advertising industry. We have leveraged our expertise to venture into new areas of advertising like brand consulting, public relations consulting, film production, electronic content development etc. Early Mover Advantage We are one of the few players that have entered the outdoor advertising market at a very nascent stage. The other advantage is that we have kept ourselves updated with the latest technology and industry trends and have diversified into various different avenues of advertising. Today we offer our clients a gamut of services under one roof. Nurturing Client Relationship In outdoor advertising business, every client has a specific target audience that he has to attract to sell his product/ service. Every client also has a specific requirement for a particular assignment. We have to collate all the relevant information and customize it as per the requirement of the client. Moreover, a client may not advertise a product/

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service for the entire year. There are various slots during the year when a client would like to advertise his product/ service. We have to make available the information, space and other details as per client requirement. When we satisfactorily cater to all the needs of our client, it results in repeat business. In depth understanding of the client requirements Our strength lies in understanding the requirement of the client and our execution capabilities to provide the service as per the client requirements. This involves understanding the requirements like the location, target audience, concept, design etc. as well the schedule of requirement of the client. We act as reinforcement partners of the client and make the product/ service available of the right quality at the right time to meet their business requirements and desired timelines. Product and Service Mix We have, over the years, internally developed a strong product and services portfolio. We would continue to leverage on our domain expertise as well as the product portfolio to offer comprehensive services to our clients. Our clients will be able to communicate with their target audience through our services. Strong Existing Customer Base We have developed a strong customer base over the last few year Our focus is to build on our existing customer relationship and offering new services to broaden the spectrum of our service offerings. We would be leveraging our existing customer base by offering complete suite of offerings, which would enable us to enhance our sales revenue. Experienced and Dedicated Management Team We believe that we have an experienced senior management team that has successfully expanded our business and increased our revenues, mostly through internal growth. We believe our senior management has the experience and expertise to assess key aspects of our business such as developments in technology and understanding the value of media advertising, which in turn will lead to an increase in our revenues. We believe that the skill, industry and business knowledge and operating experience of our management led by our Promoters, provides us with a competitive advantage as we seek to expand in our existing markets and enter new geographic markets and lines of business. C. OUR BUSINESS STRATEGY Mix of Organic and Inorganic Models of Growth At this stage of our business, we believe that a combination of organic and inorganic models will help us continue to grow. Strategic acquisitions would help us in leveraging complementary skills to capture market opportunities as well as reduce time-to-market and accelerate growth. Enhancing our existing customer base Our present customer base comprises of a large number of Indian companies. Our Company intends to grow in the business continuously by adding new customers. In the era of Multiplexes, we foresee a good business opportunity for outdoor advertising. Our strategy will be to capitalize on this. Client Oriented Approach We believe that corporate image and brand values are the important factors for any company and our clientele has experienced this being with us. Our core campaign blueprints involve planning, researching, targeting, negotiating, monitoring and servicing the client needs. Our services help our clients to maintain complete control of the campaign, right from conceptualization and inception to execution with the aid of our team of skilled professionals. We would continue to make efforts to enhance our Company and its brand position as well as build consumer partnership to deliver an unbeaten media campaign. Expanding Distribution Network Distribution network is a key to increase revenue in this sector of Outdoor Advertising. Our business development team forms an important part of our distribution network and help us reach our prospective clients. We strive to expand our distribution network across geographies, by identifying pockets of opportunities and ensure a direct or indirect presence.

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Continue to Focus on Training and Motivating Our Work Force Our Company will focus on training its work force with adequate sector knowledge, market knowledge and above all the application of knowledge to the industry. Our Company shall always focus on narrowing the hierarchy for free and transparent two-way communication between management and employees for better exchange of ideas, views and opinions for a maintaining good competitive and creative work atmosphere at all levels. Continue to build-up a professional organization We have a team of professionals and creative people to look after the various stages at which the services are offered by Company. We believe in transparency, flow of information, and commitment to the work among our work force and with our valuable customers. The philosophy of professionalism is foundation stone of our business strategy and we wish to make it more sound and strong in times to come. D. OUR BUSINESS We offer customized solutions to our clients through various business verticals. The details of the various business verticals through which we operate our business are mentioned below: Out-Of-Home (OOH) Advertising Our business has been revolving under this vertical since our inception. Hoardings are a large outdoor advertising structure, typically found in high traffic areas such as alongside busy roads. Hoardings present large advertisements to passing pedestrians and drivers. Typically showing large, witty slogans, and distinctive visuals, hoardings are highly visible in the top designated areas. Hoarding advertisements are designed to catch a person's attention and create a memorable impression very quickly, leaving the reader thinking about the advertisement after they have driven past it. They have to be readable in a very short time because they are usually read while being passed at high speeds. Thus there are usually only a few words, in large print, and a humorous or arresting image in brilliant color. There are various types of hoardings used for advertising. Some of them are mentioned below: Bulletins Hoardings: These are the largest, most impactful standard-size hoardings. Located primarily on major highways, expressways or principal arterials, they command high-density consumer exposure (mostly to vehicular traffic). Bulletins afford greatest visibility due not only to their size, but because they allow creative "customizing" through extensions and embellishments. These allow 24 hour visibility with ability to target geographically. Mobile Billboards: A mobile billboard is the marketing practice of advertising on the side of a truck or trailer that is typically mobile. Mobile billboards are also a form of Out-Of-Home (OOH) advertising. Radio, static billboards, and mall/ airport advertising fall into the same category. Using a mobile billboard for advertising is an advertising niche called mobile outdoor advertising. Most mobile billboards are dedicated, customized trucks with large, but narrow, bodies for posting the advertisements. This type of mobile billboard is the most popular among vendors, and the most capable in terms of gaining exposure and quick deployment. Digital Mobile Billboards: Digital Mobile Billboard is a self-contained mobile outdoor digital advertising billboard capable of delivering full motion video advertising for commercial spots, movie trailers, video game previews, or other branded digital video content to thousands of consumers nightly in metro markets. Digital Mobile Billboards advertising campaigns are enhanced by wrapping a vehicle, street team sampling, custom screen shapes etc. Gantries: A gantry is a traffic sign assembly in which signs are mounted on an overhead support. Gantries are usually built on high-traffic roads or routes with several lanes, where signs posted on the side of the highway would be hard to see for drivers. Gantries may be cantilevered or one sided (sometimes referred to as a half-gantry), or they may be bridges with two sides. Similar gantries are used in railway signaling on multi-track lines. Posters: Posters are the other common form of advertising, located chiefly in commercial and industrial areas on primary and secondary arterial roads. Posters are a smaller format than hoardings and are viewed principally by residents and commuter traffic, with some pedestrian exposure. These are ideal for the introduction of new products/ services. Clients use posters to achieve advertising objectives and increase brand awareness by placing multiple units in strategic locations while lowering the cost per thousand impressions. Bus Advertising: Bus advertising is a format which is picking up in India and is seen as a medium to reach the critical masses of the society. Buses and their related infrastructure is a medium commonly used by advertisers to reach the public with their message. Usually, this takes the form of promoting commercial brands, but can also be used for public

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campaign messages. Buses may also be used as part of a promotional campaign, or as a tool in a commercial enterprise. The various infrastructures utilized under bus advertising include: Bus Shelters: Advertisements are placed in bus shelters. These can be static posters, back illuminated displays or rolling displays allowing many messages on one shelter. Technology has also been used to create interactive advertisements. Bus Interiors: A common location for advertisements is inside the bus. Advertisements are attached to the corners between the walls, ceiling overhead, holding bars and handles to catch the eye of passengers, in the same manner as used in rapid transit systems. Increasingly, companies are using interior television systems to advertise. Airport Advertising: Airport Advertising is an effective way to reach the frequent business travelers and the upscale leisure travelers all in one location. The most cost effective format to reach this audience is Airport Dioramas which are interior airport panels. The panels are located on the walls of concourses leading to and from the gates to ground transportation and towards baggage claim. They can also be seen in baggage claim areas by the never ending group of people waiting to retrieve their bags at the carousels. Mallscapes: Mallscapes are the primary format for advertising in malls. These free standing, illuminated advertising panels are strategically located near entrances, anchor stores, escalators, food courts and other high tariff areas in the shipping malls. Mallscapes provide an excellent opportunity to target consumers near the point-of-scales and who already have shopping in their minds. In certain markets, other mall formats are available including mall wallscapes, mall kiosks, plasma displays and banners. Taxis: Taxi top advertising is a medium with superior level of recall reaching a local, business and tourist audience en-route to and from airports, hotels and convention centres, sporting events, shopping centers, bars and restaurants. These painted panels are fixed to the roof of the taxi cabs and are illuminated and are double sided. Sports Advertising: Sports advertising focuses both on the promotion of sports events and teams as well as the promotion of other products and services through sporting events and sports teams. It is a service in which the element promoted can be a physical product or a brand name. The goal is to provide the client with strategies to promote the sport or to promote something other than sport through sports. One element that sports advertising takes advantage of is that athletes tend to be brand loyal and fans tend to be loyal to their favorite athletes and teams. This can be recognized through the contracts players and athletes sign with sports companies in which they get paid to wear or use their products in each game or sporting event. By doing so, the players and athletes and also their fans develop a loyalty to the products for a longer time LED Screens: LED Screen Advertising has been around for several years as a functional animated outdoor media format though it is still in its infancy as a developing medium of video message boards for outdoor advertising. As an emerging advertising medium, LED screens offer a greater flexibility of use than conventional billboards could ever provide. With high brightness, high resolution LEDS, the conventional billboard has been transformed into the perfect high-tech electronic outdoor display medium. Not only are electronic billboards full colors and large format, but they also have many distinct advantages including displaying animation and in effect showing specialized television commercials outdoors. The LED screens also act as a multiple message provider, where one sign can show a loop of continuous messages. Wall wraps: Wallscapes come in a wide variety of unusual, creative size and shapes and offer large scale (often several stories high) exposure and high visibility to vehicular and pedestrian traffic. These elaborate displays are situated on the sides of the existing buildings on high traffic surface streets and roadways. With the size and handouts location, wallscapes command major attention, have huge impact and are highly effective. Unipole: Unipole (or monopole) sign is basically an advertising sign frame structure mounted atop a single steel pole or column. The Unipole is a large-format billboard type placed atop a very high pole. Its effectiveness is enhanced by the fact that this billboard can be seen even from long distances. There are two options when it comes to illumination: this can either be a light box or front-lit for versatility. Trivision: Trivision are hoardings which have the facility to advertise atleast three artworks for a client. For example, if a trivision hoarding is displayed for a car manufacturer, all the models of the car can be displayed and the trivision will keep changing the artwork. This helps as there is no need to change the vinyl’s in short periods. It is more effective medium of display for those clients who have more than one product to display. Panels: Advertisements are often placed as basic rectangular motifs on the side or front of a bus. These may be applied directly to the bus. Additionally, adverts may be printed on placards known as boards, which are slotted into special guide fittings attached to the side of the bus. Occasionally, the entire surface of a bus is turned into an advertisement. This can be a whole side or rear of a bus, or a scheme applied to the entire exterior of the bus. This can be achieved by

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simply painting the vehicle surface, but it is becoming more common today to use large vinyl sheets as decals. These can be removed with relative ease, making it much less expensive to change from one advertisement to another. Advertising and Brand Consulting This business vertical focuses on brand consultancy with an emphasis in Art direction and Graphic design. We are accomplished in creating new brands and consulting with established brands to communicate more effectively. Our approach is intimate and in-depth, based on research and a unique blend of ideas. We are curious about the culture of branding and its powerful role in modern society. As we work across various sectors, we pride ourselves in listening to our clients, never underestimating their needs. After an extensive primary and secondary research done for a brand we make strong positioning pitches crafted with innovation for brand custody. The vertical essentially involves:

� Developing a Brand Manual/ Corporate Identity

� Creative for print, electronic, radio, online, TVC’s, Brand films and OOH

� Creative and ideation for electronic communication

� Creative for projects to be implemented in month wise, quarterly and as per agenda

� Creative for web site /online development

� Creative for promotions

� Conceptualizing POP/POS/Marketing Collaterals

� Festival and seasonal communication

� Creative for advertorials

� In Film Branding and product placements

� Advertised funded programmes(AFP’s)

� Brand & Advertising strategy

� Pre-Testing and post testing of campaigns and creative

� Creative for internal branding and communication

Public Relation Consulting

Public Relations (PR) provide a type of service for a client company by helping to give the public and the media a better understanding of how the client company and its business function. Within a company, public relations can also come under the title of public information or customer relations. These departments assist customers if they have any concerns with the products/ services that a particular company offers. They are usually the most helpful departments, as they exist to show the company at their best. PR also helps the company to achieve its full potential. They provide feedback to the company from the public. This usually takes the form of research regarding what areas of the services offered by client company is the public happy and unhappy with. There is a perception of public relations as a group of people who spin everything. Spin can mean to turn around a bad situation to the company’s advantage. It is true that part of the purpose of public relations is to show the company in a positive light. There are certain PR experts that a company can turn to for this particular skill. There are certain skills necessary to work in the PR industry. These include a very high level of communication skills, written and verbal. The PR person must also be very adept at multitasking and time management. He or she may also have some form of media background or training in order to understand how the media and advertising work. Organizational and planning skills are also important in public relations. The PR worker must also be able to cope very well under pressure. He or she must have the ability to cope with a barrage of questions from the media and the public. If a company comes under critical attack, it is the PR department

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who must take control of the situation. They must effectively answer the criticism and turn it around in order to protect the company’s reputation. PR Services essentially branches out to:

� Print Media

� Electronic / Satellite Media

� Online Media

PR Services provided for brands and corporate: � Strategic PR program for brand building, parallel to the advertising campaign

� Lead time of 20 days for media warm up and research in the first month initiation

� Message creation and positioning

� Media relations (broadcast, print and online)

� Media monitoring (print media, electronic and digital media).

� Preparation of all the communication materials like, press releases, backgrounders, spokesperson’s profile, etc

� Preparation of the media kits during any media communications, event, and press conferences.

� Media review and updates

� Media Coverage

� Apprise the media about the Individual /activities / projects.

� Initiate and organize one to one interactions

� Placement of Proactive articles/ features and releases.

� Extend invitations & co-coordinating with the media (Event based)

� Post follow up with the media

� Media compilation

� Media analysis

� Media training/familiarization workshop of the spokesperson

Events and Below the Line solutions We have recently ventured into offering services to various events. This vertical is an endeavor to facilitate end-to-end below the line solutions to clients. We conceptualize, design and deliver customized promotional campaigns and events to communicate the brand's proposition to its target group. Every event managed by Katha is handled by a team of specialists with experience in handling projects ranging from intra-city to multi-city events, thereby ensuring success almost all the time. Services From creative conceptualization, venue selection, logistics management, event production to seamless execution, the team brings to the client a one-stop solution for its event requirement. The team puts forth out-of-the-box marketing in partnership with our clients. We partner with the best of suppliers, entertainers and sub contractors to ensure a rewarding event. Our services spectrum covers: Corporate Events

� Dealer & Retailer Meets

� Road shows & Promotions

� PR & Press Meets

� In-house Employees Parties

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� Stage Shows

� Brand Launches

� Brand Promotions

� Exhibitions & Trade Shows

� Conventions & Conferences

� Celebrations

� Inaugurations

Corporate Elite Gifting With the acceptance of western culture in almost all the parts of the country, the custom of corporate gifting has also entered the Indian market. Corporate gifts assist to achieve extra nudge in the competitive market and act as a catalyst to enhance the value of a company/ corporate. Corporate gifts include a plethora of stylish, decorative, practical and economical business gifts which result in brand building and brand awareness for the issuing company/ corporate. The process here again is completely customised to suit the brand and the deliverable is completely solution and idea centric. Ideation, innovation and utility is the key to the service Film Production and Electronic Content Development We have recently ventured into film production and are focusing on producing content for Television, Feature films, Ad Films, Corporate Films, Music videos and documentaries. We are positive enough to create a niche for ourselves in the Indian Cinema so that we are known among the top players in film production in the country. The vision extends itself, from speaking to Indians all over the world, to reaching out to a global multicultural audience. E. MARKET STRATEGY

We take a proactive approach to our prospective clients. Our market strategy involves – direct pitching and pitching with and through our existing customers. In the direct pitching model, we independently identify and pursue business opportunities with targeted clients. In the alliance model, we work in close partnership with our existing customers to jointly discover, pursue and win opportunities based on a joint value proposition. We have started as an outdoor media advertising company and we have achieved domain expertise in this business. We propose to place dedicated efforts and focus on those new business verticals that we have recently ventured. Our management foresees vast growth in managing national and international events. Moreover, film production and distribution and producing content for television, feature films, ad films, corporate films, music videos and documentaries are some of the areas on which we are concentrating as we anticipate growth in these areas of businesses. The vision for the future is to produce content in India as well as for the global audience under the banner of Katha. We would make use of current relationships with our existing clients who would require such services. Going forward, we would also like to venture into national and international events which would include musical nights, conventions & conferences, fashion shows / awards, launches & celebrations, exhibitions & stands, mall events and promotions and sports. We are conscious of the importance of our marketing efforts in facilitating client acquisition. We have a dynamic marketing team that has developed several initiatives to expand the universe of clients that we can potentially acquire in our target markets. Our team of sales and marketing is organized by region and report to the business heads. We have the marketing support team that coordinates the production and distribution of marketing materials, such as brochures and market reports. In addition to the sales and marketing executives, we have industry experts, sales specialists and solution architects who complement our teams’ efforts by providing specific industry and service offering expertise. Our senior management is actively involved in maintaining client relationships and business development through interaction with different levels in the client organization. In addition, for important clients, an identified senior executive has responsibility for overall client development and leads periodic reviews with the client. Our marketing initiatives include participating in major industry events, sponsoring user group, events and seminars, and participation in industry trade groups.

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F. OUR EMPLOYEES As on the date of filing this Draft Red Herring Prospectus, our Company has employed 36 employees at various levels. Recruitment We have developed processes to evaluate and recruit employees. Our hiring is driven by annual manpower plans, which are adjusted based on business visibility on a periodic basis. We recruit talent from premier universities, colleges and institutes in India, recruitment agents/ headhunters, through advertisements published in newspapers, internet and through employee referrals/ network. Our rigorous selection process involves a series of activities including case and group interviews and technical tests. We also recruit experienced people for our business requirements. All new hires are inducted in our organization through a structured program, which involves extensive on the job training as well as mentoring. Training and Development We place special emphasis on training our employees to enable them to develop their skills and to meet our changing requirements. We emphasize induction and mentoring during the first six months of warming up to the job. Our training focuses on developing skilled professionals with a global mindset. We impart functional, technical and life skills in our training programs. We nurture a learning and innovative culture. We periodically conduct employee satisfaction surveys. We have both formal and informal social get to know others meetings. We strongly believe in employee rewards and praising in public. Compensation and Performance Management Our compensation policy is performance based and we believe it is competitive. Our HR team conducts periodical salary surveys. Senior employees are eligible for variable compensation depending upon attainment of pre-defined objectives. Our performance management system relies on key performance indicators, quarterly reviews and annual reviews. These reviews provide an opportunity for the employee to understand better about what is expected of him and also ascertain the training needs and review the career plans. Our operations require experienced, creative professionals. Our Company believes that employee talent is the key to its business. Hence, we spend considerable effort and attention on hiring, training and retaining the employees. Employees are hired and sufficiently trained at various levels. Our Company does not have any Employee Stock Option Plan or Employee Stock Option Scheme as on the date of filing this Draft Red Herring Prospectus. G. COMPETITION We are one of the few players in the outdoor media advertising business. Our business depends on our relationship with the agency from whom we buy space and with clients whom we render our services. There are a lot of entry barriers into our business. Moreover, we have diversified our portfolio of services from just being an outdoor advertising company to providing services like brand consulting, public relations services, electronic development etc. There are few players in India who cater to the demands of client’s in the outdoor media advertising business. These players solely provide outdoor services. There are others who provide brand consulting, public relations etc. Due to our domain expertise, better understanding of the business, adaptation to the latest technology we have been able to provide all the services under one roof. In future, we may expect competition from other players in the outdoor media space as they may venture into providing the services that we provide today. H. INSURANCE

Sr. No Policy Type

Insurance Company

Name Policy Number

Risk Description Premium

(Amount in `)

Sum insured in (Amount in

`)

Expiry Date

1 Toyota Corolla H2 1.8E

Reliance General Insurance

1104712311001660 MH02 AK 3509

9,018 3,60,000 June 7, 2012

2 Skoda Fabia Reliance General

1116712311000311 MH02 BY 8821

13,377 6,02,566 April 19, 2012

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Insurance 3 4th, floor, Kailash

Plaza, Opp: Yashraj Studio, Fun Republic Lane, New Link Road, Andheri (West), Mumbai , Maharashtra

Oriental Insurance

12100/11/2012/426 Office 12,409 4,00,00,000 July 25, 2012

4 31 A, Chandragupta Estate, 1st Floor, New Link Road, Andheri (West), Mumbai, Maharashtra

Oriental Insurance

121100/11/2012/427 Office 4,654 1,50,00,000 July 25, 2012

I. INTELLECTUAL PROPERTY For details relating to intellectual property owned by our Company, please refer to section titled “Government/Statutory and Business Approvals” beginning on page no 175 of this Draft Red Herring Prospectus. J. PROPERTIES

Our Company does not own any property. However we have acquired premises on Leave and License basis details of which are as under:

Sr. no

Description of Property

Parties to the

Agreement

Agreement date

License Period Usage Rent paid per

month (in ` )

1 Unit No. 401, 4th Floor, Kailash Plaza, Plot No. A-12, Chalta No. 101, Survey No. 41, Hissa – A (Part), Oshiwara, Taluka Andheri, Mumbai - 400053 admeasuring approx. 2070 Sq. Ft.

Mr. Prateek Hak & Mrs. Nikita Prateek Hak (Licensor) and Katha Mediatix India Limited (Licensee)

June 14, 2010 For a period of 33 months commencing from April 01, 2010 to January 31,

2013

Corporate Office

80,000

2 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053 admeasuring 415 Sq. Ft

Krishnendu Sen (HUF) (Licensor) and Katha Mediatix India Limited (Licensee)

April 10, 2010 For a period of 11 months commencing from April 01, 2010 to March 31,

2012

Registered Office

15,000

3 17/A, Madan Mohan Talla Street, 1st Floor, Kolkatta admeasuring 100 Sq. Ft

Mr. Ashok Kumar Goel (Licensor) and Katha Mediatix India Limited (Licensee)

October 12, 2010

For a period of 11 months commencing from April 01, 2011 to

February 28, 2012

Representative Office

10,000

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KEY REGULATIONS AND POLICIES

The business of our Company requires, at various stages, the sanction of the concerned authorities under the relevant state legislation and local bye-laws. The following description is an overview of certain laws and regulations in India, which are relevant to our Company and Specified Affiliates. Certain information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below are not exhaustive, and are only intended to provide general information to Bidders and is neither designed nor intended to be a substitute for professional legal advice. Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales tax statutes, and other miscellaneous regulations and statutes such as the Trade Marks Act, 1999 and labour laws apply to us as they do to any other Indian company. The statements below are based on current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. For details of government approvals obtained by us, please refer to the section titled “Government/Statutory and Business Approvals” beginning on page no 175 of this Draft Red Herring Prospectus. Labour Laws Employees Provident Fund and Miscellaneous Provisions Act, 1952 Employees Provident Funds and Miscellaneous Provisions Act, 1952 ("EPFA") was introduced with the object to institute compulsory provident fund for the benefit of employees in factories and other establishments. The EPFA provides for the institution of provident funds and pension funds for employees in establishments where more than 20 persons are employed and factories specified in Schedule I of the EPFA. Under the EPFA, the Central Government has framed the "Employees Provident Fund Scheme", "Employees Deposit-linked Insurance Scheme" and the "Employees Family Pension Scheme". Liability is imposed on the employer and the employee to contribute to the funds mentioned above, in the manner specified in the statute. There is also a requirement to maintain prescribed records and registers and filing of forms with the concerned authorities. The EPFA also prescribes penalties for avoiding payments required to be made under the abovementioned schemes. Payment of Gratuity Act, 1972 The Payment of Gratuity Act, 1972 provides for payment of gratuity to employees employed in factories, shops and other establishments who have put in a continuous service of five years, in the event of their superannuation, retirement, resignation, death or disablement due to accidents or diseases. The rule of `five year continuous service’ is however relaxed in case of death or disablement of an employee. Gratuity is calculated at the rate of 15 days wages for every completed year of service with the employer. Employees State Insurance Act, 1948 The Employees State Insurance Act, 1948 (the “ESI Act”) provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make certain contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and maintain prescribed records and registe` Payment of Bonus Act, 1965 Pursuant to the Payment of Bonus Act, 1965, as amended, an employee in a factory or in any establishment where 20 or more persons are employed on any day during an accounting year, who has worked for at least 30 working days in a year is eligible to be paid a bonus. Contravention of the provisions of the Payment of Bonus Act, 1965 by a company is punishable with imprisonment or a fine, against persons in charge of, and responsible to the company for the conduct of the business of the company at the time of contravention. The Maternity Benefit Act, 1961 The purpose of the Maternity Benefit Act, 1961 is to regulate the employment of pregnant women and to ensure that they get paid leave for a specified period during and after their pregnancy. It provides, inter alia, for payment of maternity benefits, medical bonus and enacts prohibitions on dismissal, reduction of wages paid to pregnant women, etc.

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Maharashtra State Tax on Profession, Trades, Callings and Employments Act, 1975 The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The State Government of each State is empowered with the responsibility of structuring as well as formulating the respective professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the incomes of individuals, profits of business or gains in vocations. The professional tax is charged as per the List II of the Indian Constitution. The professional taxes are classified under various tax slabs in India. The State of Maharashtra has its own professional tax structure and tax will be levied on every person who exercises any profession or calling or is engaged in any trade or holds any appointment, public or private, or is employed in any manner in state is liable to pay the profession tax at the specified rate provided that no tax shall be payable by the person who have attained sixty five year of age and handicapped person with more than 40% disability or parent of a physically disabled or mentally retarded child. The tax payable in this Act by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such person before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing authority in the prescribed manner. Every person liable to pay tax under this Act (other than a person earning salary or wages, in respect of whom the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing authority. Intellectual property Trademarks The Trade Marks Act, 1999 (“Trade Marks Act”) governs the statutory protection of trademarks in India. Indian trademarks law permits registration of trademarks for goods and services. Certification trademarks and collective marks are also registrable under the Trade Marks Act. An application for trademark registration may be made by any person claiming to be the proprietor of a trademark and can be made on the basis of either current use or intention to use a trademark in the future. The registration of certain types of trade marks are absolutely prohibited, including trademarks that are not distinctive and which indicate the kind or quality of the goods. Applications for a trademark registration may be made for in one or more classes. Once granted, trademark registration is valid for ten years, unless cancelled. The registration can be renewed for further period of ten years. If not renewed after ten years, the mark lapses and the registration for such mark has to be obtained afresh. While both registered and unregistered trademarks are protected under Indian law, the registration of trademarks offers significant advantages to the registered owner, particularly with respect to proving infringement. Registered trademarks may be protected by means of an action for infringement, whereas unregistered trademarks may only be protected by means of the common law remedy of passing off. In case of the latter, the plaintiff must, prior to proving passing off, first prove that he is the owner of the trademark concerned. In contrast, the owner of a registered trademark is prima facie regarded as the owner of the mark by virtue of the registration obtained. Tax Related Legislations Income Tax Act, 1961 The Income Tax Act, 1961 (“IT Act”) is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of this Act or Rules made there under depending upon its “Residential Status” and “Type of Income” involved. Every company assessable to income tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like. Every such company is also required to file its returns by 31st October of each assessment year. Service Tax Service tax is charged on ‘taxable services’ as defined in Chapter V of Finance Act, 1994, which requires a service provider of taxable services to collect service tax from the recipient of such services and pay such tax to the Government. According to Rule 6 of the Service Tax Rules, every assesse is required to pay service tax in TR 6 challan by the 5th of the month immediately following the month to which it relates. Further, under Rule 7 (1) of Service Tax Rules, the company is required to file a half yearly return in Form ST 3 by the 25th of the month immediately following the half year to which the return relates.

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General Competition Act, 2002 The Competition Act 2002 (the “Competition Act”) aims to prevent anti-competitive practices that cause or are likely to cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates anti-competitive agreements, abuse of dominant position and combinations. The Competition Act, although enacted in 2002, is being brought into force in a phased manner. Provisions relating to anti-competitive agreements and abuse of dominant position were brought into force with effect from May 20, 2009 and thereafter the Competition Commission of India (the “Competition Commission”) became operational from May 20, 2009. Sections 5 and 6 dealing with combinations, mergers and acquisitions have come into effect from June 1, 2011. The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti-competitive agreement, abuse of dominant position or a combination, which even though entered into, arising or taking place outside India or signed between one or more non-Indian parties, but causes an appreciable adverse effect in the relevant market in India. Bombay Shops and Establishments Act, 1948 This is a State specific legislation and each State has framed its own rules for the Act. The State Government can exempt any establishment from all or any provisions of this Act either permanently or for a specified period. Establishments are required to be registered under the provisions of local shops and establishments legislations applicable in the states in which such establishments are set up. The provisions of this legislation are applicable to all persons employed in an establishment, whether with or without wages, the only exception being that of the members of the employer's family. The main objectives of the Shops and Establishments Act is to � regulate the working & employment conditions of the workers employed in shops & establishments, including,

commercial establishments.

� fix the number of working hours, rest intervals, wages overtime, holidays, annual leave, employment of women, maintenance of records and termination of service.

The Company having its registered office at Mumbai, Maharashtra the provisions of the Bombay Shops and Establishments Act, 1948 are applicable to the Company and the Company is registered under the Act. The Indian Contract Act, 1872 The Indian Contract Act codifies the way in which a contract may be entered into, executed, implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses. The Contract Act consists of limiting factors subject to which contract may be entered into, executed and breach enforced. It provides a framework of rules and regulations that govern formation and performance of contract. The contracting parties themselves decide the rights and duties of parties and terms of agreement. The Specific Relief Act, 1963 The Specific Relief Act is complimentary to the provisions of the Contract Act and the Transfer of Property Act, as the Act applies both to movable property and immovable property. The Act applies in cases where the Court can order specific performance of a contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not for the mere purpose of enforcing a civil law. ‘Specific performance’ means Court will ask the party to perform his part of agreement, instead of asking him to pay damages to other party.

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HISTORY AND CERTAIN CORPORATE MATTERS Our Company was incorporated originally as a limited company in the name and style of “Katha Mediatix India Limited” vide Certificate of Incorporation dated November 16, 2000 with CIN U74300MH2000PLC129635 issued by the Registrar of Companies, Maharashtra, Mumbai (RoC). The name of our Company was changed to “Kathaa Mediatix India Limited” and a fresh Certificate of Incorporation was issued by the RoC on May 22, 2008. The change in name was due to astrological reasons. The name of our Company was again changed to “Katha Mediatix India Limited”. The fresh Certificate of Incorporation reflecting the new name was issued on August 20, 2010 by the ROC. The change in name was due to astrological reasons. Our Company is having its registered office situated at 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India. As on date, our Company has 10 Equity Shareholders. Key Milestones The table below sets forth some of the key events and milestones in the history of the Company:

Year EventNovember 2000 Incorporated with the RoC, under the name Katha Mediatix India Limited as a Company limited by

shares on November 16, 2000 and obtained the Certificate of Commencement of Business on November 24, 2000

May 2008 Change in name of Company to Kathaa Mediatix India Limited and fresh certificate of incorporation issued to this effect on May 22, 2008.

April 2009 Tie up with Sahara Hospitality Limited to provide services of putting hoardings/ other advertisements at prominent places all over India

September 2009 Tie up with Sahara Hospitality Limited to hire the specified indoor premises for commercially exploiting various options/ avenues and creating new promotions and marketing avenue

December 2009 Tie up with Indian Commodity Exchange Limited for PR campaign and media advertising December 2009 Tie up with Saurashtra Cement Limited for advertising of Hathi brand December 2009 Tie up with Gujarat Sidhee Cement Limited for advertising of Sidhee brand February 2010 Tie up with DS Productions Private Limited for PR campaign

June 2010 Tie up with Jawed Habib Hair and Beauty Limited for marketing and advertisement related to Out of Home electronic Media, Standees, Posters and Pamphlets

June 2010 Investment in the Company by Sparrow Hill Advisory Private Limited (SHAPL). SHAPL bought 16,00,000 Equity Shares at `27.50 per share which constituted to 40.00% of the pre issue capital as on June 20, 2010

August 2010 Change in name of Company to Katha Mediatix India Limited and fresh certificate of incorporation issued to this effect on August 20, 2010.

December 2010 Tie up with Jawed Habib Hair and Beauty Limited for providing services in respect to advertising, public relations, events and media planning

December 2010 Shareholder Agreement with Greenfield Investment 1 details of which are mentioned below January 2011 Tie Up with XAGE Communication India Private Limited for film production, advertising,

creative, PR, celebrity management and media planning August 2011 Tie up with Innova Enterprises to provide service of putting hoardings/ advertisements at different

sites at domestic Airport in Mumbai. September 2011 Tie up with Mile Stone Brand Com Private Limited to providing marketing, promotion and event

management services throughout India. Awards and Recognitions

Year Event2009 International Human Rights Award towards Human Right presented by Human Right Association

to Mr. Krishnendu Sen 2010 Rashtriya Udyog Ratna by National Education and Human Resource Development Organisation

presented to Katha Mediatix India Limited 2011 Rashtriya Udyog Ratna by National Education and Human Resource Development Organisation

presented to Katha Mediatix India Limited

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Changes in the Registered Office Since our incorporation, the details of the change in the Registered Office of our Company have been mentioned in the table below:

Previous Address New Address Reason of change Date of Change 35, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

31, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

Administrative convenience

March 03, 2005

31, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

31F, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

Administrative convenience September 03, 2007

31F, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

31, Chandragupta Estate, New Link Road, Andheri (W), Mumbai – 400 053

Administrative convenience October 05, 2010

Amendments to the Memorandum of Association Since our incorporation, the following changes have been made to our Memorandum of Association:

Date of shareholder resolution

Nature of amendment

September 29, 2003

The initial authorized share capital `5,00,000 divided into 50,000 Equity Shares of `10/- each was increased to `20,00,000 divided into 2,00,000 Equity Shares of `10/- each pursuant to a resolution of the shareholders

March 16, 2007 The authorized share capital of `20,00,000 divided into 2,00,000 Equity Shares of `10/- each was increased to `1,00,00,000 divided into 10,00,000 Equity Shares of ` 10/- each pursuant to a resolution of the shareholders

March 05, 2008 The authorized share capital of `10,000,000 divided into 10,00,000 Equity Shares of `10/- each was increased to ` 3,00,00,000 divided into 30,00,000 Equity Shares of ` 10/- each pursuant to a resolution of the shareholders

May 22, 2008 The name of the Company was changed from Katha Mediatix India Limited to Kathaa Mediatix India Limited

June 20, 2010 The authorized share capital of `3,00,00,000 divided into 30,00,000 Equity Shares of `10/- each was increased to `12,00,00,000 divided into 1,20,00,000 Equity Shares of `10/- each pursuant to a resolution of the shareholders

August 20, 2010 The name of the Company was changed from Kathaa Mediatix India Limited to Katha Mediatix India Limited

December 28, 2010 The authorized share capital of `12,00,00,000 divided into 1,20,00,000 Equity Shares of `10/- each was increased to `18,00,00,000 divided into 1,80,00,000 Equity Shares of `10/- each pursuant to a resolution of the shareholders

Main Objects of the Company The main objects of the Company as set forth in the Memorandum of Association, inter-alia, are: To carry on business of Advertising, Marketing and Media related activity in general, in particular Advertising in all media, Marketing Management, Event Management, and Entertainment related activity. Subsidiaries of the Company There are no Subsidiaries of our Company as on the date of filing this Draft Red Herring Prospectus. Common Pursuits One of our Group Companies viz. Katha Interactive Communications Private Limited has principle business similar to our line of business. To this extent there may be a potential conflict of interest in the Group Companies. Except for this there are no common pursuits amongst the Group Companies.

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Other than as stated above, there are no conflicts of interest arising out of the common pursuits between our Group Companies and our Company We shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as on when they may arise. For further details on the related party transactions, to the extent of which our Company is involved, please refer to section titled “Related Party Transactions” beginning on page no 135 of this Draft Red Herring Prospectus. Shareholders’ Agreement Greenfield Investments 1 (“Greenfield”) has entered into Share Purchase Agreement, on December 08, 2010 whereby Greenfield has acquired 44,00,000 equity shares of our Company constituting 39.20% of the share capital of our Company (held by Hillston Advisors Private Limited erstwhile Sparrow Hill Advisory Private Limited) for an aggregate price of `7,58,56,000. Thereafter Greenfield, our Company and Mr. Krishnendu Sen in his capacity as the Promoter of our Company, have entered into a Shareholders’ Agreement (“Greenfield SHA”). In terms of the Greenfield SHA, Greenfield inter alia have right to nominate 50% directors on the Board of directors of the Company and affirmative vote on certain matters. However, Greenfield in the letter dated November 08, 2011 has waved off his right to nominate 50% directors on the board of company.

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 SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Other Agreements Except as mentioned below, our Company has not entered into any Contracts/Agreements otherwise than in the ordinary course of the business:

i. Our Company has entered into a Compromise-cum-settlement Deed (“Deed”) dated November 24, 2009 for the purpose of amicably settling out of Court, the Criminal Complaint filed against our Company by Rose Advertising Private Limited (“Rose Advertising”) Our Company has had business relations with Rose Advertising for more than seven years. Our Company failed to pay an outstanding bill of ` 54,76,926/- to Rose Advertising, pursuant to which, Rose Advertising lodged a criminal complaint against our Company at Police Station Mangolpuri, Delhi as well as before the Learned Metropolitan Magistrate at Rohini Courts, Delhi and upon which F.I.R. Case No. 73/09 dated March 5, 2009 under Sections 406, 420, 506, 34 of the Indian Penal Code, 1860 was registered at Police Station Mangolpuri, Delhi. It was eventually decided to settle the matter amicably out of the Court and our Company agreed to pay Rose Advertising a total amount of ` 45,00,000/-. For the purpose of paying off the aforesaid settled amount, our Company issued sixty six post-dated cheques, the last cheques being payable in March 2015. The Deed also states that if any of the abovementioned sixty six cheques are not timely honoured, then our Company will have to pay the said amount through demand drafts within three days of our Company being intimated of dishonor of the cheques. Further, Rose Advertising will withdraw the complaint filed against our Company. For more details please refer to the chapter titled “Outstanding Litigations, Defaults and Material Developments” on page no 168 of this Draft Red Herring Prospectus.

Financial Partners Our Company does not have any financial partner as on the date of filing this Draft Red Herring Prospectus. Strategic Partners

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Our Company does not have any strategic partner as on the date of filing this Draft Red Herring Prospectus. Raising of Capital in the Form of Equity or Debt Other than as disclosed in section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring Prospectus, our Company has not issued any capital either in the form of equity or debt. Changes in the Activities of Our Company during the Preceding Five Years There has been no change in the activities of our Company during the preceding five years. Injunctions or Restraining Orders Our Company is not operating under any injunction or restraining order. Members As on the date of this Draft Red Herring Prospectus, our Company has 10 (Ten) shareholders. Revaluation of Assets Our Company has not re-valued its assets since incorporation.

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OUR MANAGEMENT Board of Directors Under the Articles of Association of our Company require that the Directors of our Company shall not be less than three (3) and more than twelve (12). Our Company currently has six (6) Directors on its Board. The Chairman of our Board is an Executive Director and is in compliance with the requirements of clause 49 of the listing agreement. Our Company has three (3) Executive Directors and three (3) Independent Directors. The details regarding the Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below:

Sr. No.

Name of the Director, Father’s/ Husband’s Name, Address,

Designation, Occupation, DIN and Term

Nationality Age Other Directorships/ Partnerships/ Trusteeships/ Proprietorship

1 Mr. Krishnendu Sen S/o Purnendu Sen Designation: Chairman and Managing Director Address: Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058, India Occupation: Business Date of Appointment: August 20, 2010 Term: For a period of 3 years (upto August 19, 2013) DIN: 00859547

Indian 54 Years 1. Katha Insurance Services Private Limited

2. Katha Interactive Communication Private Limited

3. Netsparsh Technologies Private Limited

2 Mr. Romeer Sen S/o Krishnendu Sen Designation: Director – Business Development Address: Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058, India Occupation: Business Date of Appointment: July 19, 2010 Term: Liable to retire by rotation DIN: 02085259

Indian 24 Years 1. Katha London Advertising Agency Limited

3 Mr. Roman Sen S/o Krishnendu Sen Designation: Director – Planning and Promotion Address: Flat no. 1403, 14th Floor, Badrinath Tower, Kailash Sarovar

Indian 22 Years NIL

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Sankul, 7 Bungalows, Andheri (W) Mumbai – 400058, India Occupation: Business Date of Appointment: July 19, 2010 Term: Liable to retire by rotation DIN: 02324625

4 Mr. Biswajit Chatterjee S/o Mr. Ranjitkumar Chatterjee Designation: Independent Director Address: Dakshina Park, B-32, 10th Road, JVPD Scheme, Mumbai 400 049, Maharashtra, India Occupation: Veteran Actor Date of Appointment: March 30, 2011 Term: Liable to retire by rotation DIN: 02569132

Indian 74 Years NIL

5 Dr. Anil Saxena S/o Mr. Krishnamurarilal Saxena Designation: Independent Director Address: Suman Apartment, Lokhandwala Complex, 3rd X Lane, Andheri (W) Occupation: Business Date of Appointment: November 29, 2010 Term: Liable to retire by rotation DIN: 02220574

Indian 56 Years 1. Arrow Coated Products Limited 2. Sagar Barseria Motion Films Private

Limited

6 Mr. D. S. Sharma S/o Mr. D. G. Sharma Designation: Independent Director Address: B-8, Suneel Building, Opposite Sheetala Shankar Mandir, Borivali (W), Mumbai – 400 092, Maharashtra, India Occupation: Service Date of Appointment: February 04, 2011 Term: Liable to retire by rotation

Indian 56 Years 1. Vajra Steels Limited

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DIN: 01346189

Brief Biographies of the Directors Mr. Krishnendu Sen, Chairman and Managing Director, Age: 54 years Mr. Krishnendu Sen is the Chairman and Managing Director of our Company. He started Katha Mediatix India Limited in the year 2000. He has since then served the Company and has been a driving force behind helping the Company to achieve various milestones. Mr. Sen has been responsible for the execution of various successful advertising campaigns for major clients. He is an active member of the Rotary Club of Mumbai and was their Centenary President in 2004. He is associated with promoting various social causes like Polio, HIV Aids, giving donations to girls’ schools and organizations. He has been felicitated with a number of awards including All India Human Rights Association (AIHRA) Award in the year 2009, the 2005 International Award for Polio Plus Programme by Rotary International, the 2006 International Award for being the Major Donor by Rotary International and the Youth Sports Award by MDFA, Mumbai in 2003. He had also been nominated for the Rajiv Gandhi Youth Shiromani Award and the R. K HIV Aids Research & Care Centre Award in the year 2009. He has received the Rashtriya Udyog Ratna Award by National Education & Human Resource Development Organization in March 2011. He has played a vital role in formulating the overall business strategy of our Company. Mr. Romeer Sen, Executive Director, Age: 24 years Mr. Romeer Sen is the Director – Business Development of our Company. He did his schooling from Bombay Cambridge School and thereafter he graduated from Mithibai College of Commerce. He graduated in Bachelor in Mass Media and specialized in Advertising from Usha Pravin Gandhi College of Management securing Distinction from Mumbai University. He has also completed his Masters in International Business Management from Middlesex University in London, United Kingdom. He was responsible for the inception and subsequent incorporation of the London arm of the Katha Group, which is Katha London Advertising Agency in the year 2009. He has handled a strategic tie up with UK based advertising agency “Here and Now” for Katha London Advertising Agency in the year 2010 and is also responsible for campaign for Sahara Star Hotel at Heathrow Airport, London. He is involved in the business development activities of our Company. He has been awarded the Corporate Style Icon in Facebook Category for Pantaloons Style Inc. 2.0 Mr. Roman Sen, Executive Director, Age: 22 years Mr. Roman Sen is the Director – Planning and Promotion of our Company. He is experienced in the field of marketing, commercial activities and overseas operations of the Company. He has also been instrumental in generating new business avenues for the organization. Presently he is involved in the promotional activities of our Company. Mr. Biswajit Chatterjee, Independent Director, Age: 74 years Mr. Biswajit Chatterjee is an Independent Director of our Company. He started his career as a junior artist for Bengali stage shows. His famous stage play was “Saheb Bibi Gulam”. He started his film career in 1958 with Bengali film “Dakitarkara”. He worked in the Bengali film industry in films like “Mayamriga”, "Natun Fasal”, “Dui Bhai” and “Sesh Paryanta”after which he relocated to Mumbai. In 1962, he was catapulted to fame with his super hit films like “Bees Saal Baad”, “Mere Sanam”, “April Fool”, “Kismat”, “Do Kaliyan”, “Shehnai”, “Night in London” and “Kohraa”. He has also produced and directed films in Bengali viz. “Chotto Jigyasha”, “Rakta Jilak”, “Abichar”, “Shorgol”, “Adorini” etc and a Hindi film named “Kahtey Hain Mughks Raja”. He also produced the first documentary film on Bangladesh “There Flows Padma The Mother” which was directed by renowned director Ritwik Ghatak. He has also directed the documentary film “Amar Netaji” in the centenary year of the great leader of India, Netaji Subhash Chandra Bose. The first copy of film was presented to the former president of India, Dr. Shankar Dayal Sharma at Rashtrapati Bhawan, New Delhi. He made “Netaji Subhash” a serial for ZEE TV bangla. Biswajit starrer “DADA THAKUR” got national award. He was nominated for the National Award for best actor for hindi film “Rahgeer”. His film “Chotto Jigyasha” was Indian official entry in Locarno Film Festival. He has jreceived the Life Time Achievement award from SCREEN magazine. He received the honorary citizenship, the key of the Jersey city USA in New Jersey, USA. He has performed live shows all over India and abroad.

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Dr. Anil Saxena, Independent Director, Age: 56 years Dr. Anil Saxena is an Independent Director of our Company. He holds a post graduate degree in medicine from GSVM Medical College, Kanpur. He has a rich and varied professional background in the field of media that spans over 20 yea` In the late 80’s he entered the emerging field of television with Software Production for Doordarshan. He has produced and directed many advertising films, documentaries, corporate films and audiovisuals. He started as a theater actor and then acted in various television serials and films. He was a member of Central Board of Films Certification (Censor Board), Ministry of Information and Broadcasting, Government of India. Mr. D. S. Sharma, Independent Director, Age: 56 years Mr. D. S. Sharma is an Independent Director of our Company. He holds a bachelors degree in Science from Osmania University and a Masters Degree in Business Administration from Osmania University. He started his career as a Probationary Officer in Andhra Bank. He then served as a Branch Manager at NTPC – Ramagundam, Karimnagar, Andhra Pradesh and Officer-in-charge of Central Clearing at Hyderabad. Further he has served as a Director at Weldflux Engineering Limited for three years and Senior Vice President at VMC Project Technologies Limited for four yea` He then served as the Chief Executive Officer of AP Legal Services Private Limited. Before joining KMIL he served as Director of Kangati Technologies Limited and Management and Functional Consultant at Phoenix IT Solutions limited, Hyderabad. He was then associated with Aryaman Financial Services Limited in the capacity of Executive Director and was heading their Merchant Banking Division. He resigned as the Executive Director of Aryaman Financial Services Limited in April 2011. Nature of any Family Relationship between any of The Directors Mr. Krishnendu Sen, Managing Director is the father of the Executive Directors Mr. Romeer Sen and Mr. Roman Sen. Details of the Borrowing Powers In terms of the Articles of Association, our Board may, from time to time, at its discretion raise or borrow any sum or sums of money for the purposes of our Company and subject to the provisions of the Companies Act may secure payment or repayment of the same in such manner and terms as may be thought fit by the Board of Directors Pursuant to a resolution passed by the shareholders at an Extra Ordinary General Meeting held on August 25, 2010 in accordance with the Companies Act, the Board is authorised to borrow monies together with monies already borrowed by us, in excess of the aggregate of the paid up capital of the Company and its free reserves, not exceeding ` 15,000 lakhs at any time. As on date of filing the Draft Red Herring Prospectus, the overall borrowings of our Company do not exceed the overall limit as specified under Section 293 (1) (d) of the Companies Act. None of our Directors are “relatives” within the meaning of Section 6 of the Companies Act except as mentioned below: Sr. No Name Designation Relationship

1 Mr. Krishnendu Sen Chairman and Managing Director

Father of Mr. Romeer Sen and Mr. Roman Sen

2 Mr. Romeer Sen Executive Director Son of Mr. Krishnendu Sen and Brother of Mr. Roman Sen

3 Mr. Roman Sen Executive Director Son of Mr. Krishnendu Sen and Brother of Mr. Romeer Sen

Remuneration to Directors Executive Directors Mr. Krishnendu Sen was appointed as the Managing Director of our Company vide Board resolution dated July 23, 2010 and approved in the EGM dated August 20, 2010. The significant terms of his employment and remuneration are as follows: Designation Chairman and Managing Director Date of Re-Appointment August 20, 2010

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Tenure of Appointment 3 years with effect from August 20, 2010 Annual Remuneration: `16,80,000 Perquisites Managing Director shall be entitled to the following perquisites and facilities not

exceeding 40% of his Basic Salary Housing: The expenditure to the Company on hiring furnished accommodation shall not exceed 40% of the Basic Salary. In case the Managing Director is provided accommodations owned by the company, he will pay 10% of his Basic Salary towards house rent

Gas, Electricity, Water and Furnishings: Besides house as mentioned above, the expenditure on gas, electricity, water and furnishings will be borne by the company and the market value will be evaluated as per Income Tax rules, 1962 Medical Reimbursement: Medical Expenses incurred by the MD on self, spouse and dependent children will be reimbursed to him subject to a ceiling of one month’s salary in a year or three month’s salary over a period of three years Club Fees: Fees of two clubs subject to a maximum of two clubs excluding admission and life membership fee Annual Leave: 30 days annual leave with pay for every completed service of eleven months

Leave Travel Concession: For self and family once in a year in accordance with the rules of the company

Personal Accident Insurance: The annual premium on a policy shall not exceed ` 10,000.

Mr. Romeer Sen was appointed as the Director of our Company vide Board resolution dated June 23, 2010 and approved in the EGM dated July 19, 2010. The significant terms of his employment and remuneration are as follows: Designation Director – Business Development Date of Appointment July 19, 2010 Tenure of Appointment Liable to retire by rotation Annual Remuneration: ` 9,60,000 Mr. Roman Sen was appointed as the Director of our Company vide Board resolution dated June 23, 2010 and approved in the EGM dated July 19, 2010. The significant terms of his employment and remuneration are as follows: Designation Director – Planning and Promotion Date of Appointment July 19, 2010 Tenure of Appointment Liable to retire by rotation Annual Remuneration: ` 9,60,000 Non Executive Directors Our non-executive Directors do not draw any remuneration from our Company other than sitting fees for attending the meetings of the Board, or of any committee of the Board as determined by the Board. Currently, the sitting fees payable by our Company to our Non Executive Directors is `500 for every meeting of the Board attended by them and `500 for every meeting of the committee of the Board attended by them. Shareholding of Directors in our Company

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The following table details the shareholding of the Directors in their personal capacity and either as sole or first holder as on the date of filling this Draft Red Herring Prospectus:

Name of Directors Number of Equity Shares % of Pre Issue Share Capital Mr. Krishnendu Sen 2,121,591 18.90 Mr. Romeer Sen 686,104 6.11 Mr. Roman Sen 686,104 6.11 Dr. Anil Saxena NIL NIL Mr. D. S. Sharma NIL NIL Mr. Biswajit Chatterjee NIL NIL

Common directorships of our Directors in companies whose shares are/were suspended from trading on the BSE and/ or the NSE for a period beginning from five years prior to the date of this Draft Red Herring Prospectus None of our Directors are/ have been directors in companies whose shares are/were suspended from trading on the BSE/ NSE, for a period beginning from five years prior to the date of this Draft Red Herring Prospectus. Common directorships of our Directors in listed companies that have been/ were delisted from stock exchanges in India None of our Directors are/ have been directors in companies which have been/ were delisted from any stock exchange in India Interest of Directors All of our Directors may be deemed to be interested to the extent of reimbursement of expenses payable to them, if any under the Articles of Association. 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 Promoter, pursuant to this Issue. All of the Directors 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. The Directors have no interest in any property acquired by our Company within two years of the date of this Draft Red Herring Prospectus. Except as stated in the paragraph “Schedule 18 - Related Party Transactions” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus, the Directors do not have any other interest in the business of the Company. Change in Board of Directors in the last three years The changes in the Board of Directors during the last three years are as follows:

Name Date of Appointment Date of Cessation Reason Mr. Kalpesh Vora - July 19, 2010 Resignation due to pre-occupation Mr. Kishore Dubey - July 19, 2010 Resignation due to pre-occupation Mr. Romeer Sen July 19, 2010 - Appointed as Director Mr. Roman Sen July 19, 2010 - Appointed as Director M` Kajal Sen - July 26, 2010 Resignation due to pre-occupation Mr. Partha Sen - July 26, 2010 Resignation due to pre-occupation Mr. Chetan Thakkar November 25, 2010 - Appointed as Independent Director Mr. Krishna Kabra November 25, 2010 - Appointed as Independent Director Mr. Rohit Arora November 25, 2010 - Appointed as Independent Director Mr. Rohit Arora - November 29, 2010 Resignation due to pre-occupation Dr. Anil Saxena November 29, 2010 - Appointed as Independent Director Mr. D. S. Sharma February 04, 2011 - Appointed as Independent Director Mr. Chetan Thakkar - March 09,2011 Resignation due to pre-occupation Mr. Krishna Kabra - April 20, 2011 Resignation due to pre-occupation Mr. Biswajit Chatterjee March 30, 2011 - Appointed as Independent Director Corporate Governance

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Our Company has complied with the requirements of the applicable regulations, including the listing agreement to be entered in to with the Stock Exchanges and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law. Our Board of Directors is constituted in compliance with the Companies Act and to meet compliance of Clause 49 of the Listing Agreement with Stock Exchanges and in accordance with best practices in corporate governance. The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. Currently, the Board of Directors has 6 (six) Directors and the Chairman of the Board of Directors is an Executive Director. In compliance with Clause 49 of the Listing Agreement, the Company has 3 (three) Executive Director and 3 (three) Non Executive Directors as its Board of Directors. Committees of the Board Audit Committee The audit committee was constituted by our Directors at the meeting of the Board held on March 31, 2011 (“Audit Committee). The Audit Committee comprises of the following members: Members

Name of Director Designation Status Mr. D. S. Sharma Chairman Independent Director Mr. Biswajit Chatterjee Member Independent Director Mr. Anil Saxena Member Independent Director Mr. D.S. Sharma is the Secretary to the Audit Committee. Scope and terms of reference The scope of the Audit Committee is defined under Clause 49 of the Listing Agreement and the provisions of the Act. The Audit Committee acts as a link between the management, the statutory, cost and internal auditors and the Board of Directors and oversees the financial reporting process. Functions of the Audit Committee: - 1. Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees;

3. Approval of payment to our Statutory Auditors for any other services rendered;

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report

in terms of clause (2AA) of section 217 of the Companies Act;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

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g. Qualifications in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

7. 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;

8. Discussion with our internal auditors about any significant findings and follow up thereon;

9. Reviewing the findings of any internal investigations 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;

10. Discussion with our Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

11. Reviewing our Company’s risk management policies;

12. To look 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;

13. Reviewing any changes in the accounting policies or practices as compared to the last completed financial year and commenting on any deviation from the Accounting Standards;

14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; Our Audit Committee is empowered, pursuant to its terms of reference, to: 1. Investigate any activity within its terms of reference and to seek any information it requires from any employee;

2. Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant

experience and expertise, when considered necessary;

Our Company has systems and procedures in place to ensure that our Audit Committee mandatorily reviews: 1. Management’s discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the

management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor;

6. Whenever applicable, the uses/applications of funds raised through public issues, rights issues, preferential issues by major category (capital expenditure, sales and marketing, working capital, etc), as part of the quarterly declaration of financial results;

7. If applicable, on an annual basis, statement certified by the statutory auditors, detailing the use of funds raised through public issues, rights issues, preferential issues for purposes other than those stated in the offer document/prospectus/notice;

8. In addition, the Audit Committee of our company is also empowered to review the financial statements, in

particular, the investments made by the unlisted subsidiary companies (if any), in view of the requirements under Clause 49.

The Audit Committee is also apprised on information with regard to related party transactions by being presented:

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1. A statement in summary form of transactions with related parties in the ordinary course of business;

2. Details of material individual transactions with related parties which are not in the normal course of business;

3. Details of material individual transactions with related parties or others, which are not on an arm’s length basis

along with management’s justification for the same. Shareholder/ Investor Grievance Committee The shareholder/ investor grievance committee was constituted by our Directors at the meeting of the Board held on March 31, 2011 (“Shareholder/ Investor Grievance Committee”). The Shareholder/ Investor Grievance Committee comprises of the following members: Members

Name of Director Designation Status Mr. Krishnendu Sen Chairman Chairman & Managing Director Mr. Biswajit Chatterjee Member Independent Director Dr. Anil Saxena Member Independent Director Scope and Terms of Reference The Shareholder/ Investor Grievance Committee was constituted in terms of the mandatory requirement of Clause 49 of the Listing Agreement to look into all matters related with the transfer of securities; it also specifically looks into redressing complaints of shareholders and investors such as transfer of shares, issue of share certificates, non-receipt of Annual Report and non-receipt of declared dividends. Functions of the Shareholder/ Investor Grievance Committee: - 1. To approve and register transfer and/ or transmission of all classes of share debentures;

2. Redressal of shareholders and investor complaints e.g. transfer of shares, non receipt of balance sheet/ annual

report, non receipt of declared dividend, interest, notices etc.;

3. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

4. To sub-divide, consolidate and issue duplicate share certificates on behalf of our Company;

5. To do all such acts, things, or deeds as may be necessary or incidental to the exercise of the above powe` Remuneration Committee The remuneration committee was constituted by our Directors at the meeting of the Board held on March 31, 2011 (“Remuneration Committee”). The Remuneration Committee comprises of the following members: Members

Name of Director Designation Status Dr. Anil Saxena Chairman Independent Director Mr. Biswajit Chatterjee Member Independent Director Mr. D. S. Sharma Member Independent Director Scope and Terms of Reference 1. To review the overall compensation policy, service agreements and other employment conditions of the managing/

whole time directors;

2. To decide on overall compensation policy for non executive directors;

3. Stock option details, if any, and whether to be issued at a discount as well as the period over which to be accrued and over which to be exercisable;

4. To take decision on the increments in the remuneration of directors.

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Organisation Chart of the Company

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The Details of our Key Managerial Personnel are setout below: Name, Age, Designationand Date of Joining

Qualification Over all Experience

Details of Previous Employment

Remuneration as per terms of appointment

Mr. Ankit Sethi Age:

26 Years Designation Company Secretary &Compliance Officer Date of Joining May 10, 2010 and as Compliance Officer appointed on June 17 , 2010

(B.Com) Bachelor of Commerce & (C.S.)Company Secretary,

Nil Nil 2,40,000

Mr. Pinaki Sen Age:

48 Years Designation Chief Operating Officer Date of Joining October 19, 2010

(B.Com) Bachelor of Commerce, (M.Com)Masters in Commerce, and Chartered Accountant

22 Worked with Sony Entertainment Limited

40,00,000

Mr. S.S. Sharma Age:

55 Years Designation Vice- President Date of Joining August 01, 2007

(B.Com) Bachelor of Commerce

23 Hard Castle & Waud Mfg. Co. Limited and Om Textiles Mills

9,00,000

Ms. Danalakshmi ChettiarAge:

44 Years Designation Vice- President (Human Resource) Date of Joining September 01, 2010

(B.Com) Bachelor of Commerce, (M.com) Masters in Commerce, (MBA) Masters in Business Administration in (Human Resource and LLB (Bachelor of Law)

19 Fourcee Infrastructure Equipment Private Limited, SEEinfobiz, KLT Automotive and Tublar Products, CMS Securities Limited, Itell Solutions and Skayraj .com

9,00,000

Mr. Pabitra Roy Age:

52 Years Designation Senior Vice- President(Creative Head) Date of Joining October 01, 2010

Applied Art 25 IB & W and BEI Confluence Limited

30,00,000

Mr. Aniruddha Pal Age:

31 Years Designation Executive Vice –President (StrategicAlliance) Date of Joining October 01, 2010

Post Graduate degree in Planning and Enterpreneurship (IIPM), MBA (Masters in Business Administration) in Marketing, Information Technology and Human Resource from (IMI) and Post Graduate Diploma in Advance Programming from IBM

6 Cobra PLC, Planman Life (Bangalore) and Planman Marcom (Mumbai)

18,00,000

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All the Key Managerial Personnel mentioned above are on the payrolls of our Company as the Permanent employees. There is no arrangement or understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above mentioned key managerial personnel have been recruited. The details of our key managerial personnel other than our Whole-time Directors are as follows: Mr. Ankit Sethi, aged 26 years, is the Company Secretary and Compliance Officer of our Company. He holds a bachelors degree in Commerce from MDS University, Ajmer. He is a qualified Company Secretary and associate member of The Institute of Company Secretaries of India. He has joined our Company on May 10, 2010 as the Company Secretary and was appointed as the Compliance Officer of our Company on June 17, 2010. His remuneration for the fiscal year 2011-2012 was ` 2.40 lakhs. Mr. Pinaki Sen, aged 48 years, is the Chief Operating Officer of our Company. He holds a bachelors degree in Commerce and a Masters degree in Commerce from Calcutta University. He is a qualified Chartered Accountant and has passed the UGC examination NET for pursuing SR fellowship in finance. He is responsible for the overall operations of our Company in the field of media, advertising, public relations and consulting. Prior to joining our Company he was working with Multi Screen Media Private Limited (Sony Entertainment Television) as Vice President and Head of Department of Internal Control and Adherences Department. He has joined our Company on October 19, 2010. His remuneration for the fiscal year 2010-2011 is `40.00 lakhs. Mr. S. S. Sharma, aged 55 years, is the Vice President (Account and Finance) of our Company. He holds a bachelors degree in Commerce from Sheth G.R. Chamaria College Fatehpur Shekhwati (Rajasthan). He started his career with Podar Group where he was responsible for handling the accounts, and later was involved in sales promotion. He has served Hard Castle & Waud Mfg. Co. Ltd. as Accounts Officer and was responsible fr finalisation of accounts. Before joining our Company, he was working as a Commercial Manager at The Om Textiles Mills and was responsible for finalization of accounts and handling production programme and delivery schedule. He is actively involved in the day to day financial operations of our Company. He manages the finances of our Company and is actively involved in preparation of project reports and dealing with banks. He has joined our Company on August 01, 2007. His remuneration for the fiscal year 2010-2011 was `9.00 lakhs. Ms. Danalakshmi Chettiar, aged 44 years, is the Vice President (Human Resources) of our Company. Ms. Chettiar has completed her MBA in Human Resources from IGNOU, LLB from Mumbai University, B.Com (Accountancy) from Mumbai University and M.Com (Management) from Mumbai University. Prior to working with our Company she was associated with Fourcee Infrastructure Equipments Private Limited as the General Manager (Human Resources), SEEinfobiz as the General Manager (Human Resources), KLT Automotive & Tubular products as the Manager (Human Resources), CMS Securities Limited as the Assistant Manager (Human Resources), Itell Solutions as the Human Resources Manager, Skyraj.com as the Head Human Resources. She was previously employed as the Professor for Human Resources at S.I.E.S College of Commerce and Economics, Sion, Mumbai as well as the Professor for IT at G.D. Somani High School. She is involved in the day to day operations of our Company pertaining to administration and human resource management. She has joined our Company on September 01, 2010. Her remuneration for the fiscal year 2010-2011 is `9.00 lakhs. Mr. Pabitra Roy, aged 52 years is our Senior Vice President (Creative Head). Before joining our Company he was associated with Madison as Chief Creative Director. He was also associated with iB&W as General Manager, where he was instrumental in the business expansion plans for the Company. He was also associated with BEI Confluence Limited as Senior Vice President and Chief Creative Director. He has also worked with Triton for a year as Chief Creative Director. He has joined our Company on October 01, 2010. His remuneration for the fiscal year 2010-2011 is ` 40.00 lakhs. Mr. Aniruddha Pal, aged 31 years is the Executive Vice President (Strategic Alliance). He holds a Post Graduate degree in Planning and Entrepreneurship from the Indian Institute of Planning and Management, an MBA (Marketing, Information Technology and Human Resources) from IMI and has a Post Graduate Diploma in Advance Programming from IBM. Prior to joining our Company, he was employed with Cobra PLC as the Assistant Manager for Communications, Planman Life Bangalore as the Senior Manager, Planman Life Mumbai as the Senior Manager, Planman Marcom as the Assistant Vice President and Business Head. He also has a Certificate in Journalism. He has joined our Company on October 01, 2010. His remuneration for the fiscal year 2010-2011 was `18.00 lakhs.

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Shareholding of Key Managerial Personnel as on date of filing this Draft Red Herring Prospectus None of our Key Managerial Personnel named above hold any Equity Shares in our Company as on the date of filing of this Draft Red Herring Prospectus. Changes in our key managerial employees during the last three years Save and except as mentioned below, there has been no change in the Key Managerial Personnel in our Company during the last three years from the date of filing of this Draft Red Herring Prospectus.

Name of the Key Managerial Personnel Date of appointment Date of cessation Reason

Mr. Ankit Sethi May 01, 2010 - Appointment Ms. Danalakshmi Chettiar September 01, 2010 - Appointment Mr. Pabrita Roy October 01, 2010 - Appointment Mr. Aniruddha Pal October 01, 2010 - Appointment Mr. Pinkai Sen October 19, 2010 - Appointment Bonus or Profit Sharing Plan Our Company does not have a fixed bonus and profit sharing plans for its key managerial personnel. The Company makes bonus payments to the employees based on their performances, which is as per their terms of appointment. Interests of Key Management Personnel The key management 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 to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. None of the key management personnel have been paid any consideration of any nature from our Company, other than their remuneration Details of loans taken by key managerial personnel in the Company None of our key managerial personnel have availed any loans from our Company as on the date of filing this Draft Red Herring Prospectus. Contingent and Deferred Compensation No contingent or deferred compensation has accrued in favour of our Key Managerial Personnel. Employees We believe that a motivated and empowered employee base is integral to our competitive advantage. As on date of filing the Draft Red Herring Prospectus, we have 36 employees. ESOP/ESPS Scheme to Employees Presently, we do not have ESOP/ESPS scheme for employees. Payment of Benefits to Officers of our Company (non-salary related) Except as stated above and the payment of salaries, perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the section titled “Financial Statements” and the chapter titled “Business Overview” beginning on page no 138 and 95 of this Draft Red Herring Prospectus, we have not paid / given any amount or benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Red Herring Prospectus. Retirement Benefits Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company

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OUR PROMOTERS AND THEIR BACKGROUND

The Promoters of our Company are Mr. Krishnendu Sen, Mrs. Kajal Sen, Mr. Romeer Sen and Mr. Roman Sen. Our current Promoters are as follows:

Mr. Krishnendu Sen Permanent Account No: ALVPS0014Q Voter ID No.: MT/06/33/523042 Driving License No.: MH02200071318 Age: 54 years Address: Flat no. 103, Jewel Mahal, 7 Bungalows Garden, J.P. Road, Andheri (W) Mumbai – 400061, Maharashtra, India Bank Account Number: 30184912843 Bank Name and Branch: State Bank of India, PBB Lokhandwala Branch, Raheja Classique, Oshiwara Link Road, Andheri (W)

Mrs. Kajal Sen Permanent Account No: ALEPS8960N Voter ID No.: MT/06/33/523043 Driving License No.: MH02200071317 Age: 46 Address: Flat no. 103, Jewel Mahal, 7 Bungalows Garden, J.P. Road, Andheri (W) Mumbai – 400061, Maharashtra, India Bank Account Number: 30185000199 Bank Name and Branch: State Bank of India, PBB Lokhandwala Branch, Raheja Classique, Oshiwara Link Road, Andheri (W)

Mr. Romeer Sen Permanent Account No: BGMPS1578Q Voter ID No.: Not Obtained Driving License No.: MH0220100106840 Age: 24 Address: Flat no. 103, Jewel Mahal, 7 Bungalows Garden, J.P. Road, Andheri (W) Mumbai – 400061, Maharashtra, India Bank Account Number: 30184912934 Bank Name and Branch: State Bank of India, PBB Lokhandwala Branch, Raheja Classique, Oshiwara Link Road, Andheri (W)

Mr. Roman Sen Permanent Account No: BPRPS4828B Voter ID No.: Not Obtained Driving License No.: MH0220070037550 Age: 22 Address: Flat no. 103, Jewel Mahal, 7 Bungalows Garden, J.P. Road, Andheri (W) Mumbai – 400061, Maharashtra, India Bank Account Number: 30184912923 Bank Name and Branch: State Bank of India, PBB Lokhandwala Branch, Raheja Classique, Oshiwara Link Road, Andheri (W)

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Brief Biographies of the Promoters Mr. Krishnendu Sen Mr. Krishnendu Sen is the Chairman and Managing Director of our Company. He started Katha Mediatix India Limited in the year 2000. He has since then served the Company and has been a driving force behind helping the Company to achieve various milestones. Mr. Sen has been responsible for the execution of various successful advertising campaigns for major clients including Ambey Valley, Sahara Star etc. He is an active member of the Rotary Club of and was their Centenary President of the Club in 2004. He is associated with promoting various social causes like Polio, HIV Aids, giving donations to girls’ schools and organizations. He also supports the Lord Loomba Trust wherein Mrs. Cherie Blair wife of Tony Blair is the Patron and R. K HIV Aids Research & Care Centre, which is headed by Mrs. Priya Dutt. He has been felicitated with a number of awards including All India Human Rights Association (AIHRA) Award in the year 2009, the 2005 International Award for Polio Plus Programme by Rotary International, the 2006 International Award for being the Major Donor by Rotary International and the Youth Sports Award by MDFA, Mumbai in 2003. He had also been nominated for the Rajiv Gandhi Youth Shiromani Award and the R. K HIV Aids Research & Care Centre Award in the year 2009. He has received the Rashtriya Udyog Ratna Award by National Education & Human Resource Development Organization in March 2011. He has played a vital role in formulating the overall business strategy of our Company. Mrs. Kajal Sen Mrs. Kajal Sen, aged 46 years is the wife of Mr. Krishnendu Sen. Mrs. Sen has been implementing staff welfare activities to develop motivation among the team. She has taken an initiative to introduce a monthly health check up for the entire staff. She has been instrumental in providing substantial inputs towards various verticals of business. Mr. Romeer Sen Mr. Romeer Sen, aged 24 years is the elder son of Mr. Krishnendu Sen. He is the Director – Business Development of our Company. He did his schooling from Bombay Cambridge School and thereafter he graduated from Mithibai College of Commerce. He graduated in Bachelor in Mass Media and specialized in Advertising from Usha Pravin Gandhi College of Management securing Distinction from Mumbai University. He has also completed his Masters in International Business Management from Middlesex University in London, United Kingdom. He was responsible for the inception and subsequent incorporation of the London arm of the Katha Group, which is Katha London Advertising Agency in the year 2009. He has handled a strategic tie up with UK based advertising agency “Here and Now” for Katha London Advertising Agency in the year 2010 and is also responsible for campaign for Sahara Star Hotel at Heathrow Airport, London. He is involved in the business development activities of our Company. He has been awarded the Corporate Style Icon in Facebook Category for Pantaloons Style Inc. 2.0 Mr. Roman Sen Mr. Roman Sen, aged 22 years is the younger son of Mr. Krishnendu Sen. He is the Director – Planning and Promotion of our Company. He holds a masters degree business administration from IIPM. He is experienced in the field of marketing, commercial activities and overseas operations of the Company. He has also been instrumental in generating new business avenues for the organization. Presently he is involved in the promotional activities of our Company. Declaration The Permanent Account Number (“PAN”), Bank Account No. and Passport No. of the Promoters have been submitted to BSE and NSE, at the time of filing the Draft Red Herring Prospectus with them. Further, our Promoters and Promoter Group entities, including relatives of the Promoters, and Group companies have confirmed that they have not been detained as wilful defaulters by the RBI or any other governmental authority. Additionally, our Promoters, Promoter Group and Group Companies have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authorities. None of our Promoters was or also is a promoter, director or person in control of any other Company, which is debarred from accessing the capital market under any order or directions made by the SEBI.

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Relationship of Promoters with each other and with our Directors

Name of the Promoter Relation with the Promoters Mr. Krishnendu Sen Father of Mr. Romeer Sen and Mr. Roman Sen and husband of Mrs. Kajal Sen Mrs. Kajal Sen Mother of Mr. Romeer Sen and Mr. Roman Sen and wife of Mr. Krishnendu Sen Mr. Romeer Sen Son of Mr. Krishnendu Sen and Mrs. Kajal Sen and Brother of Mr. Roman Sen Mr. Roman Sen Son of Mr. Krishnendu Sen and Mrs. Kajal Sen and Brother of Mr. Romeer Sen Except as disclosed herein, none of our Promoters are related to any of our Company’s Directors or Key Managerial Personnel. Experience of Promoters in the business of our Company Our Promoters have an experience of more than two decades in our current lines of business. Our Promoters are assisted by a team of qualified professionals to manage the operations of our Company. Interest of Promoters Our Promoters are interested in our Company to the extent of the Equity Shares held by them and to the extent of any dividend payable to them in respect of the aforesaid Equity Shares. In addition, our Promoters, being executive Directors of our Company, may be deemed to be interested to the extent of fees, if any, payable for attending meetings of the Board or a committee thereof as well as to the extent of remuneration and reimbursement of expenses, if any, payable under our Articles of Association and to the extent of remuneration, if any, paid for services rendered as an officer or employee of our Company. Further, details of our Promoters who are also Directors in the Group Companies are as follows:

Sr. No. Group Companies Directors

1 Katha Insurance Services Private Limited

Mr. Krishnendu Sen Mrs. Kajal Sen

2 Katha Interactive Communication Private Limited

Mr. Krishnendu Sen Mrs. Kajal Sen

3 Netsparsh Technologies Private Limited

Mr. Krishnendu Sen Mrs. Kajal Sen

4 Katha London Advertising Agency Limited Mr. Romeer Sen The aforesaid Promoters may be deemed to be interested to the extent of payments made by our Company, if any, to such companies. For further details of the transactions with our Group Companies, please refer to section titled “Related Party Transactions” beginning on Page No. 135 of this Draft Red Herring Prospectus. Except as stated otherwise in this Draft Red Herring Prospectus, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company other than in normal course of business. Interest in the property of our Company Our Promoters do not have any interest in any property acquired by our Company within the two years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company. Payment of benefits to our Promoters during the last two years For details of payments or benefits paid to our Promoters, please refer to the paragraph “Remuneration to Directors” in the chapter titled “Our Management” on Page No. 111 of this Draft Red Herring Prospectus. Except as stated in the section titled “Financial Statements” beginning on page no 138, there has been no payment of benefits to our Promoters during the last two years from the date of filing of this Draft Red Herring Prospectus.

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Disassociation by the Promoter in the last three years There has been no disassociation by the Promoters in the last three years. Other ventures of our promoters Save and except as disclosed in the section titled “Our Promoter Group and Group Companies” beginning on page no 128 of this Draft Red Herring Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests Related Party Transactions For more information on the related party transactions, please refer to the paragraph “Schedule18 – Related Party Transaction” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus. Litigation details pertaining to our Promoters For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the section titled “Outstanding Litigations and Material Developments” beginning on page no 168 of this Draft Red Herring Prospectus. Other confirmations Our Promoters and Promoter Group confirm that they have not been declared as a wilful defaulter by the RBI or any other governmental authority and there have been no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings pertaining to such penalties are pending against them. None of the Promoters or Promoter Group entities or persons in control of the Promoters has been (i) prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad. None of the Promoters is or has ever been a promoter, director or person in control of any other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI.

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OUR PROMOTER GROUP AND GROUP COMPANIES

Our Promoter Group

Our Promoter Group as defined under Regulation 2 (zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, includes following individuals: Promoter’s Mr. Krishnendu Sen Mrs. Kajal Sen Mr. Romeer Sen Mr. Roman Sen Spouse Mrs. Kajal Sen Mr. Krishnendu Sen - - Mother Late Mrs. Bandana Sen Mrs. Chandrika Vora Mrs. Kajal Sen Mrs. Kajal Sen Father Late Mr. Purnendu Sen Late Mr. Pravin

Chandra Vora Mr. Krishnendu Sen Mr. Krishnendu Sen

Brother � Mr. Niherendu Sen � Mr. Soumendu Sen � Mr. Sanjit Sen � Mr. Partha Sen

Mr. Kalpesh Vora Mr. Roman Sen Mr. Romeer Sen

Sister Ms. Chandana Dasgupta Mrs. Purvi Goradia - - Daughter - - - - Son � Mr. Romeer Sen

� Mr. Roman Sen � Mr. Romeer Sen � Mr. Roman Sen

- -

Promoter’s

Spouse Mrs. Kajal Sen Mr. Krishnendu Sen - -

Spouse Mr. Krishnendu Sen Mrs. Kajal Sen - - Mother Mrs. Chandrika Vora Late Mrs. Bandana

Sen - -

Father Late Mr. Pravin Chandra Vora

Late Mr. Purnendu Sen

- -

Brother Mr. Kalpesh Vora � Mr. Niherendu Sen � Mr. Soumendu Sen � Mr. Sanjit Sen � Mr. Partha Sen

- -

Sister Mrs. Purvi Goradia Ms. Chandana Dasgupta

- -

Daughter - - - - Son � Mr. Romeer Sen

� Mr. Roman Sen � Mr. Romeer Sen � Mr. Roman Sen

- -

Our Promoter Group as defined under Regulation 2 (zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, includes following entities:

Mr. Krishnendu Sen Mrs. Kajal Sen Mr. Romeer Sen Mr. Roman Sen � Katha Insurance Services

Private Limited � Katha Interactive

Communications Private Limited

� Netsparsh Technologies Private Limited

� Krishnendu Sen (HUF)

� Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited

Katha London Advertising Agency Limited

-

Immediate relatives of Mr. Krishnendu Sen Entities

Mrs. Kajal Sen � Katha Insurance Services Private Limited � Katha Interactive Communications Private

Limited � Netsparsh Technologies Private Limited

Late Mrs. Bandana Sen NIL Late Mr. Purnendu Sen NIL Mr. Niherendu Sen NIL Mr. Soumendu Sen NIL Mr. Sanjit Sen NIL

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Mr. Partha Sen NIL Ms. Chandana Dasgupta NIL Mr. Romeer Sen Katha London Advertising Agency Limited Mr. Roman Sen NIL

Immediate relatives of Mrs. Kajal Sen Entities Mr. Krishnendu Sen � Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited � Krishnendu Sen (HUF)

Mrs. Chandrika Vora NIL Late Mr. Pravin Chandra Vora NIL Mr. Kalpesh Vora NIL Mrs. Purvi Goradia NIL Mr. Romeer Sen Katha London Advertising Agency Limited Mr. Roman Sen NIL

Immediate relatives of Mr. Romeer Sen Entities Mrs. Kajal Sen � Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited Mr. Krishnendu Sen � Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited � Krishnendu Sen (HUF)

Mr. Roman Sen NIL

Immediate relatives of Mr. Roman Sen Entities Mrs. Kajal Sen � Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited Mr. Krishnendu Sen � Katha Insurance Services Private Limited

� Katha Interactive Communications Private Limited

� Netsparsh Technologies Private Limited � Krishnendu Sen (HUF)

Mr. Romeer Sen Katha London Advertising Agency Limited Companies, Partnership Firms, Proprietary Concerns, Trusts, HUF related to our Promoters:

Nature of Relationship Entity Name Any body corporate in which 10% or more of the equity share capital is held by the Promoter or an immediate relative of the Promoter or a firm or a Hindu Undivided Family in which the Promoter or any one or more of his relative is a member

� Katha Insurance Services Private Limited

� Mr. Krishnendu Sen � Mrs. Kajal Sen

� Katha Interactive

Communications Private Limited � Mr. Krishnendu Sen � Mrs. Kajal Sen

� Netsparsh Technologies Private Limited

� Mr. Krishnendu Sen � Mrs. Kajal Sen

� Katha London Advertising Agency Limited

� Mr. Roman Sen

Any body corporate in which a body corporate as mentioned above holds 10% or more of equity share capital

NIL NIL

Any HUF or firm in which the aggregate shareholding of the Promoter and his immediate relatives is equal to or more than 10%

� Krishnendu Sen (HUF) � Mr. Krishnendu Sen � Mrs. Kajal Sen � Mr. Romeer Sen � Mr. Roman Sen

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Details of entities included in the Promoter Group: Krishnendu Sen HUF Krishnendu Sen (HUF) was registered as a Hindu undivided family on October 13, 1986 with its office at 103, Jewel Mahal, Seven Bungalows Garden Circle, JP Road, Andheri (W), Mumbai – 400 061. Mr. Krishnendu Sen is the Karta of the HUF. The members of Krishnendu Sen (HUF) are:

a. Mrs. Kajal Sen b. Mr. Romeer Sen c. Mr. Roman Sen

Financial Information

(` in lakhs)Particulars For the year ended March 31, 2011

For the year ended March 31, 2010

For the year ended March 31, 2009

Income 5.60 5.01 1.40 Krishnendu Sen (HUF) does not hold any Equity Shares in our Company. Our Group Companies The information relating to equity share capital, reserves (excluding revaluations reserves) and surplus, net asset value per share in this section is as at March 31 of the respective financial period / year. The financial information of the Group Companies mentioned below is from the audited financial statement of the relevant Group Company and is in rupees lakhs except share data which is in rupees. Our Company has 4 Group (four) Companies namely: Companies

1. Katha Insurance Services Private Limited 2. Katha Interactive Communication Private Limited 3. Netsparsh Technologies Private Limited 4. Katha London Advertising Agency Limited Details of such Group Companies are as follows: 1. Katha Insurance Services Private Limited Corporate Information Katha Insurance Services Private Limited was incorporated on April 01, 2002 in the name and style of “Katha Travelines (India) Private Limited” as a private limited Company with the Registrar of Companies, Maharashtra, Mumbai having CIN U66000MH2002PTC135354. The name of the Company was then changed to “Katha Insurance Services Private Limited” and a fresh certificate of incorporation consequent to the name change was issued on July 21, 2010. The main object of Katha Insurance Services Private Limited is to carry on the business to conduct in India or elsewhere the businesses of distribution, sales, marketing of all available life and general insurance product either in the capacity of as licensed corporate agent or that of a licensed insurance broker subject to the approval of the IRDA. Registered Office The registered office of Katha Insurance Services Private Limited is located at 31, Chandragupta Estate, New Link Road, Andheri (W) Mumbai – 400 053, Maharashtra Board of Directors As of March 31, 2011, the Board of Directors of Katha Insurance Services Private Limited comprised of:

Sr. No Name of the Directors Designation

1 Mr. Krishnendu Sen Director 2 Mrs. Kajal Sen Director

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Shareholding Pattern The shareholding pattern of Katha Insurance Services Private Limited as on March 31, 2011 is as follows:

Sr. No Name of the shareholder Number of Equity shares held Percentage holding (%)

1 Mr. Krishnendu Sen 5,000 50.00 2 Mrs. Kajal Sen 5,000 50.00 Total 10,000 100.00

Financial Performance The summary of audited financials of Katha Insurance Services Private Limited for the previous three fiscal years is as follows:

(` in lakhs except per share data)

Particulars For the year ended March 31, 2011

For the year ended March 31, 2010

For the year ended March 31, 2009

Equity Share Capital (face value ` 10/- each)

1.00 1.00 1.00

Reserves & Surplus (excluding revaluation reserve)

(0.40) (0.33) (0.29)

Total Income - - - Profit/ (Loss) after Tax (0.07) (0.04) (0.04) Earnings Per Share (in `) - - - Net Asset Value Per Share (in`)

3.63 4.37 4.78

Litigations There are no litigations by or against Katha Insurance Services Private Limited. Further no notices were issued against Katha Insurance Services Private Limited. Katha Insurance Services Private Limited is an unlisted company and is has not made any public or rights issues in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1995 and it is not under winding up. 2. Katha Interactive Communication Private Limited Corporate Information Katha Interactive Communication Private Limited was incorporated on January 09, 2002 in the name and style of “Harmony Exim Private Limited as a Private Limited Company with the Registrar of Companies, Maharashtra, Mumbai with CIN U51909MH2002PTC134503. The name of the Company was then changed to “Katha Interactive Communication Private Limited and a fresh certificate of incorporation consequent to the name change was issued on January 27, 2004. The main object of the Company is to carry on business of Advertising, Marketing and Media related activity in general, in particular Advertising in all media, marketing management, event management and entertainment related activities. Registered Office The registered office of Katha Interactive Communication Private Limited is located at 31, Chandragupta Estate, New Link Road, Andheri (W) Mumbai – 400 053, Maharashtra. Board of Directors As of March 31, 2011, the Board of Directors of Katha Interactive Communication Private Limited comprised of:

Sr. No Name of the Directors Designation

1 Mr. Krishnendu Sen Director 2 Mrs. Kajal Sen Director

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Shareholding Pattern The shareholding pattern of Katha Interactive Communication Private Limited as on March 31, 2011 is as follows:

Sr. No Name of the shareholder Number of Equity shares held Percentage holding (%)

1 Mr. Krishnendu Sen 5,000 50.00 2 Mrs. Kajal Sen 5,000 50.00 Total 10,000 100.00

Financial Performance The summary of audited financials of Katha Interactive Communication Private Limited for the previous three fiscal years is as follows:

(` in lakhs except per share data)

Particulars For the year ended March 31, 2011

For the year ended March 31, 2010

For the year ended March 31, 2009

Equity Share Capital (face value ` 10/- each)

1.00 1.00 1.00

Reserves & Surplus (excluding revaluation reserve)

- - -

Total Income - - - Profit/ (Loss) after Tax (0.05) (0.05) (0.05) Earnings Per Share (in `) - - - Net Asset Value Per Share (in`)

4.20 4.76 5.31

Litigations There are no litigations by or against Katha Interactive Communication Private Limited. Further no notices were issued against Katha Interactive Communication Private Limited. Katha Interactive Communication Private Limited is an unlisted company and is has not made any public or rights issues in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1995 and it is not under winding up. 3. Netsparsh Technologies Private Limited Corporate Information Netsparsh Technologies Private Limited was incorporated on February 06, 2001 in the name and style of “Netsparsh Technologies Private Limited” as a private limited Company with the Registrar of Companies, Maharashtra, Mumbai. The CIN Number of Netsparsh Technologies Private Limited is U72900MH2001PTC130736. The main object of Netsparsh Technologies Private Limited is to carry on the business of Web Programme Computer Software and information systems and other internet related activities. Registered Office The registered office of Netsparsh Technologies Private Limited is located at 31, Chandragupta Estate, New Link Road, Andheri (West), Mumbai 400 053. Board of Directors As of March 31, 2011, the Board of Directors of Netsparsh Technologies Private Limited comprised of:

Sr. No Name of the Directors Designation

1 Mr. Krishnendu Sen Director 2 Mrs. Kajal Sen Director

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Shareholding Pattern The shareholding pattern of Netsparsh Technologies Private Limited as on March 31, 2011 is as follows:

Sr. No Name of the shareholder Number of Equity shares held Percentage holding (%)

1 Mr. Krishnendu Sen 5,000 50.00 2 Mrs. Kajal Sen 5,000 50.00 Total 10,000 100.00

Financial Performance The summary of audited financials of Netsparsh Technologies Private Limited for the previous three fiscal years is as follows:

(` in lakhs except per share data)Particulars

For the year ended March 31, 2011

For the year ended March 31, 2010

For the year ended March 31, 2009

Equity Share Capital (face value ` 10/- each)

1.00 1.00 1.00

Reserves & Surplus (excluding revaluation reserve)

1.88 1.81 1.76

Total Income 2.46 2.26 2.70 Profit/ (Loss) after Tax 0.073 0.05 0.001 Earnings Per Share (in `) 0.73 0.50 0.01 Net Asset Value Per Share (in`)

28.86 28.13 27.62

Litigations There are no litigations by or against Netsparsh Technologies Private Limited. Further no notices were issued against Netsparsh Technologies Private Limited. Netsparsh Technologies Private Limited is an unlisted company and is has not made any public or rights issues in the preceding three years. It has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1995 and it is not under winding up. 4. Katha London Advertising Agency Limited Corporate Information Katha London Advertising Agency Limited was incorporated on September 03, 2009 in the name and style of “Katha London Advertising Agency Limited” as a private limited Company with the Registrar of Companies for England and Wales. The Company Registration Number of Katha London Advertising Agency Limited is 7008348. The main object of Katha London Advertising Agency Limited is to carry on the business as a general commercial company. Currently Katha London Advertising Agency Private Limited is not carrying out any significant business activities. Registered Office The registered office of Katha London Advertising Agency Limited is located at 1st Floor, 2 Woodberry Grove, North Finchley, London, N12 ODR. Board of Directors As of March 31, 2011, the Board of Directors of Katha London Advertising Agency Limited comprised of:

Sr. No Name of the Directors Designation

1 Mr. Romeer Sen Director

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Shareholding Pattern The authourised share capital of Katha London Advertising Agency Limited is 1,000 Great British Pounds (GBP) divided into 1,000 shares of 1 GBP each. The shareholding pattern of Katha London Advertising Agency Limited as on March 31, 2011 is as follows:

Sr. No Name of the shareholder Number of Equity shares held Percentage holding (%)

1 Mr. Romeer Sen 1 100 Total 100.00

Litigations There are no litigations by or against Katha London Advertising Agency Limited. Further no notices were issued against Katha London Advertising Agency Limited. Katha London Advertising Agency Limited is an unlisted company and has not made any public or rights issues in the preceding three years. Further, no action has been taken against Katha London Advertising Agency Limited by any regulatory authority having jurisdiction over it and it is not a sick company nor is it under winding up under the laws of the United Kingdom. Defunct Group Companies There are no defunct Group Companies of our Company as on the date of this Draft Red Herring Prospectus. Sale or Purchase exceeding 10% between companies in the Promoter Group There are no sale or purchase transactions between our Company and Companies in the Group exceeding in value of 10% of the total sale or purchase of our Company except those transaction mentioned under section titled “Related Party Transactions” beginning on page no 135 of this Draft Red Herring Prospectus. Change in accounting policies in the last three years There has been no change in accounting policies in the last three years except as stated in the section titled “Financial Information” beginning on page no 138 of this Draft Red Herring Prospectus. Disassociation by the Promoter in the last three years There has been no disassociation by the Promoters in the last three years. Litigations For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the section titled “Outstanding Litigations, Defaults and Material Developments” beginning on page no 168 of this Draft Red Herring Prospectus. Other Confirmations Further, our Group Companies have confirmed that they have not been declared 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 and no proceedings pertaining to such penalties are pending against them. (Undertakings Required) Additionally, none of the Group Companies have been restrained from accessing the capital markets for any reasons either by the SEBI or any other authorities. (Undertakings Required) Other Details of Group Companies 1. Our Group Companies have not become a sick company within the meaning of the Sick Industrial Companies

(Special Provisions) Act, 1985 or is not under winding up; 2. There are no defaults in meeting any statutory/ bank/ institutional dues;

3. No proceedings have been initiated for economic offences against our Group Companies; and 4. No proceedings have been initiated by SEBI or other regulatory authorities for violation of any Securities laws

against our Group Companies

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RELATED PARTY TRANSACTIONS

For more information of our related party transactions, refer to Schedule 18 - Related Party Transactions” forming a part of the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus

136

CURRENCY AND UNITS OF PRESENTATION

All references to “Rupees” or “`” are to Indian Rupees, the official currency of the Republic of India. All references to “Euro” are to Euros, the lawful currency of certain nations within the European Union. All references to “US$”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America. In this Draft Red Herring Prospectus our Company has presented certain numerical information in “million” units. One million represents 10, 00,000.

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DIVIDEND POLICY Dividends, other than interim dividends, may be declared at the AGM of our shareholders based on the recommendation of our Board of Directors. Our Board may, at its discretion, recommend dividends to be paid to the shareholders, considering a number of factors including, without limitation, our Company’s future expansion plans and capital requirements, profits earned during the Fiscal, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time, legal restrictions, our Articles of Association and other factors considered relevant by the Board of Directors. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing arrangements we may enter into to finance our business operations . Our Company has not paid any dividend in the past 5 years. The Board may from time to time pay interim dividends to the members if it considers justified by the profits generated by the Company.

138

SECTION VI – FINANCIAL INFORMATION FINANCIAL STATEMENTS

AUDITORS' REPORT

To, Board of Directors Katha Mediatix India Limited 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai. Dear Sirs, We have examined the attached financial information of KATHA MEDIATIX INDIA LIMITED (‘the Company') described below in A and B and annexed to this report and initialed by us for identification. The said standalone summary statement has been prepared in accordance with the requirements of paragraph B of Part II of Schedule II to the Companies Act, 1956 (‘the Act'), and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI Regulation). The financial information has been prepared by the Company and approved by the Board of Direction of the Company. A) Financial Information as Per Audited financial Statements

1) We have examined the attached:

Standalone restated statement of Assets and Liabilities of the company for the year ended on March 31, 2007, March 31, 2008, March 31, 2009 March 31, 2010 , March 31, 2011, and for the three months ended June 30, 2011 (Schedule 1); Standalone restated statement of Profits and Losses of the company for the year ended on March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011, and for the three months ended June 30,2011 (Schedule 2); Standalone restated statement of Cash Flow Statement of the company for the year ended on March 31, 2007, March 31, 2008, March 31, 2009 March 31, 2010 March 31, 2011, and for the three months ended June 30, 2011 (Schedule 3).

2) The audited standalone financial statement of the company for the Financial Year ended on March 31, 2007,

which have been audited by the company’s auditors Atul Doshi & Associate (Chartered Accountant) and whose report have been relied upon by us for the said year;

3) The audited standalone financial statement of the company for the Financial Years ended on March 31, 2008, March 31, 2009, which have been audited by the company’s auditors Sodani & Co.(Chartered Accountant) and whose report have been relied upon by us for the said year;

4) The audited standalone financial statement of the company for the Financial Years ended on March 31, 2010, March 31, 2011, which have been audited us i.e. Gupta Saharia & Co. (Chartered Accountant).

5) Based on our examination of the above statements and the related Audit Reports and on the basis of the

information and explanations given to us, we report that:

(a) The aforesaid statements have been extracted from the audited financial statements as stated above as approved by Board of Directors and adopted by the shareholders in those respective years and have been restated with retrospective effect to reflect the significant accounting policies and significant notes adopted by the Company as on March 31, 2011;

(b) There are no incorrect accounting practices or failures to make provisions or other adjustments to restated

accounts which resulted in audit qualifications for which adjustment or rectification required;

a)Material amounts relating to adjustments for previous years have been identified and adjusted in arriving at the profits of the year to which they relate;

b)There are no qualifications in the auditors’ reports, which require any adjustment to the summary

statements;

c)The aforesaid statements have been restated to effect necessary changes for exceptional items, which have been disclosed separately in the statements in the years to which they relate.

139

d)The profits and 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 respective yea`

e)There are no extra-ordinary items that need to be disclosed separately in the Summary Statements.

We confirm that our firm Gupta Saharia & Co (Chartered Accountant) has been subjected to Peer Review Process of Institute of Chartered Accountants of India (ICAI) and firm holds a valid Certificate No. 03845 dated January 06, 2010 issued by “Peer Review Board” of ICAI.

B) Other financial Information: We have also examined the following other financial information for the Standalone Financial Statement set out in Annexure relating to the Company which is prepared by the management and approved by the Board of Directors:

PARTICULARS SCHEDULE

Statement of Assets And Liabilities as Restated 1 Statement Of Profit And Losses as Restated 2 Statement Of Cash Flow as Restated 3 Statement of Debtors 4 Details of Loan and Advances 5 Statement of Secured Loans 6 Statement of Unsecured Loans 7 Statement of Operating Income 8 Statement of Other Income 9 Earning in Foreign Currency (FOB) 10 Expenditure in Foreign Currency 11 Statement of Investment 12 Statement of Dividend 13 Statement for Earning per share 14 Major Accounting Ratios 15 Capitalization Statement 16 Statement of Tax Shelter 17 Transactions with Related Parties 18 Details of Contingent Liabilities 19 Schedule for restatement of accounts 20 This Restated Financial Information is based on the Audited Financials which are approved by Board of Directors and Adopted by Members in these respective years. This report is intended solely for your information and for inclusion in the Offer Document in connection with the specific Initial Public Offer of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For Gupta Saharia & Co. Chartered Accountants Sd/- Mr. Pawan Gupta Partner Membership No.: 071471 Firm Registration No.: 103446W Peer Review No.: 03845 Date: September 30, 2011 Place: Mumbai

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STATEMENT OF ASSETS AND LIABILITIES AS RESTATED SCHEDULE 1

(Amount in ` lakhs)

Sr. No Particulars

As at June 30,

2011 March

31, 2011 March

31, 2010 March

31, 2009 March

31, 2008 March

31, 2007 A FIXED ASSETS Gross Fixed Assets 418.83 417.14 119.36 100.99 99.94 92.50 Less: Accumulated Depreciation 81.22 73.81 53.22 43.67 34.83 25.51 Net Fixed Assets 337.61 343.33 66.14 57.32 65.10 66.99 Less: Revaluation Reserve 0.00 0.00 0.00 0.00 0.00 0.00

Net Block after adjustment for revaluation Reserve 337.61 343.33 66.14 57.32 65.10 66.99

B INVESTMENTS 165.38 35.38 35.38 35.38 35.38 35.89

C CURRENT ASSETS, LOANS & ADVANCES

Sundry Debtors 3761.53 2350.27 1300.95 1322.14 1237.71 961.89 Cash & Bank Balances 5.78 19.46 8.74 9.00 2.77 3.84 Loans & Advances 734.06 1177.05 223.41 88.77 82.01 187.23 Deposits 154.78 154.77 167.20 13.84 14.43 21.43 TOTAL (C ) 4656.15 3701.56 1700.31 1433.74 1336.93 1174.40 D LIABILITIES AND PROVISIONS Secured Loans 810.58 721.40 411.69 601.54 596.38 369.59 Unsecured Loans 701.37 523.87 106.27 54.33 33.21 27.98 Deferred Tax Liability (Net) 15.88 6.75 3.39 (0.16) (2.56) 0.00 Current Liabilities 641.28 345.23 538.14 387.56 347.33 525.46 Provisions 713.89 548.84 184.67 120.89 101.75 71.24 TOTAL (D) 2883.00 2146.09 1244.17 1164.17 1076.11 994.27 E NET WORTH (A+B+C-D) 2276.14 1934.18 557.66 362.28 361.30 282.99 F Represented By: Share Capital 1122.50 1122.50 200.00 200.00 200.00 100.00 Share Premium 0.00 0.00 0.00 0.00 0.00 0.00 Share Application Money 0.00 0.00 0.00 0.00 0.00 24.08 Reserves & Surplus 1153.64 811.68 357.66 162.28 161.38 159.07 Miss. Expenditure not written off 0.00 0.00 0.00 0.00 0.08 0.16 NET WORTH 2276.14 1934.18 557.66 362.28 361.30 282.99

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STATEMENT OF PROFIT AND LOSSES AS RESTATED

SCHEDULE 2 (Amount in ` lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31. 2011

March 31. 2010

March 31. 2009

March 31. 2008

March 31. 2007

INCOME Sales 3402.75 8339.47 5610.66 3797.41 3728.98 2748.26 Other Income 0.00 0.75 0.09 0.07 0.08 11.48 Total Income 3402.75 8340.22 5610.75 3797.48 3729.06 2759.74 EXPENDITURE Cost of Sales 2722.20 6664.59 4901.80 3477.44 3333.92 2547.75 Office and Administration Expenses 75.66 224.88 270.75 171.79 275.64 98.00 Selling and Distribution Expenses 27.83 80.19 23.71 24.95 19.02 16.11 Finance Expenses 56.22 144.91 102.73 102.01 78.63 13.96 Depreciation 7.41 20.59 9.55 8.84 9.32 8.16 Preliminary Expenses written off 0.00 0.00 0.00 0.08 0.08 0.04 Total Expenditure 2889.32 7135.16 5308.54 3785.12 3716.61 2684.02 Net Profit Before Tax (PBT) 513.43 1205.05 302.20 12.37 12.43 75.72 Provision for Tax Expenses Current Tax 162.34 397.68 103.28 8.01 10.66 59.65 Deferred Tax 9.13 3.35 3.56 2.40 (2.56) 0.00 Fringe benefit tax 0.00 0.00 0.00 1.05 2.03 0.00 Net Profit After Tax (PAT) 341.96 804.02 195.37 0.90 2.31 16.07 Reserve at the beginning of the period 811.68 357.66 162.28 161.38 159.07 143.00 Profit/(Loss) available for appropriation 341.96 804.02 195.37 0.90 2.31 16.07 Share Premium Received during the Year. 0.00 350.00 0.00 0.00 0.00 0.00 Share Premium used for Bonus Share 0.00 350.00 0.00 0.00 0.00 0.00 Reserve used for Bonus Shares 0.00 350.00 0.00 0.00 0.00 0.00 Balance to be carried to Balance Sheet 1153.64 811.68 357.66 162.28 161.38 159.07

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STATEMENT OF CASH FLOW AS RESTATED SCHEDULE 3

(Amount in ` lakhs)

Sr. No Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

A. Cash Flow from Operating Activities Net Profit / (Loss) before tax 513.43 1205.05 302.20 12.37 12.43 75.72 Adjustment for : Depreciation 7.41 20.59 9.55 8.84 9.32 8.16 Interest Expenses 56.22 144.91 102.73 102.01 78.63 13.96 Preliminary expenses written off 0.00 0.00 0.00 0.08 0.08 0.04

Operating profit before working capital changes 577.06 1370.55 414.48 123.29 100.46 97.88

Changes in working Capital Change in Sundry Debtors (1411.26) (1049.32) 21.19 (84.43) (275.82) (64.76) Change in Loan and advances 419.00 (1069.76) (181.11) (15.69) 94.60 44.81 Change in Deposits (0.01) 12.43 (153.36) 0.59 7.00 (6.35) Change in Current Liabilities 296.05 (192.91) 150.58 40.23 (178.13) 454.44 Change in Provision (6.42) (36.86) (43.06) 7.68 20.38 (41.92) Deferred Tax liability 9.13 3.36 3.56 2.40 (2.56) 0.00 Cash generated from operations (116.43) (962.50) 212.29 74.08 (234.08) 484.11 Direct Tax Paid 23.99 116.12 46.46 8.93 10.62 4.87 Net cash from operating activities (A) (92.45) (846.38) 258.75 83.01 (223.46) 488.98

B. Cash Flow from Investing Activities Purchase/Sale of fixed assets (Net) (1.69) (297.78) (18.37) (1.06) (7.44) 0.00 Investments (130.00) 0.00 0.00 0.00 0.51 2.10 Interest Received 0.00 0.00 0.00 0.00 0.00 0.00 Net cash from investing activities (B) (131.69) (297.78) (18.37) (1.06) (6.93) 2.10

C. Cash Flows from Financing Activities Proceeds from Issue of Equity Shares 0.00 222.50 0.00 0.00 100.00 80.00

Proceeds / (Utilisation) of share

Application money 0.00 0.00 0.00 0.00 (24.08) (5.92) Proceeds from Share Premium 0.00 350.00 0.00 0.00 0.00 0.00 Proceeds from Unsecured Loan 177.50 417.60 51.94 21.12 5.23 (761.09) Proceeds from Secured Loan 89.18 309.71 (189.86) 5.17 226.79 213.30 Interest Paid (56.22) (144.91) (102.73) (102.01) (78.63) (13.96)

Net cash used from financing activities (C) 210.46 1154.90 (240.65) (75.72) 229.31 (487.68)

Net change in cash (A+B+C) (13.68) 10.73 (0.28) 6.23 (1.07) 3.40

Cash and cash equivalents at beginning of years 19.46 8.74 9.00 2.77 3.84 0.44

Cash and cash equivalents at end of year 5.78 19.46 8.74 9.00 2.77 3.84 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

A. Following are the significant accounting policies adopted by the company:

1. Preparation and presentation of financial statement:

A) BASIS OF ACCOUNTING The financial statements have been prepared to comply in all material respects with the notified accounting standard by companies (Accounting Standards) Rules, 2006 (as amended) and relevant provisions of the companies act, 1956. The financial statements have been prepared under the historical cost convention on the accrual basis except in case of

143

assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the company and except for changes in accounting policy discussed more fully below, are consistent with those used in the previous year.

B) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of financial statements and the results of operations during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

C) REVENUE RECOGNITION The company generally follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis. D) FIXED ASSETS & DEPRECIATION

i) Fixed assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation and

impairment loss if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

ii) The Company is following Straight Line Method for charging depreciation on Fixed Assets. Accordingly, depreciation for the year has been provided at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956 and read with the relevant circulars issued by the department of the company affairs from time to time.

E) INVENTORIES The company does not have any inventory as on 30.06.2011

F) FOREIGN CURRENCY TRANSACTION Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Exchange differences arising on foreign exchange transactions settled during the year, if any , are recognized in the profit and loss account of the year except that exchange difference related to acquisition of fixed assets from a country outside India are adjusted in the carrying amount of the related fixed assets. Monetary assets and liabilities in foreign currency, if any, are translated at the year end at the closing exchange rate and the resultant exchange differences are recognized in the profit and loss account. Non monetary foreign currency items are carried at cost.

There premium/discount on forward exchange contracts if any, is amortized as expenses or income over the life of the contract.

G) BORROWING COST Borrowing Cost that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets upto the date the asset is put to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing cost are charged to profit & Loss account in the year in which they are incurred.

H) SALES TAX AND SERVICE TAX Where the company has contractual rights to claim equal amounts regarding such taxes from the customer, the same is not charged to expenditure and in other case where liability would be on the company, the same is accounted on provisional basis as assessed by the management and differential on final assessment/ payment basis.

I) INVESTMENTS Long Term Investments are stated at cost and when there is permanent diminution in the value of investments a provision is made wherever applicable. Dividend is accounted for as and when received.

144

J) IMPAIRMENT The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal\external factors. An impairment lost is recognised whenever the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling value and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. For the purpose of accounting of impairment, due consideration is given to revaluation reserve, if any. After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

K) ACCOUNTING FOR TAXES ON INCOME i) Income tax for the current period is determined on the basis of taxable income and tax credit computed in accordance with the provisions of the Income Tax act 1956 and based on expected outcome of assessment/ appeals. ii) Deferred Tax is recognized subject to the consideration of prudence on the timing difference, being the difference between the taxable income and accounting income that originate in one period and are capable of reversal of one or more subsequent periods. Deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future.

L) MICRO SMALL AND MEDIUM ENTERPRISES The management has initiated the process of identifying enterprises which have provided goods and services to the company and which qualify under the definition of Micro Small and Medium enterprises, as defined under Micro Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure, if any, in respect of the amount payable to such enterprises as at June 30, 2011 is made in the financial statements based on information received and available with the company. Further in view of management, the impact of interest, if any, that may be payable, in accordance of the provision of the said act is not material.

NOTES ON ACCOUNTS 1. The figures relating to Previous Year have been regrouped and re-arranged where ever necessary. 2. In the opinion of the Board, Current Assets, Loans & Advances are approximately of the value stated in the

Balance Sheet if realized -in the normal course of Business. 3. Book Debts, Loans & Advances, Sundry Creditors etc. are subject to confirmation from the respective Parties. 4. Amounts in Balance Sheet and Profit and Loss account are rounded off to the nearest rupees in thousand. 5. Other additional information of part ii of schedule VI of the companies Act , 1956 are either NIL or Not applicable. 6. The provisions for all known liabilities have been made during the year and are adequate. SEGMENT REPORTING

Based on the guiding principles given in Accounting Standard on Segment Reporting (AS-17) issued by the Institute of Chartered Accountants of India. Financial information about the primary business segment is presented in the table given below:

145

INFORMATION ABOUT BUSINESS SEGMENTS

(Amount in Rs. Lakhs)

Particulars

Advertisement TV/ Cable Right Consolidated Total June 30,

2011

March 31, 2011

March 31, 2010

June 30,

2011

March 31,

2011

March 31, 2010

June 30,

2011

March 31, 2011

March 31,

2010 Revenue External Sales 3381.66 7285.58 2612.47 21.09 1053.89 2998.19 3402.75 8339.47 5610.66 Inter-segment Sales 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Revenue 3381.66 7285.58 2612.47 21.09 1053.88 2998.19 3402.75 8339.47 5610.66 RESULT Segment result 674.14 1274.00 472.93 6.41 400.87 235.92 680.55 1674.87 708.85 Unallocated corporate expenses

0.00 0.00 0.00 0.00 0.00 0.00 110.90 325.66 304.01

Operating Profit 0.00 0.00 0.00 0.00 0.00 0.00 569.65 1349.21 404.84

Interest expenses 0.00 0.00 0.00 0.00 0.00 0.00 56.22 144.91 102.72

Interest income 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.75 0.09

Income Tax 0.00 0.00 0.00 0.00 0.00 0.00 171.47 401.04 106.83

Profit from ordinary activities

0.00 0.00 0.00 0.00 0.00 0.00 341.96 804.00 195.37

Extraordinary loss: uninsured earthquake damage to factory

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Net Profit 0.00 0.00 0.00 0.00 0.00 0.00 341.96 804.00 195.37 Other Information Segment assets 0.00 0.00 0.00 0.00 0.00 0.00 3761.53 2350.26 1300.95 Unallocated corporate assets

0.00 0.00 0.00 0.00 0.00 0.00 1397.61 1729.99 500.88

Total assets 0.00 0.00 0.00 0.00 0.00 0.00 5159.14 4080.26 1801.83 Segment liabilities 0.00 0.00 411.89 210.24 459.93 Unallocated corporate liabilities

0.00 0.00 0.00 0.00 0.00 0.00 4747.25 3870.02 1341.90

Total Liabilities 0.00 0.00 0.00 0.00 0.00 0.00 5159.14 4080.26 1801.83 Capital Expenditure 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Depreciation 0.00 0.00 0.00 0.00 0.00 0.00 7.41 20.59 9.54 Non-cash expenses other than depreciation

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Segment Accounting & Policies In addition to the significant accounting policies applicable to the business segment as set out in Schedule M of the Notes to the Accounts, the accounting policies in relation to segment accounting are as under: 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, loans and advances and operating cash and bank balances. Segment assets and liabilities do not include investments, inter corporate deposits, reserves and surplus, borrowings, provision for contingencies and income tax (both current and deferred) Segment revenue and expenses: Segment revenue and expense are directly attributable to the segment. Segment revenue and expenses do not include interest income on inter-corporate deposits, profit on sale of investments, interest expense, provision for contingencies and income tax. The company has made following payment to the directors of the company.

(Amounts in ` Lakhs) Particulars June 30,2011 March 31,2011 March 31,2010

146

Directors Remuneration 8.40 32.53 60.60 Total 8.40 32.53 60.60 Remuneration to Statutory Auditors

(Amounts in ` Lakhs) Particulars June 30,2011 March 31,2011 March 31,2010 Statutory Audit and Tax Audit 1.25 5.00 4.50 Total 1.25 5.00 4.50 Contingent Liability:

Claims against the Company not acknowledged as Debts, amounts to ` 219.24/- lakhs.

Exposure in Foreign Currency: The company does not have any foreign currency receivables/payables outstanding as on March 31, 2011. The Company does not enter into forward contracts to hedge its risks associated with foreign currency fluctuations having underlying transaction and relating to highly probable forecast transactions. Loans & Advances includes IPO related Expenses and the same will be adjusted against the share premium account post IPO. Related Party Transaction

Sr. No Name Designation 1 Mr. Krishnendu Sen. Director 2 Mrs. Kajal Sen Director's relative 3 Mr. Partha Sen Director's relative 4 Mr. Romeer Sen Director 5 Mr. Roman Sen Director

Following are the Related Parties Transactions during the year.

(Amounts in ` Lakhs)

Name of Parties

Description of relation with party

Nature of transaction

For the year/ period ended Amount Outstanding As at

June 30, 2011

March 31, 2011

March 31, 2010

June 30, 2011

March 31, 2011

March 31, 2010

Mr. Krishnendu Sen

Director Remuneration

4.20 16.80 30.00 - -

-

Net Loans and advance given (returned)

(31.65) (12.92) (3.40) - -

-

Unsecured Loans

- -

-

31.65 -

12.93

Mrs. Kajal Sen Director’s Relative

Remuneration

- -

25.20 - - -

Net Loans and advance given (returned)

(8.04) (26.56) 35.59 - - -

Unsecured Loans

- - - 28.59 20.55 47.12

Mr. Partha Sen Director's relative

Remuneration

- 1.93 5.40 - - -

Salary 2.19 - - - - -

Mr. Romeer Sen

Director Remuneration

2.10 9.60 12.00 - - -

147

Net Loans and advance given (returned)

3.80 6.11 8.80 - - -

Unsecured Loans

- - - 11.44 15.24 9.12

Mr. Roman Sen

Director Remuneration

2.10 9.60 9.00 - - -

Net Loans and advance given (returned)

(2.25) 6.03 8.44 - - -

Unsecured Loans

- - - 20.32 18.09 12.06

Krishnendu Sen HUF

Director HUF

Rent 0.45 1.80 - - - -

Net Loans and advance given (returned)

(10.05) 33.20 12.25 - - -

Unsecured Loans

- - - 43.55 33.20 -

Retirement Benefits Hitherto the company has started recognizing the provision for the employees retirement benefits as per the accounting standard 15 " Accounting for retirement benefits". During the period the company has adopted Accounting Standard 15 (Revised 2005) "Employee Benefits". Further the incremental liability at the beginning of the year was not material and hence has not been adjusted during the year. i) Actuarial Valuation of Gratuity have been done with the following assumptions. Particulars June 30,2011 March 31,2011

Discount Rate 8.25% 8.25%

Salary Escalation 5.00% 5.00%

Attrition rate 2.00% 2.00% ii) Change in benefit Obligation

(Amounts in ` Lakhs) Particulars June 30,2011 March 31,2011 Liability at the beginning of the current period

1.38 4.23

Interest cost 0.02 0.50 Current Service Cost 0.45 2.04 Past Service Cost - Non Vested Benefit

- -

Past Service Cost - Vested Benefit - - Liability Transferred In - - (Liability Transferred Out) - - (Benefit Paid) - - Actuarial (Gain)/ Loss on Obligations 0.52 (5.38) Liability at the end of current period

2.39 1.39

iii) Recognition of Transitional Liability (Amounts in ` Lakhs)

Particulars June 30,2011 March 31,2011 Unrealized Transitional Liability - - At the start of the period - - Transitional Liability Recognised during the Period

- -

Unrecognised Transitional Liability

- -

At the end of the Period - -

148

iv) Amount recognised in the balance sheet.

(Amounts in ` Lakhs) Particulars June 30,2011 March 31, 2011 Fair Value of Plan Assets at the end of the period

- -

Liability at the end of the period 2.39 1.39 Difference (2.39) (1.39) Unrecognised past service cost at the end of the period

- -

Unrecognised Transitional Liability at the end of the period.

- -

(Net amount recognised in the balance Sheet)

(2.39) (1.39)

v) Expenses recognised in the Income statement

(Amounts in ` Lakhs) Particulars June 30,2011 March 31,2011 Current Service Cost 0.45 2.04 Interest Cost 0.02 0.50 Actuarial (Gain)/Loss 0.52 (5.38) Past Service Cost - Non Vested Benefit

- -

Recognised During the Period - - Past Service Cost - Vested Benefit - - Recognised During the Period - - Transitional Liability During the Period

- -

Expenses Recognised in P&L 1.00 (2.84) Deferred Tax

(Amounts in ` Lakhs) Particulars June 30,2011 March 31,2011 March 31,2010 Deferred Tax Liability

Due to Depreciation 15.86 6.75 3.39 Deferred Tax Assets - - -

Others - - - Net liabilities for deferred tax

(Deferred Tax Assets)15.86 6.75 3.39

Statutory dues: In respect of statutory dues: The company is not regular in depositing with appropriate authorities undisputed statutory dues such as TDS, Service Tax, and Professional Taxes etc. According to the information and explanations given to us and on our examination on test check basis, we are of opinion that there are no undisputed amounts payable in respect of Service Tax, Income Tax and Professional Taxes which were in arrears as at March 31, 2011 for a period more than 6 months from the date they became payable except as under:

(Amounts in ` Lakhs) Sr. No Nature of Liability Amount

1 TDS 51.41 2 Service Tax 9.42 3 Professional Tax 3.30 4 Income Tax (A.Y.2005-06) 34.36 5 Income Tax (A.Y.2010-11) 56.81 Total 155.30

149

STANDALONE SCHEDULE FOR: SUNDRY DEBTORS SCHEDULE 4

(Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

a)From Promoters Group More than Six months 0.00 0.00 0.00 0.00 0.00 0.00 Less than six months 0.00 0.00 0.00 0.00 0.00 0.00 Total (a) 0.00 0.00 0.00 0.00 0.00 0.00 b) Other than Promoter Group More than Six months 258.38 368.83 136.47 989.64 139.90 553.39 Less than six months 3503.15 1981.44 1164.48 332.49 1097.81 408.50 Total (b) 3761.53 2350.27 1300.95 1322.14 1237.71 961.89 Total (a) + (b) 3761.53 2350.27 1300.95 1322.14 1237.71 961.89 STANDALONE SCHEDULES FOR: LOANS AND ADVANCES

SCHEDULE 5 (Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Advance recoverable in cash or kind 507.54 995.48 152.53 64.35 66.52 182.36 TDS Receivable 226.52 181.57 70.88 24.42 15.49 4.87 TOTAL 734.06 1177.05 223.41 88.77 82.01 187.23

STANDALONE SCHEDULE FOR: SECURED LOANS

SCHEDULE 6 (Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

a) Term Loan 0.00 0.00 0.00 0.00 0.00 0.00 b) Cash Credits SBI 810.58 721.40 411.69 600.00 592.01 350.43 C) Car Loan HDFC Limited 0.00 0.00 0.00 1.54 4.37 19.16 TOTAL 810.58 721.40 411.69 601.54 596.38 369.59

150

Details of the Secured Loans as on June 30, 2011 (Amount in ` lakhs,)

Sr. No Name of Lender

Principal Outstanding

as on June 30, 2011*

Rate of Interest

Repayment Schedules Details of Securities

1. CASH CREDIT (A) STATE BANK OF

INDIA 810.58 15.75% On demand Collateral : 1.

Extension of Equitable mortgage of residential flatlocated at 103, Jewel Mahal Co-Operative Housing Society, CTS No.1201, Seven Bunglows circle, J.P. Road, Andheri (W), Mumbai -400061 and Collateral: 2 Extension of Equitable mortgage ofresidential flat located at B/103 and B/1403, Badrinath Kailash Sarovar Sankul, Versova, Andheri (W), Mumbai - 400061 and Collateral 3 Extension of Equitable mortgage of property of Mr. Kishor Brijesh Dubey & Mrs. Puja Kishor Dubey (TPG) situated at B wing flat No. 26, Indra Darshan CHS, 4 Bunglow Andheri (W) , Mumbai.

*As on the date of filing the Draft Red Herring Prospectus, the Company’s working capital limits with State Bank of India have been enhanced to Rs. 1500.00 lacs vide State Bank of India sanction letter dated August 16, 2011 STANDALONE SCHEDULES FOR: UNSECURED LOANS

SCHEDULE 7 (Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Payable to Promoter and Directors 63.42 33.34 60.05 27.85 17.43 27.98 Payable to Other 637.95 490.53 46.22 26.48 15.78 0.00 TOTAL 701.37 523.87 106.27 54.33 33.21 27.98 Details for Unsecured Loan payable to other as on June 30, 2011

(Amount in ` Lakhs)

Sr. No. Name of Lender

Principal Outstanding

as on June 30, 2011

Rate of Interest (%) Repayment Schedules

1 S. E. Investments Ltd.* 236.73 24.00% Entire loan to be repaid on the 90th day of its disbursement

2 Bell Finvest India Ltd. 80.80 10.00%

Rs. 810,000 per month over a period of 12 months from the date of agreement.

3 Dr. Usha Prasad 5.50 Interest Free On Demand 4 Kajal Sen – Shareholder 28.59 Interest Free On Demand 5 Krishnendu Sen HUF Shareholder 43.55 Interest Free On Demand

6 Hillston Advisory Private Limited (Formerly Sparrow Hill Advisory 41.00 Interest Free

On Demand

151

Private Limited) – Shareholder

7

Kotak Mahindra Prime Limited

201.75 9.75%

Rs. 962,724 per month over a period of 36 months from the date of agreement.

TOTAL 637.95 * As on the date of filing the Draft Red Herring Prospectus, the entire outstanding loan amount aggregating to Rs. 236.73 lacs as on June 30, 2011 payable to S. E. Investments Limited has been repaid STANDALONE SCHEDULE FOR: OPERATIONAL INCOME

SCHEDULE 8 (Amount in ` Lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Advertisement 3381.66 7285.58 2612.47 - - - TV /Cable Right 21.09 1053.89 2998.19 - - - TOTAL 3402.75 8339.47 5610.66 3797.41 3728.98 2748.26 Note: As per AS 17: Segment reporting for the company was applicable from 2009-10 onwards. STANDALONE SCHEDULE FOR: OTHER INCOME

SCHEDULE 9 (Amount in ` Lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Other Income 0.00 0.75 0.09 0.07 0.08 11.48 TOTAL 0.00 0.75 0.09 0.07 0.08 11.48

SCHEDULE FOR THE EARNING IN FOREIGN CURRENCY (FOB)

SCHEDULE 10 (Amount in ` Lakhs )

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Income from Operation 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL 0.00 0.00 0.00 0.00 0.00 0.00 STANDALONE SCHEDULE FOR: EXPENDITURE IN FOREIGN CURRENCY

SCHEDULE 11 (Amount in ` Lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Capital Goods (CIF) 0.00 0.00 0.00 0.00 0.00 0.00 Cost of Revenue 0.00 0.00 0.00 0.00 0.00 0.00 Travel & Others 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL 0.00 0.00 0.00 0.00 0.00 0.00 STANDALONE SCHEDULE FOR: INVESTMENTS

SCHEDULE 12 (Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Long term (At cost- Quoted) 0.00 0.00 0.00 0.00 0.00 0.00 Long term (At cost- Un-quoted) 165.38 35.38 35.38 35.38 35.38 35.90 Total 165.38 35.38 35.38 35.38 35.38 35.90

152

STANDALONE SCHEDULE FOR: DIVIDEND SCHEDULE 13

(Amount in ` Lakhs) Except EPS and Share Price Data

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Face Value of Equity Shares 10.00 10.00 10.00 10.00 10.00 10.00 Rate of Dividend 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% STANDALONE SCHEDULE FOR: EARNING PER SHARE (EPS)

SCHEDULE 14 (Amount in ` Lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Net profit after Tax as per profit and Loss A/c 341.96 804.03 195.37 0.90 2.31 16.06

Weighted Average numbers of Equity Shares outstanding

Basic - 11,225,000 10,608,562 5,500,000 5,500,000 2,752,740 558,767 Diluted - 11,225,000 10,608,562 5,500,000 5,500,000 2,752,740 558,767 Basic Earning per shares (In Rs.) 3.05 7.58 3.55 0.02 0.08 2.87 Diluted Earning per shares (In Rs.) 3.05 7.58 3.55 0.02 0.08 2.87 Face Value Per Equity Shares 10.00 10.00 10.00 10.00 10.00 10.00 STANDALONE SCHEDULE FOR: KEY ACCOUNTING RATIO

SCHEDULE 15 (Amount in ` Lakhs)

Particulars As at

June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Net worth 2276.16 1934.18 557.66 362.28 361.30 282.99 Restated Profit after Tax 341.96 804.02 195.37 0.90 2.31 16.07 Return on Net Worth (%) 15.02 41.57 35.03 0.25 0.64 5.68 Basic Earning per shares (In Rs.) 3.05 7.58 9.77 0.04 0.23 7.69 Diluted Earnings per shares (In Rs.) 3.05 7.58 9.77 0.04 0.23 7.69 Number of Equity Shares Outstanding at the end of year 11,225,000 11,225,000 20,00,000 2,000,000 20,00,000 10,00,000 Net Assets Value per Shares 20.28 17.23 27.88 18.11 18.07 28.30 Total Debt/ Equity Ratio 0.66 0.64 0.93 1.81 1.74 1.40

1 Earnings per share (` ): Net Profit restated, attributable to equity shareholders Weighted average number of equity shares outstanding during the year

2 Return on Net worth (%):

Net Profit after Tax, as restated Net Worth at the end of the year

3 Net Assets Value per Equity share (`):

Networth as at the end of the year Number of equity shares outstanding during the year

4 Total Debt/Equity Ratio: Long term debt + Short Term debt Equity Share Capital +Reserves and Surplus

5 Networth Equity Share Capital + Reserves and Surplus- Miscellaneous expenditure to the extent not written off

STANDALONE SCHEDULE FOR: CAPITALIZATION

SCHEDULE 16

153

(Amount in ` Lakhs)

PARTICULARS Pre Issue Post Issue As at June 30, 2011

Short Term Debt 1511.95 ** Long Term Debt 0.00 ** Total Debt 1511.95 ** Shareholder's Funds Share Capital 1122.50 ** Reserves & Surplus 1153.64 ** Share Application Money 0.00 Total Shareholder's Fund 2276.14 ** Total Debt/Equity Ratio 0.66 Long Term Debt / Shareholders Funds Ratio -

** will be incorporated at the time of filing of Prospectus STANDALONE SCHEDULE FOR: STATEMENT OF TAX SHELTER

SCHEDULE 17 (Amount in ` Lakhs)

As at

Particulars June 30, 2011

March 31. 2011

March 31. 2010

March 31. 2009

March 31. 2008

March 31. 2007

Profit before taxes, as restated (A) 513.43 1205.05 302.20 12.37 12.43 75.72 Tax Rate: Statutory Rate (B) 33.22% 33.22% 33.99% 30.90% 30.90% 33.66% Tax as per actual rate on profit (C=A*B) 170.55 400.30 102.72 3.82 3.84 25.49 Adjustments : Tax impact of Permanent Differences Dividend - - - - - - Net Disallowable/ (Allowable) expenses Donation - - - - 0.21 - Disallowances U/s - 40a - - - 2.63 4.60 - Disallowances U/s - 43B - - - 1.11 1.77 - Disallowances of Gratuity & leave encashment 0.90 0.81 - - - - Loss/ (Profit) on sale of Fixed Assets - - - - - - Profit on sale of investments - - - - - - Interest Received - - - - - - TOTAL (D) 0.90 0.81 - 3.74 6.59 - Tax Impact of Temporary Differences Difference between amount allowable under IT and the books of accounts: (9.11)

(3.43) 0.56 0.45 0.22 (0.20)

On account of preliminary expenses - - - - - - TOTAL (E) (9.11) (3.43) 0.56 0.45 0.22 (0.20) Net Adjustments (D + E) = F (9.11) (2.62) 0.56 4.19 6.81 (0.20) Adjusted Tax Liability (C+F) 162.33 397.68 103.28 8.01 10.65 25.29 Total Tax as per return of Income 162.33 397.68 103.28 8.01 10.65 25.29 STANDALONE SCHEDULES FOR: RELATED PARTY DISCLOSURES

154

SCHEDULE 18 A. TYPE OF RELATED PARTY

TYPE OF PARTY NATURE OF RELATIONSHIP Mr. Krishnendu Sen Director

Mr. Partha Sen Director’s Relative Mr. Romeer Sen Director Mr. Roman Sen Director

Krishnendu Sen HUF Director HUF

B. DETAILS OF RELATED PARTY TRANSACTIONS For three months ended June 30, 2011 Name of Related Party Type of Relation Nature of Transaction ` in lakhs

Volume of the Transactions Mr. Krishnendu Sen Director Remuneration 4.20

Unsecured Loan 31.65 Mrs. Kajal Sen Directors relative Unsecured Loan 28.59 Mr. Partha Sen Director's relative Remuneration 2.19

Mr. Romeer Sen Director Remuneration 2.10 Unsecured Loan 11.44

Mr. Roman Sen Director Remuneration 2.10 Unsecured Loan 20.32

Krishnendu Sen HUF Director HUF Rent 0.45

For 2010 – 11 (Amounts in ` Lakhs)

Name of Related Party Type of Relation Nature of Transaction Amount Volume of the Transactions

Mr. Krishnendu Sen Director Remuneration 16.80 Mr. Partha Sen Director's relative Remuneration 1.93

Mr. Romeer Sen Director Remuneration 9.60 Unsecured Loan 15.24

Mr. Roman Sen Director Remuneration 9.60 Unsecured Loan 18.10

Krishnendu Sen HUF Director HUF Rent 1.80 Unsecured Loan 33.20

Mrs. Kajal Sen Unsecured Loan (20.55) For 2009-10

(Amounts in ` Lakhs) Name of Related Party Type of Relation Nature of Transaction Amount

Volume of the Transactions Mr. Krishnendu Sen Director Remuneration 30.00

Unsecured Loan 12.93 Mrs. Kajal Sen Director's relative Remuneration 25.20

Unsecured Loan 47.12 Mr. Partha Sen Director's relative Remuneration 5.40

Mr. Romeer Sen Director Remuneration 12.00 Mr. Roman Sen Director Remuneration 9.00

For 2008-09

(Amounts in ` Lakhs) Name of Related Party Type of Relation Nature of Transaction Amount

Volume of the Transactions Mr. Krishnendu Sen Director Remuneration 21.60

155

Unsecured Loan 16.32 Mrs. Kajal Sen Director Remuneration 18.00

Unsecured Loan 11.52 Mr. Partha Sen Director Remuneration 4.80

Mr. Romeer Sen Director's relative Remuneration 6.00 Mr. Roman Sen Director's relative Remuneration 1.80

For 2007-08

(Amounts in ` Lakhs) Name of Related Party Type of Relation Nature of Transaction Amount

Volume of the Transactions Mr. Krishnendu Sen Director Remuneration 12.26

Unsecured Loan 15.02 Mrs. Kajal Sen Director Remuneration 7.20

Unsecured Loan 2.41 Mr. Partha Sen Director Remuneration 2.40

For 2006-07

(Amounts in ` Lakhs) Name of Related Party Type of Relation Nature of Transaction Amount

Volume of the Transactions Mr. Krishnendu Sen Director Remuneration 17.40 Mrs. Kajal Sen Director Remuneration 7.20 Mr. Partha Sen Director Remuneration 2.40 STANDALONE SCHEDULE FOR: CONTINGENT LIABILITY

SCHEDULE 19 Claims against the Company not acknowledged as Debts, amounts to ` 219.24/- Lakhs. Sr. No Particular Under Section ` in lakhs

1 Ramesh Grover Civil Case 6.65 2 Paresh Mehta Civil Case 74.36 3 Rene Singh and another Civil Case 49.77 4 Sanjay Knit Private Limited Civil Case 1.65 5 Sri Adhikari Brothers Television Network

Limited (also against Krishnedu Sen HUF – Promoter Group)

Civil Case 28.70

6 Jagran Prakashan Civil Case 1.61 7 Pradeep Advertising Civil Case 2.00 8 Number One Advertising Civil Case 8.38 9 Rose Advertising Private Limited (also

against Krishnendu Sen, Mrs. Kajal Sen and Mr. Sanjit Sen)

Criminal Case 39.50

10 Rural Eight (also against Krishnendu Sen, Mrs. Kajal Sen and Mr. Salamutualla

Shaikh)

Criminal Case 6.62

TOTAL 219.24

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STANDALONE SCHEDULE FOR: RESTATEMENT OF ACCOUNTS

SCHEDULE (20) (Amount in ` Lakhs)

Particulars For The Year/Period Ended

June 30,2011

March 31,2011

March 31,2010

March 31, 2009

March 31, 2008

March 31, 2007

Balance carried to balance sheet as per the restated financial statement (A) 1153.66 811.68 357.65 162.28 161.38 159.07 Balance carried to balance sheet as per the audited financial statement (B) 1153.66 811.68 357.65 162.28 161.38 159.07 Increase/(Decrease) (A-B) 0.00 0.00 0.00 0.00 0.00 0.00

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our financial statements included in this Draft Red Herring Prospectus. You should also read the section entitled “Risk Factors” beginning on page no 11 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company and unless otherwise stated, is based on our restated financial statements , which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Our fiscal year ends on March 31 of each year, so all references to a particular “Fiscal” are to the twelve-month period ended March 31 of that year. OVERVIEW We are one of the Media Buying Outdoor Advertising Company in India, located at Mumbai. Our Company is promoted by Mr. Krishnendu Sen and Mrs. Kajal Sen. Mr. Sen has more than two decades of experience in outdoor advertising business. Our Company was incorporated in November 2000 to explore various opportunities in outdoor advertising industry. Katha Mediatix India Limited specializes in media buying service and Out-of-home (OOH) advertising. Our Company was incorporated with an aim to provide quality service in the Outdoor Media Advertising space. This objective was further extended to provide through mastering the art of printing technology. Our business acumen supported by creativity and imagination has propelled us to become a known name in the Outdoor Advertising Business in India. Some of the services that we offer include hoardings, mobile billboards, bus advertisings, bus shelters, airport advertising etc. We also cater to movie theatre screen advertising, taxis, neons, wall wraps etc. as we believe it is a cost effective format which captures a tremendous reach. The purpose of such advertising is to attract attention of the people while travelling. Recently we have diversified our portfolio of services and ventured into new verticals such as advertising, brand consulting, public relation consulting, public relation services, event’s, below the line solutions, film production and electronic content development. We offer comprehensive services to our clients to assist them in maintaining a complete control over their campaign from conceptualization to execution. We provide our clients all the relevant information tailor-made to meet their specific requirement. Significant Development Subsequent to Last Financial Period The Directors of our Company confirm that in their opinion, no circumstances have arisen since the date of the last financial statements, i.e. June 30, 2011 as disclosed in this Draft Red Herring Prospectus and which materially and adversely affect or are likely to affect the trading or profitability of our Company, or the value of its assets, or its ability to pay its liabilities within the next twelve months. Factors that may affect Results of Operations Except as otherwise stated in this Draft Red Herring Prospectus, the risk factors given in this Draft Red Herring Prospectus and the following important factors could cause actual results to differ materially from the expectations include, among others:

� General economic and business conditions; � Company’s ability to successfully implement its strategy and its growth and expansion plans; � Increasing competition in the industry; � Increases in labour costs, raw materials prices, insurance premia, etc; � Amount that our Company is able to realize from the clients; � Changes in laws and regulations that apply to the industry; � Changes in fiscal, economic or political conditions in India; � Social or civil unrest or hostilities with neighboring countries or acts of international terrorism; Discussion on Results of Operations The overview of the financial performance of our Company based on the audited financial information:

158

(` in lakhs)

Particulars 2010-11 2009-10 2008-09 2007-08 2006-07 5 year CAGR

(%) Net sales 8340.22 5610.75 3797.48 3729.06 2759.74 31.98 EBITDA 1370.56 414.49 123.30 100.48 97.88 93.44 PBT 1205.06 302.20 12.37 12.43 75.72 99.74 PAT 804.02 195.37 0.90 2.31 16.07 166.00 Gross Fixed Assets including CWIP

417.14 119.36 100.99 99.94 92.50 -

Tangible Net Worth 1934.18 557.66 362.28 361.30 282.99 - Earnings per share – Basic 7.58 3.55 0.02 0.08 2.87 - Book Value per share 17.23 27.88 18.11 18.07 28.30 - Analysis of financial performance of Katha Mediatix India Limited The following discussion of our financial condition and results of operations should be read together with the restated financial statements for financial years ending March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and three months ended June 30, 2011including the notes thereto and the reports thereon which appear in this Draft Red Herring Prospectus. The restated financial statements are prepared in accordance with the Indian Accounting Standards. The summary statement of profit and loss as restated is as under: SUMMARY OF STATEMENT OF PROFIT AND LOSS ACCOUNT

(` in lakhs)

Particulars For The Year/ Period Ended

June 30, 2011

March 31. 2011

March 31. 2010

March 31. 2009

March 31. 2008

March 31. 2007

INCOME Sales 3402.75 8339.47 5610.66 3797.41 3728.98 2748.26 Other Income 0.00 0.75 0.09 0.07 0.08 11.48 Total Income 3402.75 8340.22 5610.75 3797.48 3729.06 2759.74 EXPENDITURE Cost of Sales 2722.20 6664.59 4901.80 3477.44 3333.92 2547.75 Office and Administration Expenses 75.66 224.88 270.75 171.79 275.64 98.00 Selling and Distribution Expenses 27.83 80.19 23.71 24.95 19.02 16.11 Finance Expenses 56.22 144.91 102.73 102.01 78.63 13.96 Depreciation 7.41 20.59 9.55 8.84 9.32 8.16 Preliminary Expenses written off 0.00 0.00 0.00 0.08 0.08 0.04 Total Expenditure 2889.32 7135.16 5308.54 3785.12 3716.61 2684.02 Net Profit Before Tax (PBT) 513.43 1205.05 302.20 12.37 12.43 75.72 Provision for Tax Expenses Current Tax 162.34 397.68 103.28 8.01 10.66 59.65 Deferred Tax 9.13 3.35 3.56 2.40 (2.56) 0.00 Fringe benefit tax 0.00 0.00 0.00 1.05 2.03 0.00 Net Profit After Tax (PAT) 341.96 804.02 195.37 0.90 2.31 16.07 Reserve at the beginning of the period 811.68 357.66 162.28 161.38 159.07 143.00 Profit/(Loss) available for appropriation 341.96 804.02 195.37 0.90 2.31 16.07 Share Premium Received during the Year. 0.00 350.00 0.00 0.00 0.00 0.00 Share Premium used for Bonus Share 0.00 350.00 0.00 0.00 0.00 0.00 Reserve used for Bonus Shares 0.00 350.00 0.00 0.00 0.00 0.00 Balance to be carried to Balance Sheet 1153.64 811.68 357.66 162.28 161.38 159.07

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Comparison of the financial performance for three months ended June 30, 2011 with June 30, 2010 Revenues The revenues for three months ended June 30, 2011 increased by 34.31 % to ` 3402.75 lakhs as compared to ` 2533.52 lakhs for three months ended June 30, 2010. The increase in the operating income was primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for our company for the three months ended June 30, 2011 and June 30, 2010 is ` Nil. Cost of Sales The cost of sales for three months ended June 30, 2011 increased by 35.48 % to ` 2722.20 lakhs as compared to ` 2009.31 lakhs for three months ended June 30, 2010. The increase in the cost of sales was primarily due to increase in volume/ revenue of our Company. Office and Administration Expenses The office and administrative expenses for three months ended June 30, 2011 increased by 105.21 % to ` 75.66 lakhs as compared to ` 36.87 lakhs for three months ended June 30, 2010. The decrease in the office and administrative expenses was primarily due to better control of fixed as well as variable overheads by the management. Selling and Distribution Expenses The selling and distribution expenses for three months ended June 30, 2011 increased by 54.40 % to ` 27.83 lakhs as compared to ` 18.02 lakhs for three months ended June 30, 2010. The increase in the selling and distribution expenses was part of management policy as a support to the business growth and maintenance of business at a higher level. Depreciation The depreciation expenses for the three months ended June 30, 2011 increased by 43.95 % to ` 7.41 lakhs as compared to ` 5.15 lakhs for three months ended June 30, 2010. The increase in the depreciation was primarily due to increase in gross block of fixed assets from ` 269.31 lakhs to ` 418.83 lakhs from three months ended June 30, 2010 to three months ended June 30, 2011. Finance charges The finance charges for the three months ended June 30, 2011 increased by 144.76 % to ` 56.22 lakhs as compared to ` 22.97 lakhs for three months ended June 30, 2010. The increase in the finance charges was primarily due to increase in interest bearing borrowings of our Company to meet partly increased working capital needs of our Company with increased volumes. Tax The provision for taxation for three months ended June 30, 2011 increased by 11.27% to ` 162.34 lakhs as compared to ` 145.90 lakhs for three months ended June 30, 2010. The increase in the taxation provision was primarily due to increase in the profits earned by our Company. The effective tax rate for three months ended June 30, 2011 is 33.22 % as compared to 33.22 % for three months ended June 30, 2010. Net profit after extraordinary items The restated profit after tax for the three months ended June 30, 2011 is increased by 16.13 % to ` 341.96 lakhs as compared to ` 294.47 lakhs for three months ended June 30, 2010. During the same period, the restated profit after tax as a percentage of total income decreased from 10.05 % to 11.62 %. Comparison of the financial performance of FY 2011 with FY 2010 Revenues

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The revenues for the Fiscal 2011 increased by 48.64 % to ` 8339.47 lakhs as compared to ` 5610.66 lakhs for the Fiscal 2010. The increase in the operating income was primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for our company for the Fiscal 2011 is ` 0.75 lakhs and is negligible in respect to the total revenue of our Company. Cost of Sales The cost of sales for the Fiscal 2011 increased by 35.96 % to ` 6664.59 lakhs as compared to ` 4901.80 lakhs for the Fiscal 2010. The increase in the cost of sales was primarily due to increase in volume/ revenue of our Company. Office and Administration Expenses The office and administrative expenses for the Fiscal 2011 decreased by 16.94% to ` 224.88 lakhs as compared to ` 270.75 lakhs for the Fiscal 2010. The decrease in the office and administrative expenses was primarily due to better control of fixed as well as variable overheads by the management. Selling and Distribution Expenses The selling and distribution expenses for the Fiscal 2011 increased by 238.21% to ` 80.19 lakhs as compared to ` 23.71 lakhs for the Fiscal 2010. The increase in the selling and distribution expenses was part of management policy as a support to the business growth and maintenance of business at a higher level. Depreciation The depreciation expenses for the Fiscal 2011 increased by 115.60% to ` 20.59 lakhs as compared to ` 9.55 lakhs for the Fiscal 2010. The increase in the depreciation was primarily due to increase in gross block of fixed assets from ` 119.36 lakhs to ` 417.14 lakhs from Fiscal 2010 to Fiscal 2011. Finance charges The finance charges for the Fiscal 2011 increased by 41.06 % to ` 144.91 lakhs as compared to ` 102.73 lakhs for the Fiscal 2010. The increase in the finance charges was primarily due to increase in interest bearing borrowings of our Company to meet partly increased working capital needs of our Company with increased volumes. Tax The provision for taxation for the Fiscal 2011 increased by 285.05% to ` 397.68 lakhs as compared to ` 103.28 lakhs for the Fiscal 2010. The increase in the taxation provision was primarily due to increase in the profits earned by our Company. The effective tax rate for the Fiscal 2011 is 33.22 % as compared to 33.99 % for Fiscal 2010. Net profit after extraordinary items The restated profit after tax for the Fiscal 2011 is increased by 311.54 % to ` 804.02 lakhs as compared to ` 195.37 lakhs for the Fiscal 2010. During the same period, the restated profit after tax as a percentage of total income increased from 3.48 % to 9.64%. Comparison of the financial performance of FY 2010 with FY 2009 Revenues

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The revenues for the Fiscal 2010 increased by 47.75% to ` 5610.66 lakhs as compared to ` 3797.41 lakhs for the Fiscal 2009. The increase in the revenue is primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for the Fiscal 2010 is ` 0.09 lakhs and is negligible as compared to the total revenue generated for Fiscal 2010. Cost of Sales The cost of sales for the Fiscal 2010 increased by 40.96 % to ` 4901.80 lakhs as compared to ` 3477.44 lakhs for the Fiscal 2009. The increase in the cost of sales was primarily due to increase in volume/ revenue of our Company. Office and Administration Expenses The office and administrative expenses for the Fiscal 2010 increased by 57.61 % to ` 270.75 lakhs as compared to ` 171.79 lakhs for the Fiscal 2009. The increase in the office and administrative expenses was primarily due to increase in the fixed cost component of our Company. Selling and Distribution Expenses The selling and distribution expenses for the Fiscal 2010 decreased by 4.97% to ` 23.71 lakhs as compared to ` 24.95 lakhs for the Fiscal 2009. The decrease in the selling and distribution expenses was primarily on account of economies of scale. Depreciation The depreciation expenses for the Fiscal 2010 increased by 8.03 % to ` 9.55 lakhs as compared to ` 8.84 lakhs for the Fiscal 2009. The increase in the depreciation was primarily due to increase in gross block of fixed assets from ` 100.99 lakhs to ` 119.36 lakhs from Fiscal 2009 to Fiscal 2010. Finance charges The finance charges for the Fiscal 2010 increased by 0.71 % to ` 102.73 lakhs as compared to ` 102.01 lakhs for the Fiscal 2009. This increase in the finance charges was negligible. Tax The provision for income tax for the Fiscal 2010 increased by 1189.39 % to ` 103.28 lakhs as compared to ` 8.01 lakhs for the Fiscal 2009. The increase in the taxation provision was primarily due to increase in profitability of our Company. The effective tax rate for the Fiscal 2010 is 33.99 % as compared to 33.99 % for Fiscal 2009. Net profit after extraordinary items The restated profit for the Fiscal 2010 increased by 21607.78% to ` 195.37 lakhs as compared to ` 0.90 lakhs for the Fiscal 2009. During the same period, the restated profit as a percentage of total income increased from 0.02% in Fiscal 2009 to 3.48% in Fiscal 2010. Comparison of the financial performance of FY 2009 with FY 2008 Revenues The revenues for the Fiscal 2009 increased by 1.84 % to ` 3797.41 lakhs as compared to ` 3728.98 lakhs for the Fiscal 2008. The increase in the revenue is primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for our Company for the Fiscal 2009 is ` 0.07 lakhs and is negligible in respect to the total revenue of our Company.

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Cost of sales The cost of sales for the Fiscal 2009 increased by 4.30 % to ` 3477.44 lakhs as compared to ` 3333.92 lakhs for the Fiscal 2008. The increase in the cost of sales was primarily due to increase in volume/ revenue of our Company Office and Administration Expenses The office and administration expenses for the Fiscal 2009 decreased by 37.68 % to ` 171.79 lakhs as compared to ` 275.64 lakhs for the Fiscal 2008. The decrease in the office and administration expenses was primarily due to account of cost control measures adopted by our Company. Selling and Distribution Expenses The selling and distribution expenses for the Fiscal 2009 increased by 31.18% to ` 24.95 lakhs as compared to ` 19.02 lakhs for the Fiscal 2008. The increase in the selling and distribution expenses was primarily due to large volume of advertisements undertaken by our Company. Depreciation The depreciation expenses for the Fiscal 2009 is ` 8.84 lakhs as compared to ` 9.32 lakhs for the Fiscal 2008. Finance charges The finance charges for the Fiscal 2009 increased by 29.73 % to ` 102.01 lakhs as compared to ` 78.63 lakhs for the Fiscal 2008. The increase in the finance charges was primarily due to increase in the secured loan of our Company. Tax The provision for taxation for the Fiscal 2009 decreased by 24.86 % to ` 8.01 lakhs as compared to ` 10.66 lakhs for the Fiscal 2008. The decrease in the taxation provision was primarily due to allowances of certain expenses as per income tax act. The effective tax rate for the Fiscal 2009 is 30.90 % as compared to 30.90 % for Fiscal 2008. Net profit after extraordinary items The restated profit for the Fiscal 2009 decreased by 61.04% to ` 0.90 lakhs as compared to previous year. During the same period, the restated profit as a percentage of total income was 0.02 %. Comparison of the financial performance of FY 2008 with FY 2007 Revenues The revenues for the Fiscal 2008 increased by 35.69 % to ` 3728.98 lakhs as compared to ` 2748.26 lakhs for the Fiscal 2007. The increase in the revenue is primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for the Fiscal 2008 decreased by 99.30 % to ` 0.08 lakhs as compared to ` 11.48 lakhs for the Fiscal 2007. The decrease in the other income was primarily due to decrease in the commission income. Cost of Sales The cost of sales for the Fiscal 2008 increased by 30.86 % to ` 3333.92 lakhs as compared to ` 2547.75 lakhs for the Fiscal 2007. The increase in the cost of sales was primarily due to increase in the volume of the business. Office and Administration Expenses The office and administration expense for the Fiscal 2008 increased by 181.27 % to ` 275.64 lakhs as compared to ` 98.00 lakhs for the Fiscal 2007. The increase in the office and administration expenses was part of management policy as a support to the business growth and maintenance of business at a higher level.

163

Selling and Distribution Expenses The selling and distribution expenses for the Fiscal 2008 increased by 18.06 % to ` 19.02 lakhs as compared to ` 16.11 lakhs for the Fiscal 2007. The increase in the selling and distribution was primarily due to increase in the volume of the business. Depreciation The depreciation expenses for the Fiscal 2008 increased by 14.22 % to ` 9.32 lakhs as compared to ` 8.16 lakhs for the Fiscal 2007. The increase in the depreciation was primarily due to increase in gross block of fixed assets from ` 92.50 lakhs to ` 99.94 lakhs from fiscal 2007 to fiscal 2008. Finance charges The finance charges for the Fiscal 2008 increased by 463.25 % to ` 78.63 lakhs as compared to ` 13.96 lakhs for the Fiscal 2007. The increase in the finance charges was primarily due to increase in the secured loans. Tax The provision for taxation for the Fiscal 2008 decreased by 82.13 % to ` 10.66 lakhs as compared to ` 59.65 lakhs for the Fiscal 2007. The decrease in the taxation provision was primarily due to increase in administrative cost as a part of management policy as a support to the business growth and maintenance of business at a higher level. The effective tax rate for the Fiscal 2008 is 30.90 % as compared to 30.60 % for Fiscal 2007. Net profit after extraordinary items The restated profit for the Fiscal 2008 decreased by 85.63% to ` 2.31 lakhs as compared to ` 16.07 lakhs for the Fiscal 2007. Comparison of the financial performance of FY 2007 with FY 2006 Revenues The revenues for the Fiscal 2007 increased by 14.88 % to ` 2748.26 lakhs as compared to ` 2392.32 lakhs for the Fiscal 2006. The increase in the revenue is primarily due to increase in the number of contracts and optimum utilization of resources. Other Income The other income for the Fiscal 2007 increased by 1987.27 % to ` 11.48 lakhs as compared to ` 0.55 lakhs for the Fiscal 2006. The increase in the other income was primarily due to income from commission and discount. Cost of Sales The cost of sales for the Fiscal 2007 increased by 25.70 % to ` 2547.75 lakhs as compared to ` 2026.84 lakhs for the Fiscal 2006. The increase in the cost of sales was primarily due to increase in the volume of the business. Office and Administration Expenses The office and administration expenses for the Fiscal 2007 decreased by 48.55 % to ` 98.00 lakhs as compared to ` 190.47 lakhs for the Fiscal 2006. The decrease in the office and administration expenses was primarily due to account of cost control measures adopted by our Company. Selling and Distribution Expenses The selling and distribution for the Fiscal 2007 decreased by 76.02 % to ` 16.11 lakhs as compared to ` 67.18 lakhs for the Fiscal 2006. The decrease in the selling and distribution expenses was primarily due to account of cost control measures adopted by our Company. Depreciation

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The depreciation expenses for the Fiscal 2007 is ` 8.16 lakhs as compared to ` 8.16 lakhs for the Fiscal 2006, as there is no change in the gross block. Finance charges The finance charges for the Fiscal 2007 decreased by 46.71 % to ` 13.95 lakhs as compared to ` 26.18 lakhs for the Fiscal 2006. The decrease in the finance charges was primarily due to repayment of car loan and other loans. Tax The provision for taxation for the Fiscal 2007 increased by 171.56 % to ` 59.65 lakhs as compared to ` 22.00 lakhs for the Fiscal 2006. The increase in the taxation provision was primarily due to short provision of income tax liability of earlier years. The effective tax rate for the Fiscal 2007 is 30.60 % as compared to 30.60 % for Fiscal 2006. Net profit after extraordinary items The restated profit for the Fiscal 2007 decreased by 69.10 % to ` 16.06 lakhs as compared to ` 52.00 lakhs for the Fiscal 2006. FINANCIAL CONDITION AND LIQUIDITY

(` in lakhs)

Particulars June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Net cash provided/(Used) by 19.46 8.74 9.00 2.77 3.84 0.44 Operating activities (92.45) (846.38) 258.75 83.01 (223.46) 488.98 Investing activities (131.69) (297.78) (18.37) (1.06) (6.93) 2.10 Financial activities 210.46 1154.90 (240.65) (75.72) 229.31 (487.68) Net cash surplus 5.78 19.46 8.74 9.00 2.77 3.84

During the three months ended June 30, 2011, our Company generated cash from operations of ` 5.78 lakhs. Our Company incurred net outflow of ` 131.69 lakhs on investing activities, and entire amount of outflow of ` 131.69 lakhs was on account of fixed assets acquisition. The net inflow from financial activities amounted to ` 210.47 lakhs. The net outflow from operating activities amounted to ` 92.45 lakhs. During the Fiscal 2011, our Company generated cash from operations of ` 19.46 lakhs. Our Company incurred net outflow of ` 297.78 lakhs on investing activities, and entire amount of outflow of ` 297.78 lakhs was on account of fixed assets acquisition. The net inflow from financial activities amounted to ` 1154.90 lakhs. The net outflow from operating activities amounted to ` 846.38 lakhs. During the Fiscal 2010, our Company generated cash from operations of ` 8.74 lakhs. Our Company incurred net outflow of ` 18.37 lakhs on investing activities, and entire amount of outflow ` 18.37 lakhs was on account of fixed assets acquisition. The net outflow from financial activities amounted to ` 240.65 lakhs. The net inflow from operating activities amounted to ` 258.75 lakhs. During the Fiscal 2009, our Company generated cash from operations of ` 9.00 lakhs. Our Company incurred net outflow of ` 1.06 lakhs on investing activities, and entire amount of outflow of ` 1.06 lakhs on account of fixed assets acquisition. The net outflow from financial activities amounted to ` 75.72 lakhs. The net inflow from operating activities amounted to ` 83.01 lakhs. During the Fiscal 2008, our Company generated cash from operations of ` 2.77 lakhs. Our Company incurred net outflow of ` 6.93 lakhs on investing activities, of which entire amount is on account of fixed assets acquisition. The net inflow from financial activities amounted to ` 229.31 lakhs. The net outflow from operating activities amounted to ` 223.46 lakhs. During the Fiscal 2007, our Company generated cash from operations of ` 3.84 lakhs. Our Company incurred net inflow of ` 2.10 lakhs on investing activities, of which entire amount was on account of disposal of investment. The net outflow from financial activities amounted to ` 488.68 lakhs. The net inflow from operating activities amounted to ` 488.98 lakhs. Liabilities and Sources of Financing

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The following table sets forth our stand alone secured and unsecured loans:

(` in lakhs)

Particulars June 30, 2011

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

March 31, 2007

Secured loan 810.58 721.40 411.69 601.54 596.38 369.59 Unsecured loan 701.37 523.87 106.27 54.33 33.21 27.98 Total Borrowings 1511.95 1245.27 517.96 655.87 629.59 397.57 The following table sets forth a summary of the maturity profile for our outstanding long term debt obligations as of June 30, 2011:

(` in lakhs) Payments due by period Amount Repayment within one year i.e. 31.03.2012 86.64 After one year and upto two years i.e. 31.03.2013 93.20 After two year and upto five years i.e. 31.03.2014 62.08 For more information, please refer to the section titled “Financial Statements” beginning of page no 138 of this Draft Red Herring Prospectus Liquidity & Capital Resources We finance our capital requirements through cash generated from operations, debt and equity. As of June 30, 2011, our outstanding borrowings were ` 1511.95 lakhs. Information required as per SEBI regulations 1. Unusual or infrequent events or transactions

Other than as stated in the section titled “Financial Statements” beginning on page no 138 of this Draft Red Herring Prospectus, there have been no unusual, or infrequent transactions that have taken place during the last three year.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations Other than as mentioned under “Factors Influencing Our Results of Operations” forming a part of the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page no 157 of this Draft Red Herring Prospectus, we do not believe that there are any other significant economic changes that materially affect or are likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations Other than as described in this Draft Red Herring Prospectus, particularly in “Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page nos 11, 95 and 157 of this Draft Red Herring Prospectus, to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our income from continuing operations.

4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or price that will cause a material change are known. Other than as described in “Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos 11, 95 and 157 of this Draft Red Herring Prospectus, there are no relationships between costs and income that have or had or are expected to have a material adverse impact on our operations and finances.

5. The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased prices Changes in revenues during the last three fiscal years are explained in the section titled “Management’s Discussion and Analysis of Financial Condition & Results of Operations” under the subsections “Comparison of

166

the financial performance of FY 2011 with FY 2010”, “Comparison of the financial performance of FY 2010 with FY 2009” and “Comparison of the financial performance of FY 2009 with FY 2008” under the respective paragraphs titled “Net Sales”.

6. Total turnover of each major industry segment in which the issuer company operates. The Company is operating in Outdoor Advertising industry. Relevant industry data, as available, has been included in the section titled "Industry Overview" beginning on page no 86 of this Draft Red Herring Prospectus.

7. Status of any publicly announced new products or business segment.

Please refer to the section titled “Business Overview” beginning on page no 96 of this Draft Red Herring Prospectus. 8. The extent to which the business is seasonal.

The business of the Company is (seasonal/ not seasonal) in nature. However, the business activities are affected sometimes due to [�].

9. Any significant dependence on a single or few suppliers or customers Except as disclosed in section titled “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos 95 and 157 of this Draft Red Herring Prospectus, there is no significant dependence on a single or few suppliers or customers.

10. Competitive Conditions Competitive conditions are described under sections titled “Risk Factors”, “Industry Overview”, “Business Overview” and “Management’s Discussion and Analysis of Financial Conditions and Result of Operations” beginning on page nos 11, 86, 95 , and 157 of this Draft Red Herring Prospectus.

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FINANCIAL INDEBTEDNESS Our Company is enjoying various credit facilities as sanctioned by Banks and Financial Institutions for conducting our business operations. Details of Secured Borrowings of our Company Set forth below is a brief summary of our Company’s Secured Borrowings from State Bank of India Vile Parle (E), Commercial Branch as on 16th August, 2011 with a brief description of certain significant terms of such financing arrangements: S. No. Particulars Terms and Condition

1 Fund Based Facility Cash Credit 2 Limit/Amount `1500.00 lakh (`15.00 Crores) 3 Purpose Working Capital 4 Rate of Interest @BBR+6.00% p.a. = 16.00% p.a. Current BBR is 10% p.a. 5 Upfront fees `4,06,667/- which is non-refundable 6 Other Charges Documentation Charges & out of pocket charges of actual 7 Margin 40% on book debts up to 120 days 8 Tenure 12 months subject to annual review, repayable on demand 9 Primary Security: First Charge on the entire current assets of the company

10 Collateral Security: � Equitable Mortgage of residential flat located at 103, Jewel Mahal Co-op. Hsg. Soc., CTS No 1201, Seven Bunglows Circle, J P Road, Andheri (West), Mumbai 400061 measuring 930 sq. ft. (super build area) in the name of Mr. Krishnendu Sen & Kajal Sen. Approx. Market Value: `164.00 lakh.

� Equitable mortgage of Residential flat located at B/1303 & B/1403, Badrinath Kailash Sarovar Sankul, Versova, Andheri (W), Mumbai – 400061 in the name of KrishnenduSen & Kajal Sen, Approx. Market Value: ` 702.00 lakh.

� Equitable Mortgage of property of Mr. Kishor Brijesh Dubey (TPG) situated at B wing flat no. 26, Indra Darshan CHS, Four Bunglows, Andheri (W), Mumbai 400061 admeasuring 650 sq ft (carpet area). Approx. Market value ` 116.00 lakh

11 Guarantee � Mr. Krishnendu Sen � Mr. Romeer Sen � Mr. Roman Sen � Mrs. Kajal K Sen � Mr. Kishor Brijesh Dubey (TPG)

Restrictive Covenants: � effect any change in the company’s capital structure, � formulate any scheme of amalgamation or reconstruction, � Implement any scheme of expansion/ modernization/ diversification/ renovation or acquire any fixed asset during

any accounting year, � invest by way of share capital or lend or advance funds to or place deposits with any other concern, including

sister/ associate/ family/ subsidiary/ group concerns. However normal trade credit, security deposits in the normal course of business or advances to employees can be excluded.

� enter into borrowing arrangements either secured or unsecured with any other Bank, Financial Institution, company or person

� undertake guarantee obligations on behalf of any other Company, firm or person. � declare dividends for any year except out of profits relating to that year after making all dues and necessary

provisions and provided further that no default had occurred in any repayment obligations. � Effect any drastic change in their management setup.

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SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION, DEFAULTS AND MATERIAL DEVELOPMENTS Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings before any judicial, quasi-judicial, arbitral or administrative tribunals, including pending proceedings for violation of statutory regulations or, alleging criminal or economic offences or tax liabilities or any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoter and our Group Entities that would have a material adverse effect on our business. Further there are no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on our business. This section has been divided into six parts: Part 1 Contingent Liabilities of our Company; Part 2 Litigation relating to our Company; Part 3 Litigation against out Directors; Part 4 Litigation relating to our Promoter and Group Companies; Part 5 Amounts owed to Small Scale Undertakings and other Creditors; Part 6 Material Developments.

PART 1: CONTINGENT LIABILITIES OF OUR COMPANY Sr. No Particular Under Section Amount (` in Lakhs) as on

June 30, 2011 1 Ramesh Grover Civil Case 6.65* 2 Paresh Mehta Civil Case 74.36 3 Rene Singh and another Civil Case 49.77 4 Sanjay Knit Private Limited Civil Case 1.65 5 Sri Adhikari Brothers Television Network

Limited (also against KrishneduSen HUF – Promoter Group)

Civil Case 28.70

6 JagranPrakashan Civil Case 1.60** 7 Pradeep Advertising Civil Case 2.00# 8 Number One Advertising Civil Case 8.38## 9 Rose Advertising Private Limited (also

against KrishnenduSen, Mrs. KajalSen and Mr. SanjitSen)

Criminal Case 39.50�

10 Rural Eight (also against KrishnenduSen, Mrs. KajalSen and Mr. SalamutuallaShaikh)

Criminal Case 6.62

TOTAL 219.24 * The Company has further paid off `. 4,00,000 as on August 24, 2011. ** The said amount was paid off on July 13, 2011 and nothing is pending as on date. # The said amount was paid off on August 12, 2011. ##The said amount was paid off on August 26, 2011 and nothing is pending as on date. �The Company has further paid off Rs. 7,50,000 as on August 24, 2011. PART 2: LITIGATION RELATING TO OUR COMPANY

A. FILED AGAINST OUR COMPANY

1. Litigation Involving Civil Laws:

Following are the Parties who have filed suits against the Company for reasons mentioned hereinafter:-

(i) Civil Suit filed by Mr. Ramesh Grover against our Company for recovery of money in the District Court of Delhi

Ramesh Grover, Sole Proprietor of Krishna Studio filed a suit bearing number CS/231 of 2006 in the District Court of Delhi against the Company. It is alleged by that the Company during the course of business with Ramesh Grover placed orders from time to time for displaying illuminated and non-illuminated Bus–Q-Shelters at various locations. The aforesaid suit was filed by Ramesh Grover for recovery of a sum

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aggregating to Rs.7,90,366/- (plus future interest at 18% p.a. from the date of institution of the suit till the date of realization of the decreetal amount be passed in favour of Ramesh Grover and against the Company) by Ramesh Grover against the Company, in the District Court of Delhi, alleging non-payment of the aforesaid amount towards services rendered by Ramesh Grover.

Vide judgment dated January 27, 2010, the suit was decreed in favour of Ramesh Grover and the Company was ordered to pay an amount of Rs.7,90,366/- (plus future interest at 18% p.a. from the date of institution of the suit till the date of realization of the decreetal amount).The Company has in this regard discharged its partial liability to the extent of Rs. 5,25,000.

(ii) Summary Suit filed against our Company for recovery of money in the High Court of Judicature at Bombay Mr. Paresh Mehta, Proprietor of Kapole Advertising Agency has filed a summary suit bearing number 2732 of 2008 against the Company before the Hon’ble High Court of Bombay for recovery of Rs.1,25,83,580/- (including interest at the rate of 24% per annum) from the Company. On 3rd April, 2009 the Hon’ble Court passed an order directing the Company to pay to Paresh Mehta, a sum of Rs. 74,36,085/- together with interest thereon at 6% p.a from the date of the suit till the date of the decree and at 9% p.a from the date of the decree until final payment and all costs of the suit are cleared. The Company has thereafter, filed a Notice of Motion No. 2001 of 2009 for setting aside the aforesaid judgment and the same is pending for final hearing.

(iii) Company Petition filed by Shimnit Infrastructure Limited (“Shimnit”) against our Company for recovery of money in the High Court of Judicature at Bombay

Shimnitfiled a Company Petition in the High Court of Bombay bearing Company Petition No.660 of 2004 against the Company submitting that the Company’s payment to Shimnit of Rs.64,62,327/- (including interest) through cheques dated March 27, 2004, April 9th, 2004 and May 15, 2004 has been dishonoured and therefore, the Company be wound up. The said Petition was rejected by the Hon’ble Bombay High Court vide order dated May 7, 2005.Shimnit thereafter, filed an appeal against the aforesaid order, which has been admitted by the Division Bench of the Hon’ble Bombay High Court. The Hon’ble High Court passed an order dated September 30, 2010 with the consent of the Company and Shimnit directing that the Company shall deposit an amount of Rs.59,00,000/- with the Court within a period of 12 weeks from the date of the order. After the said period of 12 weeks, the Hon’ble Court also granted an extension to the Company on December 23, 2010. Eventually, on March 3, 2011, the Hon’ble High Court vide order decided that the Company would pay the sum of Rs.10,00,000/- on or before March 7, 2011 and the balance sum shall be accepted on or before March 31, 2011. Accordingly, the Company paid off its entire monetary liability aggregating to Rs. 59,12,000 on the respective dates and accordingly nothing remains outstanding. The Company Petition was thus disposed off.

(iv) Summary Suit filed by Ms. Rene Singh and Another (“Ms. Rene Singh”) against our Company for

recovery of money in theHigh Court of Delhi

Ms. Rene Singh had filed a summary suit bearing number 17 of 2008 against the Company before the Hon’bleHigh Court of Delhi, for recovery of Rs. 49,77,165/- (plus future interest as well as pendente-lite interest @ 18% per annum from the date of decree up to the date of realization), on account of services provided to the Company. Accordingly, the Hon’bleCourt passed an order dated December 10, 2009 that a sum of Rs. 35,72,783 being the Principal Amount and Rs. 13,93,383/- being the interest for the period upto filing of the suit, shall be paid by the Company to Ms. Rene Singh. The Hon’ble Court also held that the Company was liable to pay pendente-lite and further interest @ 12% per annum on the said amount of Rs.49,77,165/-.

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The Company has filed an appeal before the High Court of Delhi against Ms. Rene Singh, challenging the judgment and decree passed by the High Court of Delhi on December 10, 2009 as amended on June 3, 2010 in the summary suit filed by Ms. Rene Singh against the Company. The High Court of Delhi passed an order stating that the appeal by the company filed be disposed off. The Company has been accordingly made liable for Rs. 35,72,783 along with interest at the rate of 10% per annum beginning from July 26, 2005. The aforesaid amount shall be paid by the company in 2 installments. The Company will pay Rs. 25,00,000 within one month from the date of the decree and balance within 2 months thereafter. The aforesaid judgment has been challenged in the present appeal by the Company. The appeal is pending in the High Court of Delhi.

(v) Civil Suit filed by Sanjay Knit Private Limited (“Sanjay Knit”)for recovery of money filed against:

(a) Our Company; and (b) Promoter and Managing Director - Mr. KrishnenduSen…………………………...... (“Defendants”) Our Company had entered into a contract of advertisement with Sanjay Knit. Pursuant to the contract, Sanjay Knit raised bills on our Company dated June 25, 2004 and October 16, 2004 for payment of Rs. 2,37,600/- and Rs. 27,550/- respectively, aggregating to Rs. 2, 65,150/-. Out of the total bill amount, our Company discharged its liability of Rs. 1,00,000 and the balance was outstanding. Consequently, Sanjay Knit filed a civil suit dated March 6, 2007 bearing Special Civil Suit Number 497 of 2007 against the Defendantsfor recovery of the aforesaid amount in the Court of Civil Judge, Senior Division, Pune. The Hon’ble Court delivered its judgment dated February 21, 2011 in which the Defendants were ordered to pay the aforesaid amount of Rs. 1,65,150/- along with an interest at 9 % p.a. from March 31, 2005 till realization of the decreed amount.The Defendants have till date not paid the decreed amount and the same is outstanding.

(vi) Summary Suit filed by M/s Sai Associates against our Company for recovery of Rs. 3,65,690/-

Our Company had business dealings with Sai Associates, a proprietorship concern represented through its proprietor Mr. RiteshVasudeva by virtue of which our Company was liable to pay an outstanding amount of Rs. 3,65,690/- to Sai Associates. In order to discharge the said amount, our Company issued a cheque of Rs. 3,65,690/- dated March 18, 2005 which was dishonoured. Thereafter, Sai Associates filed a Civil Suit No. 95 of 2007in the Court of District & Sessions Judge, Delhi against our Company. The Hon’ble Court pronounced its judgment dated September 21, 2007 in which our Company was ordered to pay a sum of Rs. 3,65,690/- along with an interest of 18% p.a. from the date of issue of said cheque till the realization of the decreed amount.Accordingly,the Company has paid off the aforesaid amount.

(vii) Summary suit filed by Sri Adhikari Brothers Television Network Limited (“Adhikari Brothers”) for recovery of money by Adhikari Brothers against:

(a) Our Company (b) KrishnenduSen (HUF) KrishnenduSen (HUF) (“Accused”) and Adhikari Brothers had entered into an Memorandum of Understanding (MOU) on January 15, 2008 whereby the Accused agreed to sell and transfer the premises of the Registered Office of the Company for an aggregate consideration of Rs.1,25,00,000/-. As per the MOU, Adhikari Brothers paid the Accused Rs. 25,00,000/- as earnest money . However, the Accused unilaterally terminated the MOU. Adhikari Brothers hence sought refund of Rs. 25,00,000/- paid earlier to the Accused.

The Accused refunded the said amount vide five cheques aggregating to Rs. 25,00,000/-, all of which were dishonoured. Thereafter on the request of the Accused, the Company issued three cheques totaling up to Rs. 15,00,000/- in discharge of the partial monetary liability. However, all these cheques were dishonoured.

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Consequently, vide pay order dated March 4, 2009, Adhikari Brothers received an amount of Rs.5,00,000/-.Thus, the outstanding balance payable by the Company was Rs. 20,00,000/- against which the Company issued four cheques of Rs. 5,00,000/- each. The cheques were dishonoured. Adhikari Brothers then issued a legal notice dated September 7, 2009.Subsequently, Adhikari Brothers filed a criminal complaint bearing number 13563/SS of 2009 under Section 138 of the Negotiable Instruments Act, 1881 against the Accused in the Court of the Metropolitan Magistrate, Andheri, Mumbai, under Section 138 of Negotiable Instruments Act, 1881. By an order of the Court dated October 28, 2009, it was held that the MOU did not provide any Clause for refund of the said amount in the event of termination of MOU.KrishnenduSen (HUF) was thus acquitted.

Adhikari Brothers then filed a summary suit (bearing number 1882 of 2011) dated July 1, 2011 in the High Court of Judicature at Bombay against the Accused and the Company.Adhikari Brothers have prayed relief for refund of Rs. 20,00,000/- paid by it earlier along with interest of 18% p.a total aggregating upto Rs. 28,70,000/- This case is pending before the High Court of Judicature at Bombay.

2. Litigation Involving Criminal Laws:

(i) Criminal Complaint filed by Pioneer Publicity Corporation (“Pioneer”) under Section 138 of the Negotiable Instruments Act, 1881 against:

(a) Our Company; (b) Promoter and Managing Director - Mr. KrishnenduSen; (c) Promoter - Mrs. KajalSen; and (d) Our former Director -Mr. SanjitSen………………………………………………….(“Accused”)

A complaint bearing Complaint No. 568 of 2005 under Section 138 of Negotiable Instruments Act, 1881.had been filed by Pioneer through its partner Mr. MukeshVasudeva against the Accused in the Court of the Metropolitan Magistrate, Delhi,

Pioneer has alleged that a sum of Rs. 1,72,05,738/- is due and payable by the Company towards the services rendered by Pioneer. Pioneer has claimed that the aforesaid outstanding amount (plus interest at 24% p.a.) is payable to Pioneer by the Company. Pioneer has also alleged that the cheques of Rs. 20,00,000/-, Rs. 20,00,000/-, Rs. 40,00,000/- and Rs.20,00,000/-, all drawn on UTI Bank Ltd., Andheri, Mumbai, issued by the Company of a sum equal to Rs.1,00,00,000/- towards the payment of outstanding liability have been dishonoured. Pioneer has requested the Hon’ble Court to try the Accused under Section 138 of the Negotiable Instruments Act, 1881.

The final payment including interest as mentioned aforesaid summing up to Rs. 2,00,00,000/- was paid by the Company in installments and the case was disposed off on June 9, 2011.

(ii) Criminal Complaint filed by Rose Advertising Private Limited(“Rose Advertising”) under Sections 420/406/506/34 of the Indian Penal Code, 1860 against:

(a) Our Company; (b) Our Promoter and Managing Director -Mr. KrishnenduSen; (c) Our Promoter-Mrs. KajalSen; (d) Our former Director- Mr. SanjitSen; and (e) Our former Authorized Signatory –Mr. ParthaSen………………………………..(“Accused”)

Rose Advertising and the Company had business dealings In order to discharge the monetary liability against the bills raised by Rose Advertising, our Company issued a cheque bearing number 757488 dated May 27, 2004 for Rs. 4,94,857, which was dishonoured. Several bills were raised by Rose Advertising

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over a period of about two years on our Company and our Company’s monetary liability aggregated to a total amount of Rs. 53, 76, 926/-. Consequently, Rose Advertising filed a criminal complaint against the Accused under Sections 420,406,506, 34 of the Indian Penal Code, 1860 for cheating, fraud, criminal breach of trust, causing wrongful loss, criminal conspiracy and intimidation with the Mangolpuri Police Station, Delhi as well as before the Chief Metroploitan Magistrate at RohiniCourt, Delhi (Criminal Case No.99/1 of 2009).

However, it was decided between Rose Advertising and Accused that the dispute will be settled amicably and subsequently they entered into a Compromise-cum-Settlement Deed which was executed on November 24, 2009. The amount payable by our Company to Rose Advertising was settled at Rs. 45,00,000. In this regard, our Company has issued 66 postdated cheques for the aforesaid amount dated 25th of each calendar month from October 25, 2009 to March 25, 2015. In this regard, the Company has till date discharged its partial liability to the extent of Rs. 7,50,000. The case is however pending with the Learned Metropolitan Magistrate at Rohini Courts, Delhi.

(iii) Criminal Complaint filed by Pradeep Advertising Agency (“Pradeep Advertising”) against our

Company under the Sections 138/142 of the Negotiable Instruments Act, 1881 read with Sections 406 and 420 of the Indian Penal Code, 1860.

Pradeep Advertising, a proprietorship concern through its proprietor Mr. BrijmohanDiwanhad certain business dealings with the Company Pradeep Advertising bills under which , the total outstanding amount payable by our Company aggregated to Rs. 38,07,111/-. Our Company issued a cheque bearing number 400525 dated February 9, 2008 amounting to Rs. 5,11,056 in favour of Pradeep Advertising against the biilsso raised. However, the cheque was dishonoured.

Since our Company failed to make the said payment of Rs. 5,11,056, Pradeep Advertising filed a criminal complaint (Case No. 402/2008) on May 26, 2008 in the court of Judicial Magistrate First Class, Court No.6, Nagpur.

The Company has paid off its liability to an extent of Rs. 5,00,000 vide 4 Demand Drafts dated June 4, 2010, June 29, 2010, October 12, 2010 and August 8, 2011.

The above criminal complaint is pending before court of Judicial magistrate First Class, Court No.6, Nagpur.

(iv) Criminal Complaint filed by JagranPrakashan Limited (“Jagran”) under the Section 138/142 of the Negotiable Instruments Act, 1881 against:

(a) Our Company; and (b) Promoter and Managing Director - Mr. KrishnenduSen……………………………..(“Accused”) Jagran has taken on hire basis several hoardings and bill boards, one of which it had further let out to our Company pursuant to which they had raised bills. As per the bills raised, the total outstanding amount payable by the Company was Rs.4,99,454/-. In partial discharge of our total liability, our Company issued 2 cheques totaling to Rs. 1,11,086 (dated November 28, 2008 and December 10, 2008) in favour of Jagran. However, the said chequesweredishonoured for the reason of “insufficient funds”. Thereafter, Jagran served a legal notice dated April 6, 2009 on our Company to which our Company failed to respond. Thus Jagran filed a criminal complaint bearing number 28905/SS of 2009 on May 26, 2009 against the Accused, in the Court of Metropolitan Magistrate, Dadar, Mumbai under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881.

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Consequently, the Company has paid a total amount of Rs. 6,45,640 vide 4 cheques each being dated January 28, 2011, March 3, 2011, April 6, 2011 and July 13, 2011.

(v) Criminal Complaint filed by Rural Eight (“Complainant”) under the Section 138 of the Negotiable

Instruments Act, 1881 against:

(a) Our Company; (b) Promoter and Managing Director - Mr. KrsihnenduSen; (c) Promter - Mrs. KajalSen; and (d) One of our shareholders -Mr. SalamatullaShaikh……………………………………(“Accused”)

The Complainant, a proprietorship concern had certain business dealingswith our Company against which it had raised bills aggregating to a total amount of Rs. 6,61,886/-. In order to discharge this liability, our Company issued a chequefor the aforesaid amount, which was dishonoured.

Thereafter, the Complainant served a legal notice dated August 24, 2004 under Section 138 of the Negotiable Instruments Act, 1881.Thereafter, the Complainant filed a criminal complaint bearing number 4838 of 2004 in the Court of Learned Sub-divisional Judicial Magistrate, AlipurtheAccused.

The case is pending with the Court of Learned Sub-divisional Judicial Magistrate, Alipur. The next date for hearing is fixed on November 11, 2011.

3. Litigation Involving Securities and Economic Laws: NIL

4. Litigation Involving Statutory Laws: NIL

5. Litigation Involving Labour Laws: NIL

B. CASES FILED BY OUR COMPANY 1. Litigation Involving Civil Laws: NIL

2. Litigation Involving Criminal Laws: NIL

3. Litigation Involving Securities and Economic Laws: NIL

4. Litigation Involving Statutory Laws: NIL 5. Litigation Involving Labour Laws: NIL

PART 3: LITIGATION AGAINST OUR DIRECTORS A. LITIGATIONS AGAINST DIRECTORS OF THE COMPANY:

Except as described above in:

(i) Civil - PART 2 A (1), sub point (v); and

(ii) Criminal - PART 2 A (2), sub points (i), (ii), (iv) and (v);

thereno litigations filed against the Directors of our Company. B. CASES FILED BY DIRECTORS OF THE COMPANY: NIL PART 4 - LITIGATION RELATING TO OUR PROMOTER AND GROUP COMPANIES A. LITIGATION AGAINST THE PROMOTER AND PROMOTER GROUP OF THE COMPANY:

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Except as described above in:

(i) Civil - PART 2 A (1), sub point (vii); and

(ii) Criminal - PART 2 A (2), sub points (i), (ii), (iv) and (v);

thereno litigations filed against the Promoter and Promoter Group of our Company. B. CASES FILED BY PROMOTER AND PROMOTER GROUP OF THE COMPANY: NIL PART 5 - AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS

Amount owed to small scale undertakings and other creditors is not determined.

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GOVERNMENT/ STATUTORY AND BUSINESS APPROVALS We have received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for our present business (as applicable on date of this Draft Red Herring Prospectus) and except as mentioned below, no further approvals are required for carrying on our present business. In view of the approvals listed below, we can undertake this Issue and our current/proposed business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to be undertaken in respect of the Issue or continue our business activities. It must be distinctly understood that, in granting these approvals, the Government of India does not take any responsibility for our financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of this Draft Red Herring Prospectus. The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to carry out its activities. The following statement sets out the details of licenses, permissions and approvals taken by us under various central and state laws for carrying out business. I. APPROVALS FOR THE ISSUE 1. Corporate Approvals The following approvals have been obtained in connection with the Issue:

(a). Our Company has obtained in-principle listing approvals dated [�] from the BSE.

(b). Our Company has obtained in-principle listing approvals dated [�] from the NSE.

(c). The Board of Directors have, pursuant to a resolution passed at its meeting held on July 28, 2010 authorized the Issue, subject to the approval of the shareholders of our Company under Section 81(1A) of the Companies Act, and such other authorities as may be necessary.

(d). The shareholders of our Company have, pursuant to a special resolution held on August 25, 2010 under Section 81(1A) of the Companies Act, 1956 have authorized the Issue.

(e). Board Resolution dated [�] passed by the Board of the Company approving the Draft Red Herring Prospectus.

(f). Our Company has received letter dated June 10, 2011from the State Bank of India giving their consent for their name to be inserted in this Draft Red Herring Prospectus as Bankers to the Company. Further they have also stated that they have no objection with our Company raising funds through the proposed initial public offering by issuing not more than 40,00,000 lakh Equity Shares of face value ` 10 (Rupees Ten) each.

(g). Our Company has received letter bearing Ref. no. [�] dated [�] from NSDL/CDSL (Company to confirm) informing that the Equity Shares of our Company have been admitted into NSDL/CDSL vide [�].

II. INCORPORATION AND OTHER DETAILS 1. Incorporation details of the Company

(a). Certificate of Incorporation dated November 16, 2000 issued by the Registrar of Companies, Maharashtra, Mumbai (RoC) in the name of “Katha Mediatix India Limited” bearing Corporate Identity Number (CIN) U74300MH2000PLC129635.

(b). Fresh Certificate of Incorporation dated May 22, 2008issued by the Registrar of Companies,

Maharashtra, Mumbai (RoC) upon the change in name of the Company from “Katha Mediatix India” to KathaaMediatix India Limited”.

(c). Fresh Certificate of Incorporation dated August 20, 2010 issued by the Registrar of Companies,

Maharashtra, Mumbai (RoC) upon the change in name of the Company from “KathaaMediatix India Limited” to “Katha Mediatix India Limited”.

2. Commencement of Business of the Company

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Certificate of Commencement of Business for our Company, issued on November 24, 2000 by the Registrar of Companies, Maharashtra at Mumbai, certifying that Katha Mediatix India Limited is entitled to commence business.

III. GENERAL AND CORPORATE APPROVALS 1. Municipal Approval

Registration Certificate of Establishment bearing number KW011858/Commercial II dated May 13, 2005 has been issued to our Company by the Inspector under the Bombay Shops and Establishment Act, 1948. The Company has obtained registrationdated June 15, 2011 for Employees’ Provident Fund Registration (EPF) from Regional Provident Fund Commissioner, Employees’ Provident Fund Organisation, Maharashtrabearing Provident Fund number MH/PF/APP/213731/ENF – VIII/RO/KND/24.

2. Authorised Usage of Hoardings The Company has entered into Hoarding Contracts with different parties for the purpose of availing authorized

use of space on the Hoardings located at various locations for the display of advertisements. Following are the assignors of rights relating to the Hoardings along with brief details of such contracts:

(i) M/s Gold Line Advertisers

The Company has been granted the Hoarding license of the BMC (Permit No: 761100116) for the hoarding

located on the terrace of SaiArpan Co-op Housing Society Limited, Goregaon (E) vide Deed of Assignment dated March 19, 2010 by the original assignors M/s Gold Line Advertisers and an NOC of SaiArpan Co-op Housing Society Limited. The advertising rights on the hoarding shall be valid up to January 2016.

(The Deed of Assignment dated March 19, 2010 has not been signed by either Party. The aforementioned NOC given by SaiArpan Co-op Housing Society Limitedis neither signed nor dated.)

(ii) Katha Interactive Communications Private Limited

The Company has entered into a Memorandum of Agreement (MOA) with its Group Company- Katha Interactive Communications Private Limited (KICPL) for the purpose of benefiting from the advertising rights availed by KICPL subsequent to agreements entered into by KICPL with Sahara Hospitality Limited. Such agreements were entered into:

a. For the purpose of putting up hoardings on the specified exterior wall of Hotel Sahara Star

b. For acquiring advertising rights to the specified indoor premises in the Hotel. By virtue of the MOA, the Company shall be exclusively responsible for procurement and execution of business as well as sales and collection of payment with respect to all business that KICPL had with Sahara Hospitality Limited. The profits and losses shall be shared by the Parties as per the terms given in the MOA. In this regard, pursuant to a previous agreement of KICPL with Sahara Star for the purpose of putting up hoardings on the specified exterior wall of Hotel Sahara Star, it has been agreed to between the Parties that it shall be the sole responsibility of KICPL to obtain all the legal permissions before putting any hoarding as wall wrap.

In this respect KICPL possessed three hoarding licenses from the BMC, all dated September 7, 2010. Each of these licenses expired on October 7, 2010.The Company intends to renew these licenses granted by the BMC to enjoy uninterrupted functioning of the business.

(iii) M/s Innova Enterprises

The Company has entered into a Memorandum of Understanding (MOU) dated August 28, 2011 for a period of one year with M/s Innova Enterprises in respect of the Hoarding sites located at the Mumbai domestic airport. The MOU states that Innova Enterprises has in this regard obtained the necessary permissions from the Airport Authority of India, GVK Group and Muncipal Corporation of Greater Mumbai before erection of the hoarding site and has also obtained permission for electricity connection and electric meter from the concerned department for the said hoarding sites.

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(iv) M/s. Trivision AdvertisingPrivate Ltd

The Company has entered into a Hoarding Contract dated May 11, 2011 with M/s. Trivision AdvertisingPrivate Ltd. for permission to display advertisements on 2 Hoardings of Trivision located at Mumbai-Pune Express Highway and at Kumbivili before Khalapur Toll Naka Express Highway respectively. This contract shall be valid up to May 10, 2012.

IV. TAXATION RELATED APPROVALS AND LICENSES 1. The Company has obtained a professional tax registration number 20418 under the Maharashtra State Tax on

Professions, Trades, Callings and Employments Act, 1975 from the Profession Tax Officer. The Company does not possess the Certificate of Registration since the same has been misplaced.

2. The Tax Deduction Account Number (TAN) of the Company is MUMKO8049G, granted by Income Tax

authority. 3. The Permanent Account Number (PAN) of the Company is AABCK5290N, granted by Income Tax Department,

Government of India. 4. The Company obtained registration under Central Sales Tax Act, 1956 on March 17, 2011. The Tax

Identification Number (TIN) of the Company is 27320828734C. 5. Our Company has obtained the service tax registration number AABCK529ONSD002. However the Company does not possess the Certificate of Registration since the same has been misplaced. V REGISTRATION OF FOREIGN BRANCHES Our Company does not have any branches outside India. VI PENDING APPROVALS 1. Vide application number 2174878, dated July 14, 2011, our Company has applied for the registration of the word

mark “KATHA” under Class 9. The same has not yet been registered.

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OTHER REGULATORY AND STATUTORY DECLARATIONS Authority for the Issue Authority from our Company Our Board of Directors have, pursuant to a resolution passed at its meeting held on July 28, 2010 authorised the Issue, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, at the Extra-ordinary General Meeting of Shareholders held on August 25, 2010. Authority of State Bank of India The State Bank of India has vide letter dated June 10, 2011 consented to the proposed public issue of the Company by issue of not more than 40,00,000 (Forty Lakh) Equity Shares having Face Value ` 10/- (Rupees Ten) each. Authority from the Selling Shareholders for the Offer for Sale The Equity Shares are not being offered for sale by the existing shareholders. We have obtained all necessary governmental, regulatory consents and approvals and have received all necessary contractual consents required for this Issue. For further information, please refer to the section titled “Government/ Statutory and Business Approvals” beginning on page no 175 of this Draft Red Herring Prospectus. Prohibition by SEBI Our Company, our Directors, our Promoters, other companies promoted by our Promoters, our Promoter Group, our Promoter Group entities and companies with which our Directors are associated as directors have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. Association of Directors with the securities market None of our Directors are associated with securities markets in any manner, nor has SEBI initiated against them. Prohibition by RBI Our Company, our Directors, our Promoters, Promoter Group, Group Companies and the companies with which our Directors are associated as directors or promoters (other than as disclosed in the Draft Red Herring Prospectus), relatives (as per Companies Act) of Promoters have not been declared as wilful defaulters by the RBI or any other governmental authority and there has been no violation of any securities law committed by any of them in the past and no such proceedings are currently pending against any of them. Compliance with accounting norms Our Company confirms and undertakes that it shall comply with such disclosures and accounting norms specified by SEBI from time to time. Eligibility for this Issue Our Company is eligible for the Issue in accordance with Sub-Regulation (1) of Regulation 26 of the ICDR Regulations as stated below: �An issuer may make an initial public offer, if:

a. it has net tangible assets of at least three crore rupees in each of the preceding three full years (of twelve months each), of which not more than fifty per cent are held in monetary assets;

Provided that if more than fifty percent of the net tangible assets are held in monetary assets, the issuer has made firm commitments to utilize such excess monetary assets in its business or project.

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b. it has a track record of distributable profits in terms of section 205 of the Companies Act, 1956, for at least three out of the immediately preceding five years;

Provided that extraordinary items shall not be considered for calculating distributable profits

c. it has a net worth of at least one crore rupees in each of the preceding three full years (of twelve months each);

d. the aggregate of the proposed issue and all previous issues made in the same financial year in terms of issue size

does not exceed five times its pre-issue net worth as per the audited balance sheet of the preceding financial year;

e. if it has changed its name within the last one year, at least fifty per cent of the revenue for the preceding one full year has been earned by it from the activity indicated by the new name.�

We are an unlisted Company complying with the conditions specified in Regulation 26 (1) of the ICDR Regulations as follows: � Our Company has net tangible assets of at least ` 3 crores in each of the preceding three full years (of 12 months

each), of which not more than 50% is held in monetary assets; (Amount ` in lakhs)

Particulars As on March 31 2011 2010 2009 2008 2007

Net tangible assets(1)

1934.18 557.65 362.28 361.30 282.99

Monetary assets(2)

54.84 44.12 44.38 38.15 39.73

Monetary assets as a % of Net tangible assets

2.84 7.91 12.25 10.56 14.04

Distribution profits(3)

804.02 195.37 0.90 2.31 16.06

Networth(4) 1934.18 557.65 362.28 361.30 282.99 (1)Net tangible assets are defined as the sum of fixed assets (including capital work in progress and capital advances and excluding intangible assets and revaluation reserves), investments, current assets (excluding deferred tax assets) less current liabilities (including working capital loans), and short term liabilities. (2)Monetary assets include cash on hand, bank balances and investments in mutual funds. (3) Distributable profits for the year have been defined in terms of section 205 of the Companies Act (4) Net worth has been defined as aggregate of equity share capital and reserves, excluding miscellaneous expenditures, if any. Notes:

� The above data has been certified by M/s. Gupta Saharia & Co, vide its certificate September 30, 2011 that the company is fulfilling the eligibility norms for public issue by unlisted company in accordance with sub-regulation(1) of Regulation 26 of ICDR Regulations and amendments thereof.

� Net tangible assets are defined as the sum of fixed assets (including capital work in progress and capital

advances and excluding intangible assets and revaluation reserves), investments, current assets( excluding deferred tax assets) less current liabilities (including working capital loans), and short term liabilities.

� Monetary assets include cash on hand, bank balances and investments in mutual funds.

� Distributable profits for the year have been defined in terms of section 205 of the Companies Act.

� Net worth has been defined as aggregate of equity share capital and reserves, excluding miscellaneous

expenditure, if any.

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� Our Company has had a pre-issue net worth of not less than ` 1 crore in each of the three preceding full years;

(` in lakhs)

Particulars As on March 31 2011 2010 2009 2008 2007

Equity Share Capital

1122.50 200.00 200.00 200.00 100.00

Share Application Money

- - - - 24.08

Reserves and Surplus

811.68 357.65 162.28 161.38 159.07

Less: Revaluation Reserve

- - - - -

Less: Misc.Exp - - - 0.08 0.16 Net Worth 1934.18 557.65 362.28 361.30 282.99

� Our Company has had a track record of distributable profits as per Section 205 of the Companies Act for at least

three out of the immediately preceding five years; (` in lakhs)

Particulars As on March 31 2011 2010 2009 2008 2007

Net Profit after Tax, as restated

804.02 195.37 0.90 2.31 16.06

� Our Company has changed its name within the last one year, however our Company continues to pursue the same

business activity. Moreover at least 50% of the revenue for the preceding one full year is earned by the company from the activity suggested by the new name; and

� Our proposed issue size would not exceed five times the pre-issue net worth as per the audited accounts for the year ended March 31, 2011.

Further, in accordance with sub - regulation 26 (4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, our Company shall ensure that the number of prospective allottees i.e. persons to whom the Equity Shares will be allotted in the issue shall not be less than 1000, failing which, the entire application monies will be refunded fortwith. If such refund money is not repaid within eight (8) days after the Company becomes liable to repay it (i.e., from the date of refusal or within 10 Working Days from the Bid Closing Date, whichever is earlier), the Company and every officer in default will, on and from the expiry of eight (8) days, be liable to repay such application money within the interest at the rate of 15% per annum as prescribed under section 73 of the Companies Act. Compliance with Part A of Schedule VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Our Company is in compliance with the provisions specified in Part A of Schedule VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. No exemption from eligibility norms has been sought under Regulation 109 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009,with respect to the Issue. Further, our Company has not been formed by the conversion of a partnership firm into a company. DISCLAIMER CLAUSES OF SEBI AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT RED HERRING PROSPECTUS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, STELLANT CAPITAL ADVISORY SERVICES (P) LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED

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HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, STELLANT CAPITAL ADVISORY SERVICES (P) LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 11, 2011 WHICH READS AS FOLLOWS: “WE THE BOOK RUNNING LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMING ISSUE, STATE AND CONFIRM AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT: a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

b. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

c. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE

DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. – NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO

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COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF

SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE - NOT APPLICABLE.

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. – NOTED FOR COMPLIANCE

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE - NOT APPLICABLE AS THE ISSUE SIZE IS MORE THAN ` 10 CRORES, HENCE UNDER SECTION 68B OF THE COMPANIES ACT, THE ALLOTMENT WILL BE MADE ONLY IN DEMAT FORM.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS:

a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE

ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT

IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE ,ETC.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS

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SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN DRAFT RED HERRING PROSPECTUS. All legal requirements pertaining to this Issue will be complied with at the time of filing of the Red Herring Prospectus with the Registrar of Companies, Mumbai at Maharashtra, in terms of Section 60(B) of the Companies Act. All legal requirements pertaining to this Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 56, 60 and 60B of the Companies Act. Disclaimer Statement from our Company and the Book Running Lead Manager Our Company and the Book Running Lead Manager accept no responsibility for statements made otherwise than those contained in this Draft Red Herring Prospectus or in any advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our Company‘s website www.kathagroup.com, or the website of any of the Promoters or member of the Promoter Group, or of any affiliate or associate of our Company, would be doing so at his or her own risk. Caution The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Underwriting Agreement to be entered into between the Underwriters and our Company and the Memorandum of Understanding between the Book Running Lead Manager and our Company on November 7, 2011. Our Company and the Book Running Lead Manager shall make all information available to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centers, etc. The Book Running Lead Manager & its associates and affiliates may engage in transactions with, & perform services for, our Company and associates of our Company in the ordinary course of business & have engaged, and may in future engage in the provision of financial services for which they have received, and may in future receive, compensation. Neither our Company nor the Book Running Lead Manager or any Syndicate Member is liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Disclaimer in Respect of Jurisdiction This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, public financial institutions as specified in Section 4A of the Companies Act, VCFs, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with minimum corpus of `25 crores, pension funds with minimum corpus of `25 crores and the National Investment Fund, and permitted non-residents including FIIs, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under all applicable laws and regulations to hold Equity Shares of the Company. This Draft Red Herring Prospectus does not, however, constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions.

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Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, Maharashtra, India only. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations and SEBI shall give its observations in due course. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “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 of the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. Disclaimer Clause of the Bombay Stock Exchange Limited (“BSE”) As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The Disclaimer Clause as intimated by BSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to filing the same with the RoC. Disclaimer Clause of National Stock Exchange India Limited (“NSE”) As required, a copy of this Draft Red Herring Prospectus shall be submitted to NSE. The Disclaimer Clause as intimated by NSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to filing the same with the RoC. Disclaimer Clause of IPO Grading Agency [�] Filing A copy of this Draft Red Herring Prospectus shall be filed with the Corporate Finance Department of SEBI at SEBI Bhavan, Plot No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered for registration with the RoC at the office of the RoC at least 3 (three) days before the Bid / Issue Opening Date and a copy of the Prospectus to be filed under Section 60 of the Companies Act will be delivered for registration with the RoC and SEBI at their respective addresses upon closure of this Issue and on finalization of the Issue Price. A copy of the Prospectus would also be filed with SEBI and the RoC at their respective addresses upon closure of this Issue and on finalization of the Issue Price.

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Listing The Equity Shares issued through this Draft Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited (NSE). In-principle approval for listing of the Equity Shares of our Company from BSE and NSE have been received vide their letters dated [�] and [�] respectively. [�] will be the Designated Stock Exchange with which the basis of allotment will be finalized for the QIB, Non- Institutional portion and Retail portion. If the permission to deal in and for an official quotation of our Equity Shares is not granted by any of the Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all money received from the Bidders in pursuance of the Red Herring Prospectus. If such money is not repaid within eight days after our Company becomes liable to repay it. (i.e. from the date of refusal or within 12 days from the Bid/Issue Closing date, whichever is earlier), then our Company, and every Director of our Company who is an officer in default shall, on and from such expiry of eight days, be jointly and severally liable to repay the money with interest at the rate of 15% per annum on the Bid Amount, as prescribed under Section 73 of Companies Act. We shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within twelve working days of Bid/ Issue Closing Date. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, which is reproduced below: “Any person who: a. makes in a fictitious name, a Bid to a company for acquiring or subscribing for, any shares therein, or

b. otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a

fictitious name, shall be punishable with imprisonment for a term which may extend to five yea` ” Consents Consents in writing of:

1. Promoters of our Company; 2. Directors of our Company; 3. Auditors of our Company; 4. Bankers to our Company; 5. Book Running Lead Manager to the Issue; 6. Legal Advisor to this Issue 7. Registrar to this Issue and 8. Company Secretary and Compliance Officer; 9. Escrow Collection Bank(s)*; 10. Refund Bank(s)*; 11. Syndicate Members*; 12. IPO Grading Agency; and 13. Underwriter (s) to the Issue *The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents as above would be obtained prior to the filing of the Red Herring Prospectus with RoC. The said aforesaid consents have been obtained and will be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60 and Section 60B of the Companies Act and such consents have not been withdrawn up to the time of filing of this Draft Red Herring Prospectus with SEBI. In accordance with the Companies Act and SEBI Regulations, M/s. Gupta Saharia & Co., our statutory auditors, have given their written consent to the inclusion of their report in the form and context in which it appears in this Draft Red

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Herring Prospectus and such consent and report has not been withdrawn up to the time of filing of this Draft Red Herring Prospectus with SEBI. M/s. Gupta Saharia & Co., our statutory auditors, have given their written consent to the report on possible tax benefits accruing to our Company and its members in the form and context in which it appears in this Draft Red Herring Prospectus and has not withdrawn such consent up to the time of filing of this Draft Red Herring Prospectus with SEBI. [�] is engaged by us for the purpose of obtaining IPO grading in respect of this Issue, has given its written consent as experts to the inclusion of their report in the form and context in which it will appear in the Red Herring Prospectus and such consents and reports will not be withdrawn up to the time of delivery of the Red Herring Prospectus and the Prospectus to the Designated Stock Exchange and RoC. Expert Opinion Except the report titled “Outdoor Advertising, November 2010” prepared by CRISIL dated November 2010 and the report prepared by CRISIL November 2010 in respect of the IPO grading of this Issue (a copy of which shall be annexed to the RHP), our Company has not obtained any expert opinions. Undertaking from our Promoter and Directors Our Company accepts full responsibility for the accuracy of the information given in this Draft Red Herring Prospectus and confirms that to the best of our knowledge and belief, there are no other facts, their omission of which make any statement in this Draft Red Herring Prospectus misleading and we further confirm that we have made all reasonable inquiries to ascertain such facts. Our Company further declares that the Stock Exchanges to which an application for official quotation is proposed to be made do not take any responsibility for the financial soundness of the Issue or for the price at which the Equity Shares are offered or for the correctness of the statement made or opinions expressed in this Draft Red Herring Prospectus. Our Promoters/Directors declare and confirm that no information/material likely to have a bearing on the decision of investors in respect of the Equity Shares offered in terms of this Draft Red Herring Prospectus has been suppressed, withheld and/or incorporated in the manner that would amount to misstatement, misrepresentation and in the event of its transpiring at any point of time till allotment/refund, as the case may be, that any information/material has been suppressed /withheld and/or amounts to a misstatement/ misrepresentation, our Promoters/ Directors undertake to refund the entire application monies to all the subscribers within 7 days thereafter without prejudice to the provisions of Section 63 of the Companies Act. Public Issue Expenses The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The total expenses of the Issue are estimated to be approximately ` [�]. The estimated Issue Expenses are as follows:

(` in lakhs)

Issue Expenses Expenses* Percentage of

the Issue Expenses

Percentage of the Issue Size

Lead Management fees [�] [�] [�]Registrar to the issue [�] [�] [�]Bankers to the Issue [�] [�] [�]Underwriting commission, brokerage and selling commission [�] [�] [�]SCSB’s Commission [�] [�] [�]Advertising and marketing expenses [�] [�] [�]Printing and stationery [�] [�] [�]Others (Monitoring agency fees, legal fee, listing fee, etc) [�] [�] [�]Total estimated Issue expenses [�] [�] [�]* Will be completed after finalization of the Issue Price

All expenses with respect to this Issue will be borne by our Company.

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Details of Fees Payable Fees Payable to the Book Running Lead Manager The total fees payable to the Book Running Lead Manager will be as per the Engagement Letter dated November 6 2011, and as stated in the Memorandum of Understanding dated November 7, 2011 , executed between our Company and Book Running Lead Manager, a copy of which is available for inspection at our Registered Office and forms a part of the Material Contracts and Documents. Fees Payable to the Registrar to this Issue The fees payable to the Registrar to this Issue will be as per the Memorandum of Understanding dated September 06, 2010, a copy of which is available for inspection at our Registered Office and forms a part of the Material Contracts and Documents. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, and stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund orders or allotment advice by registered post/speed post/under certificate of posting. Fees Payable to Others The total fees payable to the Legal Advisor, Auditor, Credit Rating Agency & Advertiser etc. will be as per the terms of their respective engagement letters. Underwriting Commission, Brokerage and Selling Commission The underwriting commission and selling commission for this Issue is as set out in the Syndicate Agreement to be entered into between our Company and the Book Running Lead Manager. The underwriting commission shall be paid as set out in the Underwriting Agreement to be entered into based on the Issue Price and amount underwritten in the manner mentioned in the Prospectus. Payment of underwriting commission, brokerage and selling commission would be in accordance with applicable laws. Particulars regarding previous rights and public issues during last five years We have not made any previous rights and/or public issues during the last five years, and are an “Unlisted Issuer” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and this Issue is an “Initial Public Offering” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Previous issue of shares otherwise than for cash Save and except as stated in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring Prospectus, we have not issued any Equity Shares for consideration other than for cash. Commission and Brokerage on Previous Issues Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since our inception. Listed companies under the same Management There are no listed companies under the same management as our Company within the meaning of Section 370(1B) of the Companies Act, 1956 which have made any capital issues in the last three years. Promise versus performance for our Company Our Company is an “Unlisted Issuer” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and this Issue is an “Initial Public Offering” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Therefore, data regarding promise versus performance is not applicable to us. Promise versus Performance – Previous Issues of Group Companies.

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None of our Group Entities have made any public issues or rights issues in the past. Outstanding debentures, bonds, redeemable preference shares and other instruments issued by our Company As on the date of filing this Draft Red Herring Prospectus with SEBI, our Company has no outstanding debentures, bonds or redeemable preference shares. Option to Subscribe Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in dematerialized form only. Stock Market Data for our Equity Shares Our Company is an “Unlisted Issuer” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and this Issue is an “Initial Public Offering” in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Thus there is no stock market data available for the Equity Shares of our Company. Mechanism for Redressal of Investor Grievances The Memorandum of Understanding between the Registrar and us will provide for retention of records with the Registrar for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar to this Issue for redressal of their grievances All grievances relating to this Issue may be addressed to the Registrar with a copy to the Company Secretary and Compliance Officer, giving full details such as the name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection center where the application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar with a copy to the relevant SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the collection centre of the SCSB where the Bid cum Application Form was submitted by the ASBA Bidders. Disposal of Investor Grievances by our Company Our Company or the Registrar to the Issue or the SCSB in case of ASBA Bidders shall redress routine investor grievances. We estimate that the average time required by us or the Registrar to this Issue for the redressal of routine investor grievances will be 15 days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. We have constituted a Shareholder/ Investor Grievance Committee vide resolution passed at the Board Meeting held on December 15, 2010. The composition of the Shareholder/ Investor Grievance Committee is as follows:

Name of the Director Designation in the Committee Nature of Directorship Mr. Krishnendu Sen Chairman Chairman & Managing Director Mr. Biswajit Chatterjee Member Independent Director Dr. Anil Saxena Member Independent Director For more information, please refer to the section titled “Our Management” beginning on page no 111 of this Draft Red Herring Prospectus. Our Company has appointed Mr. Ankit Sethi as the Company Secretary and Compliance Officer and he may be contacted on the following address. : Katha Mediatix India Limited 4th Floor, Kailash Plaza, Fun Republic Lane, Opposite Yash Raj Studios, New Link Road, Andheri (W) Mumbai – 400 053 Maharashtra Tel: +91 22 2674 4844 Fax: +91 22 2674 4846 Email: ipo@kathagroup.com

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Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. Changes in Auditors during the last three financial years and reasons therefore The changes in the Auditors of our Company during the last three financial years are detailed below: .

Name of the Auditor Date Reason for change Atul Doshi & Associate September 30, 2005 Appointment Atul Doshi & Associate November 30, 2007 Resignation Sodani & Co. November 30, 2007 Appointment Sodani & Co. September 26, 2009 Resignation Gupta Saharia & Co. September 26, 2009 Appointment Capitalisation of Reserves or Profits Save and except as stated in the section titled “Capital Structure” beginning on page no 56 of this Draft Red Herring Prospectus, our Company has not capitalized its reserves or profits at any time since inception. Revaluation of assets Our Company has not revalued its assets since incorporation. Tax Implications Investors that are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity Shares at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and whether the Equity Shares are sold on the Stock Exchanges. For further information, please refer the section titled “Statement of Tax Benefits” beginning on page no 80 of this Draft Red Herring Prospectus. Interest of Promoters and Directors Promoters For more information, please refer the section titled “Our Promoters and Their Background” beginning on page no 124 of this Draft Red Herring Prospectus. Directors For more information, please refer the chapters titled “Our Management” beginning on page no 111 of this Draft Red Herring Prospectus. Payment or Benefit to Officers of the Company Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company or superannuation. Save and except as disclosed in the paragraph “Schedule 18 - Related Party Transactions” forming a part of the section titled “Financial Statements” in the page no. 138 of this Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company.

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SECTION VIII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE The Equity Shares being offered are subject to the provisions of the Companies Act, the SCRR, the Memorandum and Articles of Association of our Company, conditions of RBI approval, if any, the terms of this Draft Red Herring Prospectus, Red Herring Prospectus, the Prospectus, Bid-cum-Application Form, ASBA Bid-cum-Application Form, the Revision Form, the Confirmation of Allocation Note (“CAN”) and other terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that may be executed in respect of this Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to this Issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC, FIPB and/ or other authorities, as in force on the date of this Issue and to the extent applicable. Authority for the Issue Our Board of Directors have, pursuant to a resolution passed at its meeting held on July 28, 2010 authorised the Issue, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to Section 81(1A) of the Companies Act, 1956 at the Extra-ordinary General Meeting of shareholders held on August 25, 2010. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of our Memorandum and Articles of Association and shall rank pari passu in all respects with the other existing Equity Shares of our Company including in respect of the rights to receive dividends. The Allotees of the Equity Shares in this Issue shall be entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to the section titles “Main Provisions of the Articles of Association of our Company” beginning on page no 234 of this Draft Red Herring Prospectus. Mode of payment of dividend We shall pay dividend to our Shareholders as per the provisions of the Companies Act and our Articles of Association. The declaration and payment of dividends will be recommended by our Board of Directors and our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial condition. We shall pay dividends in cash. Face Value and Price Band/ Issue Price The Equity Shares with a Face Value of ` 10 each are being issued in terms of this Draft Red Herring Prospectus at a Price Band of ` [�] to ` [�] per Equity Share. The issue price will be determined by our Company in consultation with the Book Running Lead Manager on the basis of assessment of market demand for the Equity Shares offered by the way of Book Building. At any given point of time there shall be only one denomination of Equity Shares, subject to applicable laws. The Face Value of the Equity Shares is ` 10 each and the Floor Price is [�] times of the face value and the Cap Price is [�] times of the face value. Rights of the Equity Shareholder Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the following rights:

1. Right to receive dividend, if declared; 2. Right to attend general meetings and exercise voting powers, unless prohibited by law; 3. Right to vote on a poll either in person or by proxy; 4. Right to receive offers for rights shares and be allotted bonus shares, if announced; 5. Right to receive surplus on liquidation subject to any statutory and other preferential claims being satisfied; 6. Right of free transferability of Equity Shares; and

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7. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the terms of the Listing Agreements executed with the Stock Exchanges, and the Memorandum and Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association such as those dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please refer to the section titled “Main provisions of the Articles of Association of our Company” beginning on page no 234 of this Draft Red Herring Prospectus. Market Lot and Trading Lot Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the trading in the Equity Shares shall only be in dematerialized form for all investors Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in multiple of one Equity Share to the successful Bidders, subject to a minimum allotment of [�] Equity Shares. For details of allocation and allotment, please refer to the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus. Nomination Facility to the Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares transferred, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in this manner prescribed. A fresh nomination can only be made on the prescribed form available on request at our Company’s Registered / Corporate Office or to our Registrar and Transfer Agent. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: 1. to register himself or herself as the holder of the Equity Shares; or 2. to make such allotment of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in this Issue will be made only in dematerialized mode, there is no need to make a separate nomination with us. Nominations registered with respective depository participant of the applicant would prevail. If the investors require changing the nomination, they are requested to inform their respective depository participant. Minimum Subscription If our company does not receive the minimum subscription of 90% of the offer through the offer document including devolvement of Underwriters, if any within sixty (60) days from the date of closure of the issue, our company shall forthwith refund the entire subscription amount received. If there is delay beyond 15 days, after our company becomes liable to pay the amount, our company shall pay interest as prescribed under section 73 of the Companies Act. If the number of allottees in the proposed issue is less than 1,000 allottees, we shall forthwith refund the entire the subscription amount received. Further if at least 50% of the issue is not allotted to QIBs, the entire application money shall be refunded forthwith.

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The Equity shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Arrangement for Disposal of Odd Lots Since, our Equity Shares will be traded in dematerialized form only; the marketable lot is one (1) Equity Share. Therefore, there is no possibility of any odd lots. Restriction if any on Transfer and Transmission of Equity Shares For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their consolidation/ splitting, please refer to section titled “Main Provisions of the Articles of Association of our Company” beginning on page no 234 of this Draft Red Herring Prospectus. Compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 Our Company shall comply with all requirements of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, notified on August 26, 2009 as amended from time to time. Our Company shall comply with all disclosure norms as specified by SEBI from time to time. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint–tenants with benefits of survivorship. Jurisdiction Exclusive jurisdiction for the purpose of this Issue is with competent courts / authorities in Mumbai, Maharashtra, India.

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ISSUE STRUCTURE

The present Issue is of 4,000,000 Equity Shares of `.10/- each for cash at a price of ` [�] per Equity Share (including a share premium of ` [�] per Equity Share) for cash aggregating to ` [�] (the “Issue”). The Issue will constitute 26.27 % of the post Issue paid-up capital of our Company. The Issue is being made through a 100% Book Building Process.

Particulars QIB Bidders Non Institutional Bidders (including ASBA Bidders)

Retail Individual Bidders (including ASBA Bidders)

Number of Equity Shares* Upto 20,00,000 Equity Shares must be allotted to QIBs

Not less than 6,00,000 Equity Shares of the Issue, less allocation to QIB Bidders and Retail Individual Bidders (including ASBA Bidders)

Not less than 14,00,000 Equity Shares of the Issue, less allocation to QIB Bidders and Non-Institutional Bidders

Percentage of Issue Size available for allocation

Up to 50% of the Issue shall be allotted to QIB Bidders However, 5% of the QIB Portion shall be available for allocation proportionately to Mutual Funds only. Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. The unsubscribed portion in the Mutual Fund reservation will be available to QIB Bidders

Not less than 15% of the Issue or the Issue less allocation to QIB Bidders and Retail Individual Bidders (including ASBA Bidders) shall be available for allocation.

Not less than 35% of the Issue or the Issue less allocation to QIB Bidders and Non-Institutional Bidders shall be available for allocation.

Basis of allocation if respective category is oversubscribed

Proportionate as follows: (a) 1,00,000 Equity Shares shall be allocated on a proportionate basis to Mutual Funds; and (b) 19,00,000 Equity Shares shall be allocated on a proportionate basis to all QIB Bidders including Mutual Funds receiving allocation as per (a) above.

Proportionate Proportionate

Minimum Bid Such number of Equity Shares that the Bid Amount exceeds `2,00,000

Such number of Equity Shares that the Bid Amount exceeds `2,00,000

[�] Equity Shares and in multiples of [�] Equity Shares thereafter

Maximum Bid Such number of Equity Shares not exceeding the size of this Issue, subject to applicable limits

Such number of Equity Shares not exceeding the size of this Issue, subject to applicable limits

Such number of Equity Shares whereby Bid Amount does not exceed `2,00,000

Mode of allotment Compulsorily in dematerialised Form

Compulsorily in dematerialised Form

Compulsorily in dematerialised Form

Bid/ Allotment Lot [�] Equity Shares in multiples of [�] Equity Shares

[�] Equity Shares in multiples of [�] Equity Shares

[�] Equity Shares in multiples of [�] Equity Shares

Trading Lot/ Market Lot One Equity Share One Equity Share One Equity Share Who can apply ** A mutual fund, venture

capital fund and foreign venture capital investor registered with the Board; a foreign institutional

Resident Indian individuals, HUF (in the name of Karta), companies, corporate bodies, NRIs, Scientific Institutions,

Individuals (including NRIs and HUFs in the name of Karta) applying for Equity Shares such that the Bid Amount does not

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investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; a public financial institution as defined in section 4A of the Companies Act, 1956; a scheduled commercial bank; a multilateral and bilateral development financial institution; a state industrial development corporation; an insurance company registered with the Insurance Regulatory and Development Authority; a provident fund with minimum corpus of twenty five crore rupees; a pension fund with minimum corpus of twenty five crore rupees; National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India, Insurance Funds set up and managed by army, navy or air force of the Union of India and Insurance fund set up and managed by the Department of Posts, India

Societies and Trusts including ASBA Bidders

exceed `200,000 in value

Terms of Payment Full Bid Amount applicable to QIB Bidders at the time of submission of Bid cum Application Form to the Member of Syndicate.

Full Bid Amount applicable to Non-Institutional Bidder at the time of submission of Bid cum Application Form to the Member of Syndicate.

Full Bid Amount applicable to Retail Individual Bidder at the time of submission of (1) Bid cum Application Form to the Member of Syndicate or (ii) submission of ASBA form to SCSB

Amount on Bidding Full Bid Amount on Bidding***

Full Bid Amount on Bidding***

Full Bid Amount on Bidding***

* Subject to valid Bids being received at or above the Issue Price. This Issue is being made through the 100% Book Building Process, wherein up to 50% of the Issue shall be allocated on a proportionate basis to QIB Bidders, out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIB Bidders including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. 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 from them at or above the Issue Price. Under subscription, if any, in any category would be met with spill over from any other category, or combination of categories, at the sole discretion of our Company in consultation with the BRLM, members of the syndicate and the Designated Stock Exchange. ** In case the Bid cum Application Form or ASBA Form is submitted in joint names, the investors should ensure that the demat account is also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form or ASBA Form, as the case may be. *** In case of ASBA Bidders, the SCSBs shall be authorised to block such funds in the bank account that is specified in the ASBA Bid cum Application Form

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As per existing regulations promulgated under the FEMA, only Eligible NRIs on a repatriation basis or a non- repatriation basis subject to applicable laws are allowed to participate in the Issue. NRIs, other than Eligible NRIs are not permitted to participate in this Issue. Further, as per existing regulations, OCBs cannot participate in the Issue. Letters of Allotment or Refund orders or instructions to SCSBs in case of ASBA Bidders Our Company shall credit the Equity Shares to the valid beneficiary account with its Depository Participants within 12 Working Days from the Bid/ Issue Closing Date to all successful Allottees, including ASBA Bidders. Please note that only Bidders having a bank account at any of the 68 centres where the clearing houses for the ECS as notified by the Reserve Bank of India, are eligible to receive refunds or payment through electronic transfer through electronic transfer funds. For all other Bidders, including Bidders having bank accounts in the said 68 centres who have not updated their bank particulars along with the nine-digit MICR code, the refund orders shall be dispatched within 12 days of the Bid/Issue Closing Date “Under Certificate of Posting��for refund orders less than or equal to ` 1,500 and through speed post/registered post for refund orders exceeding ` 1,500. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA for withdrawn, rejected or unsuccessful or partially successful ASBAs within 12 days of the Bid/Issue Closing Date. Interest in case of delay in dispatch of allotment letters/ refund orders In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Regulations, our Company undertakes as follows: � Allotment shall be made only in dematerialised form within 12 days from the Bid/ Issue Closing Date;

� Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or

ECS, shall be done within 12 days from the Bid/Issue Closing Date and that instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful Bids shall be made within 12 days of the Bid/ Issue Closing Date; and

� Interest shall be paid by our Company at 15% p.a. if the Allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, RTGS or ECS, the refund instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the Bid/ Issue Closing Date or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given within 12 Working Days of the Bid/ Issue Closing Date.

Our Company will provide adequate funds required for dispatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received, except where refund or portion thereof is made through electronic transfer of funds or in case of Bids made through ASBA. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. In case of ASBA Bidders, the SCSBs will unblock funds in the ASBA Accounts to the extent of the refund to be made based on instructions received from the Registrar to the Issue. Bidding/ Issue Programme * BID/ ISSUE OPENS ON [�] BID/ ISSUE CLOSES ON [�] *Our Company may close the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date. Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bidding/ Issue 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 QIB Bidders, Non-Institutional Bidders where the Bid Amount is in excess of ` 200,000 and (ii) until 5.00 p.m. in case of Bids by Retail Individual Bidders, where the Bid Amount is up to ` 200,000 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 the Book Running Lead Manager to the Stock Exchanges within half an hour of such closure.

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Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders 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 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. Such Bids that cannot be uploaded will not be considered for allocation under this Issue. If such Bids are not uploaded, the Issuer, Book Running Lead Manager, Syndicate Members and the SCSB will not be responsible. Bids will be accepted only on Business Days, i.e., Monday to Friday (excluding any public holidays). Bids will only be accepted on Working Days. ASBA Bidders cannot revise their Bids. 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, for a particular ASBA Bidder, the Registrar to the Issue shall ask for rectified data from the SCSB. On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders after taking into account the total number of Bids received up to the closure of the time period for acceptance of Bid-cum-Application Forms as stated herein and reported by the Book Running Lead Manager to the Stock Exchange within half an hour of such closure. Our Company in consultation with the Book Running Lead Manager reserves the right to revise the Price Band during the Bid/ Issue Period in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, provided that the Cap Price is less than or equal to 120% of the Floor Price. The Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least two day before the Bid/ Issue Opening Date and the Cap price will be revised accordingly. In case of revision of the Price Band, the Bidding/ Issue Period will be extended for at least three additional Working Days subject to the Bidding/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the changes on the website of the Book Running Lead Manager and at the terminals of the members of the Syndicate.

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ISSUE PROCEDURE This section applies to all Bidders. All Bidders can participate in the Issue through the ASBA process. Furthermore, pursuant to the SEBI Circular dated April 29, 2011, bearing number CIR/CFD/DIL/1/2011, all non-Retail Individual Bidders i.e. QIBs and Non-Institutional Bidders are mandatorily required to submit their Bids by way of ASBA. ASBA Bidders should note that the ASBA process involves application procedures that are different from the procedure applicable to Bidders other than the ASBA Bidders. ASBA Bidders should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all the Bidders are required to make payment of the full Bid Amount with the Bid cum Application Form or In case of ASBA Bidders, an amount equivalent to the full Bid Amount will be blocked by the SCSB at the time of Bidding. Pursuant to SEBI Circular bearing no.number CIR/CFD/DIL/2/2011 dated May 16, 2011 Retail Individual Bidders can Bid at a price net of the Retail Discount (if any) and will be required to indicate the Bid price before adjustments for such Retail Discount, if any. Please note that the information stated/ covered in this section may not be complete and / or accurate and as such would be subject to modification/ change. Our Company and the Book Running Lead Manager would not be liable for any amendment, modification or change in applicable law, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus. It may be noted that as per circular dated Oct 12, 2010 by SEBI, the Syndicate has been permitted to procure ASBA Bid-cum-Application Forms from the ASBA Bidders and submit the same to the SCCBs. The said SEBI Circular further states that the implementation of this circular would require some modification in existing processes and systems and such modifications shall be communicated in due course. We shall incorporate disclosures to this effect in the Red Herring Prospectus/ Prospectus to be filed for the Issue, once the requisite modifications to existing processes and systems are communicated or otherwise suggested by SEBI. Book Building Procedure In terms of rule 19(2)(b)(i) of the SCRR, this issue is for more than 25% of the post-issue equity share capital of our company. The Issue is being made through the Book Building process wherein upto 50% of the Issue shall be allotted to QIBs on a proportionate basis. Out of the QIB Portion, 5% will be available for allocation on a proportionate basis to Mutual Funds only. The Remainder will be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Our Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.The Issue is being made through the 100% Book Building Process, wherein up to 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received from them, at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. Bidders (excluding ASBA Bidders) are required to submit their Bids through the Syndicate or their affiliates. ASBA Bidders are required to submit their Bids to SCSBs. In case of QIBs, bidding through the Syndicate ASBA, the Book Running Lead Manager and their affiliate members of the Syndicate, our Company may, in consultation with the Book Running Lead Manager, reject their Bids at the time of acceptance of the ASBA Bid-cum-Application Form, provided that the reasons for such rejection shall be disclosed to such QIB in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, our Company will have the right to reject the Bids only on technical grounds. Any Bidder may participate in this Issue through the ASBA process by providing the details of their respective bank accounts / bank account held by a third party (subject to conditions as set forth hereinbelow) in which the corresponding Bid amounts will be blocked by SCSBs. Non- retail investors are mandatorily required to make use of the ASBA facility. All ASBA Bidders can submit their Bids through the Syndicate (at ASBA Bidding Locations). Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29, 2011, the Syndicate/ sub-syndicate members may procure the ASBA Bid cum Application Form from investors in Mumbai, Chennai, Kolkata, Delhi, Ahmedabad,

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Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda, and Surat and submit the same to the SCSB. Syndicate/ sub-syndicate members are required to upload the bid and other relevant details of the ASBA Bid cum Application Form in the electronic bidding system provided by the Stock Exchanges and forward the same to the SCSBs. Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form. The Bid-cum-Application Forms which do not have the details of the Bidders’ depository accounts including DP ID, PAN, and Beneficiary Account Number shall be treated as incomplete and rejected. Bidders will not have the option of being allotted Equity Shares in physical form. However, the Bidders may apply to get the Equity Shares rematerialized subsequent to the Allotment pursuant to the Issue. Investors should note that the Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Bidders are required to ensure that the PAN (of the sole/ first Bidder) provided in the Bid cum Application Form or the ASBA Bid cum Application Form is exactly the same as the PAN of the person(s) in whose name the relevant beneficiary account is held. If the Bid cum Application Form or the ASBA Bid cum Application Form was submitted in joint names, Bidders are required to ensure that the beneficiary accounts are held in the same joint names in the same sequence in which they appeared in the Bid cum Application Form or the ASBA Bid cum Application Form. ASBA Process In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, all Bidders can participate in the Issue through the ASBA process.ASBA Bidders shall submit an ASBA Bid-cum-Application Form either (i) in physical form to the Designated Branch of an SCSB or (ii) in electronic form through the internet banking facility offered by an SCSB authorizing blocking of funds that are available in the bank account (“ASBA Account”) specified in the ASBA Bid-cum- Application Form used by ASBA Bidders. The SCSB shall block an amount equal to the Bid Amount in the ASBA Account, on the basis of an authorization to this effect given by the account holder at the time of submitting the Bid. The ASBA data shall be uploaded by the SCSB in the electronic bidding system of the Stock Exchanges. The Bid Amount shall remain blocked in the ASBA Account until approval of the basis of Allotment in the Issue by the Designated Stock Exchange and consequent transfer of the Bid Amount against the allocated shares to the Public Issue Account, or until withdrawal or failure of the Issue or until withdrawal or rejection of the ASBA Bid, as the case may be. Once the basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant bank accounts and for transferring the requisite amount to the Public Issue Account. In case of withdrawal or failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Book Running Lead Manager and/ or the Registrar. Bid cum Application Form and ASBA Bid cum Application Form Bidders shall only use the Bid-cum-Application Form (except in case of ASBA Bidders) bearing the stamp of a Syndicate Member for making a Bid in terms of this Draft Red Herring Prospectus. The Bid-cum-Application Form (except in relation to ASBA Bidders) before being issued to Bidders, shall be serially numbered and the date and time shall be stamped at the Bidding centers and such form shall be signed by the Bidder and countersigned by the relevant member of the Syndicate. ASBA Bidders shall submit the ASBA Bid-cum-Application Form either in physical or electronic form (through the internet banking facility available with the SCSBs or such other electronically enabled mechanism for Bidding at least one day prior to the Issue Opening Date) to the SCSB authorizing blocking funds that are available in the bank account specified in the ASBA Bid-cum-Application Form used by ASBA Bidders. Copies of the Red Herring Prospectus shall, on a request being made by any Bidder, will be furnished to such Bidder at our Registered Office, our Corporate Office and the Designated Branches. The Bid Cum Application Form and the ASBA Bid cum Application Form shall contain information about the Bidders, the price and the number of Equity Shares Bid for Bidders shall have the option to make a maximum of three Bids (in terms of number of Equity Shares and respective Bid Amount) in the Bid cum Application Form and such options shall not be considered as multiple Bids. No separate receipts shall be issued for the money payable on the submission of the Bid-cum-Application Form or ASBA Bid-cum-Application Form and Revision Form. However, the collection center of the Syndicate will acknowledge the receipt of such form by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form or ASBA Bid-cum-Application Form and Revision Form for the records of the Bidder. The Bidder shall preserve this and should provide the same for any queries relating to non-Allotment of Equity Shares in the Issue. Upon completion and submission the Bid-cum-Application Form to a Syndicate Member (and in the case of an ASBA Bid-cum-Application Form, to the SCSB), the Bidder is deemed to have authorized us to make the necessary changes in the Red Herring Prospectus as would be required for filing the Prospectus with RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder.

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Bidders can also submit their Bids through the ASBA by submitting ASBA Bid cum Application Forms, either in physical or electronic mode, to the SCSB with whom the ASBA Account is maintained or through the members of the Syndicate/ sub-Syndicate (ASBA Bids through the members of the Syndicate/ sub-Syndicate shall hereinafter be referred to as the “Syndicate ASBA”). However, ASBA Bids through Syndicate ASBA is permitted only at the Syndicate ASBA Centres. An ASBA Bidder shall use the ASBA Bid cum Application Form obtained from the Designated Branches for the purpose of making a Bid. ASBA Bidders can submit their Bids, either in physical or electronic mode. In case of application in physical mode, the ASBA Bidder shall submit the ASBA Bid cum Application Form, which shall be stamped, at the relevant Designated Branch. ASBA Bid cum Application Form in physical mode, which shall be stamped, can also be submitted to be members of the Syndicate at Syndicate ASBA Centres. In case of application in electronic form, the ASBA Bidder shall submit the ASBA Bid cum Application Form either through the internet banking facility available with the SCSBs or such other electronically enabled mechanism for Bidding and blocking funds in the ASBA Account held with SCSB, and accordingly registering such Bids. The SCSB shall block an amount in the ASBA Account equal to the Payment Amount specified in the ASBA Bid cum Application Form. Upon completing and submitting the ASBA Bid cum Application Form to the SCSB or to the members of the Syndicate, the ASBA Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the ASBA Bid cum Application Form, as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing, without prior or subsequent notice of such changes to the ASBA Bidder. To supplement the foregoing, the mode and manner of Bidding is illustrated in the following chart.

Category of bidder Mode of Bidding

Application form to be used for Bidding

To whom the application form has to be submitted

Retail Individual Bidders

Either (i) ASBA or (ii) non-ASBA

(i) If Bidding through ASBA, ASBA Form (physical or electronic); or (ii) If Bidding through non-ASBA, Bid cum Application Form.

(i) If using physical ASBA Form, to the members of the Syndicate only at Syndicate ASBA Centres; or (ii) If using physical ASBA Form, to the Designated Branches of the SCSBs where the SCSB account is maintained; or (iii) If using electronic ASBA Form, to the SCSBs, electronically through internet banking facility, where the SCSB account is maintained; or (iv) If using Bid cum Application Form, to the members of the Syndicate at the Bidding Centres.

Non-Institutional Bidders and QIBs

ASBA (Kindly note that ASBA is mandatory and no other mode of Bidding is permitted)

ASBA Form (physical or electronic)

(i) If using physical ASBA Form, to the members of the Syndicate only at Syndicate ASBA Centre; or (ii) If using physical ASBA Form, to the Designated Branches of the SCSBs where the SCSB account is maintained; or (iii) If using electronic ASBA Form, to the SCSBs, electronically through internet banking facility, where the SCSB account is maintained.

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The prescribed colour of the Bid cum Application Form for various categories is as follows:

Category Colour of Bid cum Application Form

Resident Indians and Eligible NRIs applying on a non-repatriation basis in the Retail Individual Bidders Category

[�]

Eligible NRIs, FIIs or Foreign Venture Capital Funds, registered Multilateral and Bilateral Development Financial Institutions applying on a repatriation basis

[�]

ASBA Bidders Residential ASBA Bidders [�] Non Resident ASBA Bidders [�] Who can Bid?

� Persons eligible to invest in the Equity Shares under all applicable laws, rules, regulations and guidelines;

� Indian National Residents in India who are competent to contract under the India Contract Act, 1872, in single or joint names (not more than three)

� Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the

Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of Sole or First bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

� Companies, corporate bodies and societies registered under the applicable laws in India and authorised to

invest in Equity Shares;

� Mutual Funds registered with SEBI;

� Eligible NRIs on a repatriation basis or on a non repatriation basis subject to applicable laws. NRIs other than eligible NRIs are not eligible to participate in this issue;

� Indian Financial Institutions, commercial banks (excluding foreign banks), regional rural banks, cooperative

banks (subject to RBI regulations and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009,and other laws, as applicable);

� FIIs and sub-account registered with SEBI, other than a sub-account which is a foreign corporate or foreign

individual subject to compliance with the applicable laws, rules, regulations, guidelines and approvals in this Issue;

� Venture Capital Funds registered with SEBI;

� State Industrial Development Corporations;

� Trusts/ societies registered under the Societies Registration Act, 1860, as amended, or under any other law

relating to trusts/societies and who are authorised under their constitution to hold and invest in equity shares;

� Scientific and/ or industrial research organisations authorised to invest in equity shares;

� Insurance Companies registered with Insurance Regulatory and Development Authority;

� Provident Funds with minimum corpus of ` 2500 lakhs and who are authorised under their constitution to hold and invest in equity shares;

� Pension Funds with minimum corpus of ` 2500 lakhs and who are authorised under their constitution to hold

and invest in equity shares;

� Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non Institutional Bidders category;

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� Foreign Venture Capital Investors registered with SEBI subject to compliance with the applicable laws, rules, regulations, guidelines and approvals in this Issue;

� Multilateral and bilateral development financial institutions;

� National Investment Fund set up by Government of India;

� Insurance funds set up and managed by army, navy or air force on the Union of India;

� Any other QIBs permitted to invest, subject to the compliance with applicable laws, rules and regulations,

guidelines and approvals in the Issue.

� Insurance funds set up and managed by Department of Posts, India and

� Limited Liability Partnerships(LLPs); registered in India and authorized to invest in Equity shares;

� Persons otherwise eligible to invest under all applicable laws, rules, regulations, and guidelines As per the existing RBI regulations OCBs cannot participate in this Issue. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. Participation by Associates of the Book Running Lead Manager and Syndicate Members The Book Running Lead Manager and Syndicate Members shall not be allowed to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the Book Running Lead Manager and Syndicate Members may subscribe to or purchase Equity Shares in the Issue, either in the QIB Portion or in Non-Institutional Portion as may be applicable to such Bidder, where the allocation is on a proportionate basis. Such Bidding and subscription may be on their own account or on behalf of their clients. All categories of investors, including associates or affiliates of Managers and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Bids by FIIs As per the current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of our Company. In respect of an FII investing in Equity Shares of our Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of our Company or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. In accordance with the foreign investment limits applicable to our Company, such investment must be made out of funds raised or collected or brought from outside through normal banking channels and the investment must not exceed the overall ceiling specified for FIIs. Under the portfolio investment scheme, the aggregate issue of equity shares to FIIs and their sub-accounts should not exceed 24% of post-issue paid-up equity capital of a company. However, this limit can be increased to the permitted sectoral cap/statutory limit, as applicable to our Company after obtaining approval of its Board of Directors followed by a special resolution to that effect by its shareholders in their general meeting. With the approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to the applicable sectoral caps. . A sub-account of an FII which is a foreign corporate or foreign individual shall not be considered to be a Qualified Institutional Buyer, as defined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, for this Issue. Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995 (“the “SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivative instruments (as defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate foreign regulatory authority; and (ii) such offshore derivative instruments are issued after compliance

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with ‘know your client’ norms. An FII or sub-account is also required to ensure that no further issue or transfer of any offshore derivative instrument issued by it is made to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Associates and affiliates of the Underwriters including the Book Running Lead Manager and the Syndicate Members that are FIIs may issue offshore derivative instruments against the Equity Shares allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation or claim on or an interest in our Company. Bids by SEBI registered Venture Capital Funds (VCFs) and Foreign Venture Capital Investors (FVCIs) The SEBI (Venture Capital) Regulations, 1996 as amended and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 as amended, prescribe investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investor registered with SEBI should not exceed 25% of the corpus of the venture capital fund/foreign venture capital investor. However, venture capital funds or foreign venture capital investors may invest not more than 33.33% of their respective investible funds in various prescribed instruments, including in initial public offers of venture capital undertakings whose shares are proposed to be listed. Further, according to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the shareholding of VCFs and FVCIs held in a company prior to making an initial public offering would be exempt from lock-in requirements only if the shares have been held by them fro at least one year prior to the time of filing the Draft Red Herring Prospectus with SEBI. Bids by Eligible NRIs, FVCIs and FIIs on a repatriation basis will be in the names of individuals, or in the names of such FIIs, respectively, but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only at the rate of exchange prevailing at the time of remittance and net of bank charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into USD or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by Mutual Funds Procedure for applications by Mutual Funds An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event that the demand is greater than Equity Shares [�], allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the QIB Portion after excluding the allocation in the Mutual Fund Portion. As per the SEBI ICDR Regulations, 5% of the QIB Portion has been specifically reserved for Mutual Funds for allocation on a proportionate basis. An eligible Bid by a Mutual Fund in the Mutual Fund Portion shall first be considered for allocation proportionately in the Mutual Fund Portion. As per the current regulations, the following restrictions are applicable for investments by mutual funds: No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own over 10% of any company’s paid-up share capital carrying voting rights. The Bids made by Asset Management Companies or Custodians of Mutual Funds should specifically state the name of concerned schemes for which Bids are made.

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Multiple Applications by Mutual Funds In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Bids by Eligible Non Resident Indians (NRIs) Bid-cum-Application Forms have been made available for eligible NRIs at the Registered Office of our Company and with the members of the Syndicate or SCSBs and the Registrar, as the case may be. Eligible NRIs should note that only such applications as are accompanied by payment in free foreign exchange or by debit to their NRE/FCNR accounts shall be considered for Allotment on repatriation basis. Eligible NRIs intending to participate in the Bidding process shall ensure that their foreign address is registered with their depository participant or furnished on the Bid-cum-Application form. Post Allotment, if any, on repatriable basis, our Company is required to file FC-GPR or FCTRS, as the case may be, with the Reserve Bank of India through an authorised dealer along with a KYC (Know Your Client) report issued by their banker. Eligible NRIs who may be Allotted Equity Shares of our Company in this Issue are required to facilitate the issue of the said report to be furnished to RBI. The Eligible NRIs who intend to make payment through Non-resident Ordinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant for any reserved category. All instruments accompanying Bids shall be payble in Mumbai only. Bids by Limited Liability Partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserve the right to reject any Bid without assigning any reason thereof. Bids under Power of Attorney In case of Bids (including ASBA Bids) made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of ` 2500 Lakh (subject to applicable law) and pension funds with a minimum corpus of ` 2500 Lakh, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum and articles of association and/ or bye laws must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason. In addition to the above, certain additional documents are required to be submitted by the following entities, failing which, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason:

1. With respect to Bids by FIIs, FVCIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the ASBA Bid-cum-Application Form;

2. With respect to Bids by insurance companies registered with the Insurance Regulatory and Development

Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development Authority must be lodged along with the ASBA Bid-cum-Application Form;

3. With respect to Bids made by provident funds with a minimum corpus of `2500 lakhs (subject to applicable

law) and pension funds with a minimum corpus of `2500 lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid-cum-Application Form.

4. With respect to Bids by the limited liability partnerships registered under the Limited Liability Partnership

Act, 2008 (“LLP Act”), a certified copy of certificate of registration issued under the LLP Act must be lodged along with the Bid-cum-Application Form.

Our Company, in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid-cum-Application Form, subject to such terms and conditions that our Company

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and the Book Running Lead Manager may deem fit. Our Company in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/ CANs/ allocation advice, the demographic details given on the Bid-cum-Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use demographic details as given in the Bid-cum-Application Form instead of those obtained from the depositories. Bids and revision of Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis.

� Bids and revision to Bids must be made in the following manner:

� On the prescribed Bid-cum-Application Form or the Revision Form, as applicable ([�] in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein;

� In a single name or joint names (not more than three and in the same order as their Depositary Participant

details);

� Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs for a Bid Amount of up to ` 200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than ` 200,000 would be considered under Non- Institutional Portion for the purposes of allocation.

Maximum and Minimum Bid Size For Retail Individual Bidders: The Bid must be for a minimum of [�] Equity Shares and in multiples of [�] Equity Share thereafter, so as to ensure that the Bid Price payable by the Bidder does not exceed ` 200,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Price does not exceed ` 200,000. In case the Bid Price is over ` 200,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion. The Cut-off option is an option given only to the Retail Individual Bidders indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process. For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of such number of Equity Shares such that the Bid Amount exceeds ` 200,000 and in multiples of [�] Equity Shares thereafter. A Bid cannot be submitted for more than the Issue Size. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by the regulatory and statutory authorities and applicable laws governing them. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the entire Bid amount upon submission of the Bid. In case of revision of Bids, the Non Institutional Bidders who are individuals have to ensure that the Bid Amount is greater than ` 200,000 for being considered for allocation in the Non-Institutional category. In case the Bid Amount reduces to ` 200,000 or less due to a revision in Bids or revision of the Price Band Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non-Institutional Bidders and QIB Bidders are not allowed to Bid at ‘Cut-Off’. A QIB Bidder cannot withdraw its Bid after the Bid Closing Date. Non – retail Investors i.e. QIBs and Non Institutional Investors who intend to participate in the Issue are mandatorily required to submit their Bids through the ASBA facility. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus.

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Information for the Bidders: It may be noted that with effect from May 01, 2011, non – retail Bidders i.e. QIBs and Non Institutional Investors shall mandatorily utilise the ASBA facility to submit their Bids.

� Our Company shall, pursuant to the filing of this Draft Red Herring Prospectus with SEBI, make a Public Announcement in English and a Hindi national newspaper and in one Marathi newspaper with wide circulation. This Public Announcement, subject to the provisions of Section 60 of the Companies Act, shall invite public to give their comments to SEBI in respect of disclosures made in this Draft Red Herring Prospectus.

� Our Company, in consultation with the Book Running Lead Manager shall declare the Bid/ Issue Opening

Date and the Bid/ Issue Closing Date (and the date on which our Company may decide to close the Bids for the QIBs) in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in one Marathi newspaper with wide circulation. This advertisement, subject to the provisions of Section 66 of the Companies Act, shall be in the format prescribed in Part A of Schedule XIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

� The Price Band and the minimum bid lot as decided by our Company in consultation with the Book Running

Lead Manager, including the relevant financial ratios computed for both the Cap Price and the Floor Price shall be published at least two (2) Working Days prior to the Bid/ Issue Opening by our Company in an English and a Hindi national newspaper and in one Marathi newspaper with wide circulation.

� Our Company will file the Red Herring Prospectus with the RoC at least three (3) days before the Bid/ Issue

Opening Date.

� The members of the Syndicate and the SCSBs, as applicable will circulate copies of the Red Herring Prospectus along with the Bid cum Application Form to potential investors. The SCSBs shall ensure that the electronic ASBA Bid-cum-Application Form and the abridged prospectus are made available on their respective websites.

� Copies of ASBA Bid-cum-Application Forms will be available for downloading and printing, from website of

the Stock Exchanges (which provide electronic interface for ASBA facility). A unique application number will be generated for every ASBA Bid-cum-Application Form downloaded and printed from the websites of the Stock Exchanges. The BRLMs and the SCSBs will provide the hyperlink to the BSE or the NSE on their websites.

� Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain this Draft Red Herring

Prospectus and/ or the Bid cum Application Form can obtain the same from our Corporate Office or from the Book Running Lead Manager or from any of the members of the Syndicate. In addition, electronic ASBA Bid cum Application Forms shall be available on the websites of SCSBs. Furthermore, the SCSBs shall ensure that the abridged prospectus is made available on their websites.

� Eligible Bidders who are interested in subscribing for the Equity Shares should approach the Book Running

Lead Manager or any of the Syndicate Members or their authorised agent(s) or the SCSBs (as applicable) to register their Bids. Bidders can also approach the Designated Branch of the SCSBs to register their Bids under the ASBA process. For details regarding mode of bidding and manner of submission of the Bid-cum-Application Form, please see ‘Bid cum Application Form and ASBA Bid cum Application Form’ on page no 198.

� The Bids should be submitted in the prescribed Bid cum Application Form only. Bid cum Application Forms

(other than the ASBA Bid cum Application Form) should bear the stamp of the members of the Syndicate otherwise they will be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of the SCSBs in accordance with the SEBI Regulations and any circular issued by SEBI in this regard. Bidders applying through the ASBA process also have an option to submit the ASBA Bid cum Application Form in the electronic form.

� ASBA Bidders shall correctly mention the bank account number in the ASBA Bid cum Application Form and

ensure that funds equal to the Bid Amount are available in the bank account maintained with the SCSB before submitting the ASBA Bid cum Application Form to the applicable Designated Branch or members of the Syndicate/ sub-syndicate members in Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,

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Bangalore, Hyderabad, Pune, Baroda, and Surat. In case the amount available in the bank account specified in the ASBA Bid cum Application Form is insufficient for blocking the amount equivalent to the Bid Amount, the SCSB shall reject the Bid.

� If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid cum Application Form should

be signed by the account holder as provided in the ASBA Bid cum Application Form.

� Bidding by QIBs may close one day prior to the Bid Closing Date, provided that Bidding shall be kept open for a minimum of three Working Days for all other categories of Investors. Our Company’s decision to close bidding QIBs one day prior to the Bid/Issue Closing date, if any, shall be disclosed in the RHP to be filed with RoC.

� The Price Band has been fixed at ` [�] to ` [�] per Equity Share. The Bidders can Bid at any price within the

Price Band, in multiples of [�] Equity Shares. In accordance with the SEBI Regulations, our Company, in consultation with the Book Running Lead Manager reserves the right to revise the Price Band during the Bid/ Issue period. The cap on the Price Band will not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band.

� Our Company in consultation with the Book Running Lead Manager shall finalise the Issue Price within the

Price Band, without the prior approval of, or intimation to, the Bidders.

� In case the Price Band is revised, the Bid/ Issue period shall be extended, by an additional three days, subject to the total Bid/Issue period not exceeding ten (10) Working Days. The revised Price Band and Bid/Issue period, if applicable, will be widely disseminated by notification to the Stock Exchanges, and by publishing in two national daily newspapers (one each in English and Hindi) and one regional daily language newspaper, with wide circulation in the place where our Registered Office is situated and also by indicating the change on the websites of the Book Running Lead Manager and at the terminals of the members of the Syndicate.

� Bid-cum-Application Forms will also be available on BSE and NSE websites.

� With effect from August 16, 2010 the demat account of Bidders for whom PAN Details have not been

verified, shall be “suspended for credit” and no credit for Equity Shares pursuant to this Issue shall be made into the accounts of such Bidders.

The Applicants may note that in case the DP ID and Client ID and PAN mentioned in the Bid cum Application Form, ASBA Bid Cum Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate do not match with the DP ID and Client ID and PAN available in the Depository Database, the application is liable to be rejected. GENERAL INSTRUCTIONS Do’s:

� Check if you are eligible to apply as per the terms Red Herring Prospectus and under the applicable laws, rules and regulations;

� Read all the instructions carefully and complete the Bid cum Application Form/ ASBA Bid cum Application

Form as the case may be;

� Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment of Equity Shares will be in the dematerialised form only;

� Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the

Syndicate or with respect to ASBA Bidders ensure that your Bid is submitted at a Designated Branch of the SCSB where the ASBA Bidders or the person whose bank account will be utilised by the ASBA Bidder for bidding has a bank account;

� With respect to ASBA Bids ensure that the ASBA Bid-cum-Application Form is signed by the account holder

in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA Bid-cum-Application Form;

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� Ensure that you have been given a TRS for all your Bid options;

� Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before

submitting the ASBA Bid-cum-Application Form Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate and funds equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs

� Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and

obtain a revised TRS;

� Ensure that Bid is within the Price Band

� All Bidders should mention their Permanent Account Number (PAN) allotted under the IT Act;

� Ensure that you mention your PAN allotted under the I.T. Act with the Bid-cum-Application Form/ ASBA Bid-cum-Application Form (Except for Bids on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Bidders resident in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market

� Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;

� Ensure that the Depository Participant identification number (DP ID), the client identification number (Client

ID) and PAN mentioned in the Bid-cum-Application Form/ASBA Bid-cum- Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or Designated Branches of the SCSBs, as the case may be, matches with the DP ID, Client ID and PAN available in the Depository database;

� The Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid-cum-

Application Form/ ASBA Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or the Designated Branches of the SCSBs, as the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable to be rejected;

� Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which

the beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid cum Application Form.

In addition, ASBA Bidders should ensure that:

1. The ASBA Bid-cum-Application Form is signed by the account holder in case the applicant is not the account holder;

2. The correct bank account numbers have been mentioned in the ASBA Bid-cum-Application Form;

3. The authorization box in the ASBA Bid-cum-Application Form has been correctly checked, or an

authorization to the SCSB through the electronic mode has been otherwise provided, for the Designated Branch to block funds equivalent to the Bid Amount mentioned in the ASBA Bid-cum-Application Form in the ASBA Account maintained with a branch of the concerned SCSB; and

4. An acknowledgement from the Designated Branch of the concerned SCSB for the submission of the ASBA

Bid-cum-Application Form has been obtained. Don’ts:

a. Do not bid for lower than the minimum Bid size;

b. Do not bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher end of the Price Band;

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c. Do not bid on another Bid cum Application Form after you have submitted a Bid to the members of the

Syndicate;

d. Do not pay the Bid Price in cash, by money order or by postal order or by stock invest;

e. Do not send Bid cum Application Forms by post; instead submit the same to a members of the Syndicate or the SCSBs as applicable;

f. Do not bid at Cut Off Price (for QIB Bidders and Non-Institutional Bidders);

g. Do not bid for a Bid Amount exceeding ` 200,000 (for bids by Retail Individual Bidders);

h. Do not fill up the Bid cum Application Form such that the Equity Shares bid exceeds the Issue Size and/ or

investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of this Draft Red Herring Prospectus;

i. Do not Bid if you are prohibited from doing so under the law of your local jurisdiction;

j. Do not submit more than five (5) ASBA Bid-cum-Application Forms per bank account for the Issue;

k. Do not submit the Bid without payment of the entire Bid Amount; and

l. Do not submit incorrect details of DP ID, Client ID and PAN or give details for which demat account are

suspended or for which such details cannot be verified by the Registrar; and

m. Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground.

n. Do not submit a Bid if not competent to enter into a contract under the Indian Contract Act, 1872, as amended;

o. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or their relevant constitutional documents or otherwise;

p. Do not submit a Bid that does not comply with the securities laws of your respective jurisdictions;

q. Do not submit the Bids without the full Bid Amount.

Instructions for completing the Bid-cum-Application Form/ ASBA Bid-cum-Application Form Bidders can obtain Bid cum Application Form and/ or Revision Form from the Book Running Lead Manager or Syndicate Member or Registered Office of our Company or Registrar to the Issue. Bids and Revisions of Bids Bids and revisions of Bids must be:

a) Made only in the prescribed Bid-cum-Application Form or Revision Form, as applicable;

b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bid-cum-Application Form/ ASBA Bid-cum-Application Form or in the Revision Form/ ASBA Revision Form. Incomplete Bid-cum-Application Forms or Revision Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / or the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid-cum-Application Forms or Revision Forms;

c) Information provided by the Bidders will be uploaded in the online IPO system by the members of the

Syndicate and SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment. Please ensure that the details are correct are legible;

d) For Retail Individual Bidders, the Bid must be for a minimum of [�] Equity Shares and in multiples of [�]

thereafter subject to a maximum Bid Amount of ` 200,000. In case the Bid Amount is over ` 200,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion;

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e) ASBA is compulsory for QIB and Non Institutional Investor. For Non-Institutional Bidders and QIB Bidders,

Bids must be for a minimum of such number of Equity Shares that the Bid Amount exceeds ` 200,000 and in multiples of [�] Equity Shares thereafter. Bids cannot be made for more than the Issue. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of shares that can be held by them under the applicable laws or regulation

f) In single name or in joint names (not more than three, and in the same order as their Depository Participant

details)

g) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

h) Bids by Non Residents, NRIs and FIIs, FVCIs, multilateral and bilateral development financial institutions on

a repatriation basis shall be in the names of individuals, or in the names of FIIs, FVCIs multilateral and bilateral development financial institutions but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees;

i) Bids through ASBA must be:

a. made only in the prescribed ASBA Form or ASBA Revision Forms (if submitted in physical mode)

or the electronic modem;

b. made in single name or in joint names (not more than three, and in the same order as their details appear with the Depository Participant);

c. completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions

contained in the Red Herring Prospectus and in the ASBA Form; and

j) If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid-cum-Application Form should be signed by the account holder as provided in the ASBA Bid-cum-Application Form.

Method and Process of Bidding

a) Our Company and the Book Running Lead Manager shall declare the Bid/ Issue Opening Date and Bid/Issue Closing Date (including the date on which Bidding shall be closed for QIBs) at the time of filing the Red Herring Prospectus with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in one Marathi newspaper with wide circulation at least two (2) Working Days prior to the Bid Opening Date. This advertisement, subject to the provisions of section 66 of the Companies Act shall be in the format prescribed in Schedule XIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

b) The Price Band and the minimum bid lot will be decided by our Company in consultation with the Book

Running Lead Manager and will be advertised in two national newspapers (one each in English and Hindi) and in one Marathi newspaper at least two working days prior to the Bid/ Issue Opening Date. The Members of the Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/ Issue Period in accordance with the terms of the Syndicate Agreement.

c) The Bid/ Issue Period shall be for a minimum of three working days and shall not exceed ten (10) Working

Days. In case the Price Band is revised, the revised Price Band and the Bid/ Issue Period will be published in two national newspapers (one each in English and Hindi) and in one Marathi newspaper with wide circulation and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the members of the Syndicate.

d) During the Bid/Issue Period, Bidders who are interested in subscribing for the Equity Shares should approach

the members of the Syndicate or their authorised agents to register their Bids. QIB and Non Institutional Bidders must mandatorily use the ASBA process and Bidders using the ASBA facility to submit their Bids should approach the Syndicate members (at ASBA Bidding Locations) or Designated Branches of the SCSBs to register their Bids. The Syndicate shall accept Bids from all Bidders and have the right to vet the Bids during the Bidding/ Issue Period in accordance with the terms of the Red Herring Prospectus. Bidders who wish to use the ASBA process should approach the Designated Branches of the SCSBs to register their Bids.

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e) Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to the paragraph “Bids at Different Price Levels” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid.

f) The Bidder cannot bid on another Bid cum Application Form after Bids on one Bid cum Application Form

have been submitted to any member of the Syndicate. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph titled “Build up of the Book and Revision of Bids” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus.

g) The Members of the Syndicate/SCSBs will enter each Bid option into the electronic bidding system as a

separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form/ ASBA Bid cum Application Form.

h) During the Bid/Issue Period, Bidders may approach the members of the Syndicate to submit their Bid. Every

member of the Syndicate shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the Bids, subject to the terms of the Syndicate Agreement and this Draft Red Herring Prospectus.

i) Along with the Bid cum Application Form, all Bidders will make payment in the manner described under the

paragraph “Terms of Payment and Payment into the Escrow Accounts” forming a part of the section titled “Issue Procedure” beginning on page no 197 of this Draft Red Herring Prospectus.

j) Upon receipt of the ASBA Bid-cum-Application Form, submitted whether in physical or electronic mode, the

Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA Bid-cum-Application Form, prior to uploading such Bids with the Stock Exchanges;

k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject

such Bids and shall not upload such Bids with the Stock Exchanges;

l) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA Bid-cum-Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request; and

m) The Identity of QIB Bidders shall not be made public which shall be published on the websites of the Stock

Exchanges INVESTORS ARE ADVISED NOT TO SUBMIT THE BID CUM APPLICATION FORMS TO THE ESCROW COLLECTION BANKS, BIDS SUBMITTED TO THE ESCROW COLLECTION BANKS SHALL BE REJECTED AND SUCH BIDDERS SHALL NOT BE ENTITLED TO ANY COMPENSATION ON ACCOUNT OF SUCH REJECTION. Bids at Different Price Levels and Revision of Bids

a) The Price Band has been fixed at ` [�] to ` [�] per Equity Share, ` [�] being the Floor Price Band and ` [�] being the Cap Price. The Bidders can bid at any price within the Price Band, in multiples of ` [�]. The Price Band and the minimum bid lot will be decided by our Company in consultation with the Book Running Lead Manager and advertised in two national newspapers (one each in English and Hindi) and in one Marathi newspaper at least two working days prior to the Bid/ Issue Opening Date. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid/ Issue Period.

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b) In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, our Company, in consultation with the Book Running Lead Manager reserves the right to revise the Price Band during the Bid/Issue Period. The Cap Price shall be less than or equal to 120% of the Floor Price. Subject to compliance with the immediately preceding sentence, the Floor Price can be revised up or down to a maximum of 20% of the Floor Price advertised at least two days before the Bid/ Issue Opening Date and the Cap price will be revised accordingly.

c) Our Company, in consultation with the Book Running Lead Manager can finalise the Issue Price within the

Price Band in accordance with this clause, without the prior approval of, or intimation, to the Bidders.

d) The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders may apply for maximum Bid in any of the bidding options not exceeding ` 200,000 may bid at the Cut-off Price. However, bidding at Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected.

e) Retail Individual Bidders who Bid at the Cut-off Price agree that they shall purchase the Equity Shares at any

price within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid Amount based on the Cap Price in the respective Escrow Accounts. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price, the Retail Individual Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the respective Escrow Accounts/refund account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block amount based on the Cap Price.

f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at

Cut-off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed ` 200,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ` 200,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of Allotment, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price.

g) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who have

bid at Cut-off Price, could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account/ refund account(s) or unblocked by the SCSBs as applicable.

h) In any event our Company, in consultation with the Book Running Lead Manager shall decide the minimum

number of Equity Shares for each Bid to ensure that the minimum application value is within the range of `5,000 to `7,000.

PAYMENT INSTRUCTIONS Escrow Mechanism for Retail Individual Bidders other than ASBA Bidders Pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 all non- retail Investors are mandatorily required to utilise the ASBA facility to participate in the Issue. Our Company, the Book Running Lead Manager and the Members of the Syndicate shall open Escrow Accounts with one or more Escrow Collection Bank(s) in whose favour the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders in a certain category would be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement to be entered into amongst our Company, the Book Running Lead Manager, Escrow Banker and Registrar to the Issue. The Escrow Collection Bank (s) for and on behalf of the Bidders shall maintain the monies in the Escrow Account. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds equivalent to the size of the Issue from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the Banker(s) to the Issue. The balance amount after transfer to the Public Issue Account shall be transferred to the Refund Account. Payments of refund to the Bidders shall also be made from the Refund Account are per the terms of the Escrow Agreement and this Draft Red Herring Prospectus.

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The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Members of the Syndicate, the Escrow Collection Bank(s) and the Registrar to the Issue to facilitate collections from the Bidders. Payment mechanism for ASBA Bidders Pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 all non- retail Investors are mandatorily required to utilise the ASBA facility to participate in the Issue The ASBA Bidders shall specify the bank account number in the ASBA Bid-cum-Application Form and the SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA Bid-cum-Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the ASBA Bid or receipt of instructions from the Registrar to unblock the Bid Amount. In the event of withdrawal or rejection of ASBA Bid-cum-Application Form or for unsuccessful ASBA Bid cum Application Form, the Registrar shall give instructions to the SCSB to unblock the application money in the relevant bank account within one Working Day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in this Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of this Issue or until rejection of the ASBA Bid, as the case may be. In case of Bids by FIIs, a Special Rupee Account should be mentioned in the ASBA Bid-cum-Application Form, for blocking funds, along with documentary evidence in support of the remittance. Upon completing and submitting the ASBA Form to the Designated Branch, the ASBA Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus as would be required for filing the Prospectus with the RoC and as would be required by RoC after such filing without prior or subsequent notice of such changes to the ASBA Bidders. Upon submission of an ASBA Bid-cum-Application Form with the SCSB, whether in physical or electronic mode, each ASBA Bidder shall be deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch to block such Bid Amount in the ASBA Account. An ASBA Bid-cum-Application Form should not be accompanied by cash, draft, money order, postal order or any mode of payment other than blocked amounts in the ASBA Account. After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA Bid-cum-Application Form until the Designated Date. On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Bidders from the respective ASBA Accounts, in accordance with the SEBI ICDR Regulations, into the Public Issue Account. The balance amount, if any, against any Bid in the ASBA Accounts shall then be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue. Terms of Payment for Retail Individual Bidders other than ASBA Bidders and Payment into the Escrow Account Each Retail individual Bidder who does not utilize the ASBA facility shall pay the full Bid Amount at the time of the submission of the Bid-cum-Application Form, and shall, along with the submission of the Bid-cum Application Form, draw a cheque or demand draft in favour of the relevant Escrow Account of the Escrow Collection Bank(s) (see member of the Syndicate to whom the Bid is being submitted. Retail individual Bidders may also provide the entire Bid Amount by way of an electronic transfer of funds through the RTGS mechanism. Bid-cum- Application Forms accompanied by cash/stockinvest/money order/postal order shall not be accepted. The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection Bank(s), which will hold the monies for the benefit of the Retail individual Bidders until the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account. The balance amount after transfer to the Public Issue Account of our Company shall be transferred to the Refund Account on the Designated Date. No later than 12 Working days from the Bid/Issue Closing Date, the Escrow Collection Bank(s) shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on bidding, if any, after adjustment for Allotment, to the Bidders. Where the Retail individual Bidder has been allotted a lesser number of Equity Shares than he or she had Bid for, the excess amount paid on Bidding, if any, after adjustment for Allotment, will be refunded to such Bidder within 12 Working Days from the Bid/Issue Closing Date. Our Company shall ensure that refund instructions are given to the

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Refund Banker or the SCSBs, as applicable, within 12 Working Days of the Bid Closing Date. Our Company agrees that it shall pay interest at the rate of 15% per annum if the refund orders have not been dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within 12 Working Days from the Bid Closing date. Payments into the Escrow Account from Bidders other than ASBA Bidders

1. Each Bidder shall with the submission of the Bid-cum-Application Form (Bidders are advised to mention the number of the Bid-cum-Application Form on the reverse of the cheque/demand draft to avoid misuse of instruments submitted along with the Bid-cum-Application Form.)*, draw a payment instrument for the Bid Amount in favour of the Escrow Account of the Escrow Collection Bank(s) and submit the same to the member of the Syndicate to whom the Bid is being submitted. The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Bidders, shall maintain the monies in the Escrow Account until the Designated Date. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by Allotment of Equity Shares from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account. The balance amount after transfer to the Public Issue Account shall be transferred to the Refund Account. Payments of refund to the relevant Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and the Red Herring Prospectus.

2. The payment instruments for payment into the Escrow Account should be drawn in favour of:

In case of Resident QIB Bidders: “Katha Mediatix India Limited – IPO – QIB – R”

In case of Non Resident QIB Bidders: “Katha Mediatix India Limited – IPO – QIB – NR”

In case of Resident Retail and Non-Institutional Bidders: “Katha Mediatix India Limited – IPO – R”

In case of Non-Resident Retail and Non-Institutional Bidders: “Katha Mediatix India Limited – IPO – NR”

3. In case of Bids by Eligible NRIs applying on repatriation basis, the payments must be made through Indian

Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to NRE Account or FCNR Account. In case of Bids by Eligible NRIs applying on non-repatriation basis, the payments must be made out of NRO account

4. In case of Bids by Eligible NRIs applying on non-repatriation basis, the payments must be made through

Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary (NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account

5. In case of Bids by FIIs and sub-accounts thereof and FVCIs/ multilateral and bilateral financial institutions,

the payment should be made out of funds held in a Special Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting the Special Rupee Account

6. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess

amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares Allocated, will be refunded to the Bidder from the Refund Accounts

7. The monies deposited in the Escrow Account will be held for the benefit of the Bidders till the Designated

Date

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8. On the Designated Date, the Escrow Collection Bank (s) shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue and the surplus amount to be transferred to the refund account

9. On the Designated Date and no later than 12 days from the Bid/Issue Closing Date, the Escrow Collection

Bank shall also refund all amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after adjusting for allocation/Allotment to the Successful Bidders Payments should be made by cheque, or demand draft drawn on any Bank (including a Co-operative Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid-cum-Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stockinvest/ money orders/ postal orders will not be accepted

10. Each category of Bidders i.e., QIB Bidders, Non-Institutional Bidders, Retail Individual Bidders would be

required to pay their full Bid Amount at the time of the submission of the Bid-cum-Application Form. The Bid Amount payable by each category of Bidders is mentioned under the section titled “Issue Structure” beginning on page no 193 of this Draft Red Herring Prospectus

11. The entire amount applied by an ASBA Bidder shall be blocked by the SCSB at time of acceptance of the Bid

by the SCSB.

12. Payment made through Cheques without the Magnetic Ink Character Recognition (“MICR”) code will be rejected.

*Except in case of ASBA Bids, Bidders are advised to mention the number of the Bid-cum-Application Form on the reverse of the cheque/demand draft to avoid misuse of instruments submitted along with the Bid-cum-Application Form No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Form or Revision Form by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder. Payment by Stock invest In terms of the Reserve Bank of India Circular Number DBOD Number FSC BC 42/24.47.001/2003-04 dated November 5, 2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of Bid money has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue. Payment by cash/ money order Payment by cash/ money order would not be accepted in this Issue Submission of Bid Cum Application Form and ASBA Bid Cum Applications Form All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respect to ASBA Bidders, the ASBA Bid-cum-Application Form or the ASBA Revision Form shall be submitted to the Designated Branches of the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the members of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder. OTHER INSTRUCTIONS Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid cum Application Form or Revision Form. All communications will be addressed to the First Bidder and will be dispatched to his or her address as per the demographic details received from the Depository or otherwise.

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Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: All applications will be checked for common PAN and Bids with common PAN will be identified as multiple unless they are from mutual funds for different schemes / plans or from portfolio managers registered as such with SEBI seeking to invest under different schemes / plans; In case of a Mutual Fund/ a SEBI registered portfolio managers, a separate Bid can be made in respect of each scheme of the Mutual Funds/ scheme and such Bids in respect of more than one scheme will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Our Company in consultation with the Book Running Lead Manager reserves the right to reject, in our absolute discretion, all or any multiple Bids in any or all categories. After Bidding on an ASBA Bid-cum-Application Form either in physical or electronic mode, where such ASBA has been submitted to the Designated Branches of SCSBs and uploaded with the Stock Exchanges, an ASBA Bidder cannot Bid, either in physical or electronic mode, on another ASBA Bid-cum-Application Form or a Bid-cum-Application Form. Submission of a second ASBA Bid-cum-Application Form, to either the same or to another Designated Branch of the SCSB or a Bid-cum-Application Form, will be treated as multiple Bids and will be liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the ASBA Bidder can revise the Bid through the Revision Form, the procedure for which is detailed in “Build up of the Book and Revision of Bids” below. More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account, provided that the SCSBs shall not accept a total of more than five ASBA Bid-cum-Application Forms from such ASBA Bidders with respect to any single account. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple Bids are provided below: All applications with the same name and age will be accumulated and taken to a separate process file which would serve as a multiple master. In this master, a check will be carried out for the same PAN. In cases where the PAN is different, the same will be deleted from this master The Registrar to the Issue will obtain, from the depositories, details of the applicant’s address based on the DP ID and Beneficiary Account Number provided in the Bid-cum-Application Form and create an address master The addresses of all the applications in the multiple master will be strung from the address master. This involves putting the addresses in a single line after deleting non-alpha and non-numeric characters i.e. commas, full stops, hash etc. Sometimes, the name, the first line of address and pin code will be converted into a string for each application received and a photo match will be carried out amongst all the applications processed. A print-out of the addresses will be taken to check for common names. The applications with same name and same address will be treated as multiple applications The applications will be scrutinised for DP ID and Beneficiary Account Numbers. In case applications bear the same DP ID and Beneficiary Account Numbers, these will be treated as multiple applications Subsequent to the aforesaid procedures, a print out of the multiple master will be taken and the applications physically verified to tally signatures as also father’s/ husband’s names. On completion of this, the applications will be identified as multiple applications In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.

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Permanent Account Number or PAN The Bidders, or in the case of a Bid in joint names, each of the Bidders, should mention his/ her Permanent Account Number (PAN) allotted under the I.T. Act. In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without the PAN is liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground. Therefore, irrespective of the amount of the Bid, the Bidder or in the case of a Bid in joint names, each of the Bidders should mention his/her PAN allotted under the I.T. Act. However, in terms of SEBI Circular bearing number MRD/DoP/Cir-20/2008 dated June 30, 2008, certain categories of investors (namely the Central Government, State Government, and the officials appointed by the courts e.g. Official liquidator, Court receiver etc. (under the category of Government) and residents of Sikkim for which submission of PAN is not mandatory) shall be exempted from submitting their PAN, only if such organisations submit sufficient documentary evidence to support the veracity of their claim for such exemption. With effect from August 16, 2010, the beneficiary accounts of Bidders for whom PAN details have not been verified shall be labeled “suspended credit” and no credit of Equity Shares pursuant to the Issue shall be made into accounts of such Bidders. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, stipulate that all applicants are required to disclose their PAN allotted under the I.T. Act in the Bid-cum-Application Form (including the ASBA Form), irrespective of the amount of the Bid. Applications in which PAN so allotted is not mentioned would be rejected. SEBI had issued a circular directing that with effect from July 2, 2007, PAN would be the sole identifiable number for participants transacting in the securities market, irrespective of the amount of transaction. Therefore, irrespective of the amount of the Bid, the Bidder or in the case of a Bid in joint names, each of the Bidders should mention his/her PAN allotted under the I.T. Act. Unique Identification Number (“UIN”) SEBI has, vide circular no. MRD/DoP/Cir- 05/2007 dated April 27, 2007, with effect from July 2, 2007 declared that the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of transaction. Thus, the requirement of Unique Identification Number (UIN) under the SEBI (Central Database of market Participants Regulations), 2005/circulars by SEBI has been discontinued vide circular No. MRD/DoP/Cir-08/2007 dated June 25, 2007. Electronic Registration of Bids

a) The members of the Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges. There will be at least one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted. The Book Running Lead Manager, our Company and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the Syndicate and the SCSBs, (ii) the Bids uploaded by the Syndicate and the SCSBs, (iii) the Bids accepted but not uploaded by the Syndicate and the SCSBs or (iv) with respect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts. However, the members of the Syndicate and / or the SCSBs shall be responsible for any errors in the Bid details uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant ASBA Account.

b) The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility will be available on the terminals of the Members of the Syndicate, their authorised agents and the SCSBs during the Bidding Period. The Syndicate Members and the Designated Branches can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for book building on a regular basis. On the Bid Closing Date, the Members of the Syndicate and the Designated Branches shall upload the Bids till such time as may be permitted by the Stock Exchanges. Bidders are cautioned that a high inflow of Bids typically experienced on the last day of the Bidding may lead to some Bids received on the last day not being uploaded due to lack of sufficient uploading time, and such Bids that could not be uploaded will not be considered for allocation. Bids will only be accepted on Working Days.

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c) The aggregate demand and price for Bids registered on the electronic facilities of BSE and NSE will be uploaded on a regular basis, consolidated and displayed on-line at all bidding centres and the website of BSE and NSE. A graphical representation of consolidated demand and price would be made available at the bidding centres during the Bidding Period with category wise details.

d) At the time of registering each Bid, the members of the Syndicate shall enter the following details of the investor in the online system:

� Name of the Bidder(s): Bidders should ensure that the name given in the Bid-cum-Application Form is exactly

the same as the name in which the Depositary Account is held. In case the Bid-cum-Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid-cum-Application Form;

� Investor Category – Individual, Corporate, FII, NRI, Mutual Fund, etc; � Numbers of Equity Shares bid for; � Bid price; � Bid cum Application Form number; � Depository Participant Identification Number and Client Identification Number of the beneficiary account of

the Bidder; � PAN; and � Cheque Amount and Cheque Number

With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs shall enter the following information pertaining to the Bidder into the electronic bidding system:

� Name of the Bidder(s); � Application Number; � PAN (of First Bidder if more than one Bidder) ; � Investor Category and Sub-Category; � Employee/shareholder (if reservation) ; � Demat ID and client identification number; � Beneficiary Account Number � Quantity; � Price; � Bank Account Number; � Cheque Amount; and � Cheque number

e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It

is the Bidder’s responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the Equity Shares shall be allocated/Allotment either by the members of the Syndicate or our Company.

f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

g) In case of QIB Bidders, Members of the Syndicate also have the right to accept the bid or reject it. However, such rejection should be made at the time of receiving the bid and only after assigning a reason for such rejection in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, Bids would not be rejected except on the technical grounds listed on page 221 of this Draft Red Herring Prospectus.

h) It is to be distinctly understood that the permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the Book Running Lead Manager are cleared or approved by BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our management or any scheme or project of our Company; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

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i) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for Allocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing Date to verify DP ID and Client ID uploaded in the online IPO system during the Bid/Issue Period after which the data will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case of discrepancy of data between the BSE or the NSE and the members of the Syndicate or the Designated Branches, the decision of our Company, in consultation with the Book Running Lead Manager and the Registrar, based on the physical records of Bid Application Form shall be final and binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP ID and the client ID, the Syndicate will correct the same and the send the data to the Registrar for reconciliation and Allotment of Equity Shares.

Build Up of the Book and Revision of Bids

a) Bids registered by various Bidders through the members of the Syndicate or SCSBs shall be electronically transmitted to the BSE or NSE mainframe on a regular basis.

b) The book gets built up at various price levels. This information will be available with the Book Running Lead

Manager on a regular basis.

c) During the Bidding/ Issue Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the Price Band using the printed Revision Form, which is a part of the Bid-cum-Application Form.

d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision

Form. Apart from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in his or her Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid-cum-Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being revised, in the Revision Form. The members of the Syndicate and the Designated Branches of the SCSBs will not accept incomplete or inaccurate Revision Forms.

e) The Bidder can make this revision any number of times during the Bidding Period. However, for any

revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.

f) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the

incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. In case of QIB Bidders, the members of the Syndicate shall collect the payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid at the time of one or more revisions by the QIB Bidders.

g) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid at

Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed ` 200,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus additional payment) exceeds ` 200,000, the Bid will be considered for allocation under the Non- Institutional Portion in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price.

h) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders and Eligible

Employees, who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.

i) Our Company in consultation with the Book Running Lead Manager shall decide the minimum number of

Equity Shares for each Bid to ensure that the minimum application value is within the range of ` 5,000 to ` 7,000.

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j) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. With respect to the ASBA Bids, if revision of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid amount. In case of Bids, other than ASBA Bids, the members of the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of upward revision of the Bid at the time of one or more revisions. In such cases, the members of the Syndicate will revise the earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment.

k) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the

members of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

l) Only Bids that are uploaded on the online IPO system of the NSE and BSE shall be considered for allocation/

Allotment. In case of discrepancy of data between the BSE or the NSE and the members of the Syndicate, the decision of the Company in consultation with the Book Running Lead Manager based on the physical records of Bid Application Forms shall be final and binding on all concerned.

Price Discovery and Allocation

a) After the Bid/Issue Closing Date, the Book Running Lead Manager will analyze the demand generated at various price levels and discuss pricing strategy with our Company. The Registrar to the Issue shall aggregate the demand generated under the ASBA and provide the same to the Book Running Lead Manager. Our Company, in consultation with the Book Running Lead Manager, shall finalise the Issue Price, the number of Equity Shares to be allotted and the allocation to successful Bidders.

b) The allocation to QIBs will be upto 50% of the Issue and allocation to Non-Institutional and Retail Individual Bidders will be not less than 15% and 35% of the Issue, respectively, on a proportionate basis, in a manner specified in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and the Draft Red Herring Prospectus, in consultation with the Designated Stock Exchange, subject to valid bids being received at or above the Issue Price.

c) Under-subscription, if any, in any category would be met with spill over to the categories at the sole discretion

of our Company in consultation with the Book Running Lead Manager.

d) Allocation to Non-Residents, including Eligible NRIs, FIIs and FVCIs registered with SEBI, applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

e) Our Company reserves the right to cancel the Issue any time after the Bid/Issue Opening Date without

assigning any reasons whatsoever. In terms of the SEBI Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date.

f) The allotment details shall be put on the website of the Registrar to the Issue

g) Bids received from ASBA Bidders will be considered at par with Bids received from other Retail Individual

Bidders and Non-Institutional Bidders. No preference shall be given to ASBA Bidders vis-à-vis other QIBs, Retail Individual Bidders and Non-Institutional Bidders or vice versa. The ‘Basis of Allotment’ to such valid ASBA and other QIBs, Retail Individual Bidders and Non-Institutional Bidders will be that applicable to QIBs, Retail Individual Bidders and Non- Institutional Bidders.

h) The Book Running Lead Manager, in consultation with our Company shall notify the members of the

Syndicate of the Issue Price and allocations to their respective Bidders

i) Our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any Bid procured from QIB Bidders, by any or all members of the Syndicate. Rejection of Bids made by QIBs, if any, will be made at the time of submission of Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing.

Signing of Underwriting Agreement and RoC Filing

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a) Our Company, the Book Running Lead Manager and the Syndicate Members shall enter into an Underwriting Agreement on finalisation of the Issue Price.

b) After signing the Underwriting Agreement, we would update and file the updated Red Herring Prospectus

with RoC, which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue Price, Issue size, underwriting arrangements and would be complete in all material respects.

Filing of the Prospectus with the RoC A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, would be delivered for registration to the RoC, Maharashtra situtated at Mumbai. A copy of prospectus required to be filed under the Section 60 of the Companies Act would be delivered for registration to the RoC, Maharashtra, Mumbai. We will ensure that all the legal requirements applicable till the filing of the prospectus with RoC are complied with. Public Announcement upon filing of the Draft Red Herring Prospectus Pursuant to the filing of this Draft Red Herring Prospectus with SEBI, our Company shall on the next day, make a Public Announcement in one English and a Hindi national newspaper and in one Marathi newspaper (regional language newspaper in the state of Maharashtra where our Registered Office is located) with wide circulation. This Public Announcement, subject to the provisions of Section 60 of the Companies Act, shall invite public to give their comments to SEBI in respect of disclosures made in this Draft Red Herring Prospectus. Pre-Issue Advertisement Subject to Section 66 of the Companies Act, our Company shall upon registering the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations in two widely circulated newspapers (one each in English and Hindi) and in a Marathi newspaper with wide circulation in which the Public Announcement upon filing of the Draft Red Herring Prospectus have been published. Advertisement regarding Issue Price and Prospectus Our Company will issue a statutory advertisement, after the filing of the Prospectus with the RoC, in an English national newspaper, Hindi national newspaper and Marathi newspaper with wide circulation at the place where the registered office of the issuer is situated. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of Confirmation of Allocation Note (“CAN”)

a) Upon approval of the basis of Allotment by the Designated Stock Exchange, the Book Running Lead Manager or the Registrar to the Issue shall send to the members of the Syndicate a list of their Bidders who have been allocated/allotted Equity Shares in the Issue.

b) The approval of the basis of Allotment by the Designated Stock Exchange for QIB Bidders may be done

simultaneously with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders. However, investors should note that our Company shall ensure that the date of Allotment of the Equity Shares to all Bidders in this Issue shall be done on the same date.

c) The Book Running Lead Manager or members of the Syndicate will then dispatch a CAN to their Bidders who

have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidders who have been Allotted Equity Shares in this Issue.

d) The Issuance of CAN is subject to “Notice to QIBs - Allotment Reconciliation and Revised CANs” as set

forth below. Notice to QIBs: Allotment Reconciliation and Revised CANs After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids uploaded on the BSE/NSE system. This shall be followed by a physical book prepared by the Registrar on the basis of Bid cum Application Forms received. Based on the electronic book or the physical book, as the case may be, QIBs may be sent a CAN, indicating the number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final

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Allotment, which will be approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Regulations, certain Bid applications may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by the Designated Stock Exchange. As a result, a revised CAN may be sent to QIBs and the allocation of Equity Shares in such revised CAN may be different from that specified in the earlier CAN. QIBs should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay the entire Issue Price for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirety the earlier CAN. Issuance of Allotment Advise to ASBA Bidders Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send the Controlling Branches, a list of the ASBA Bidders who have been allocated Equity Shares in the Issue, along with:

a) The number of Equity Shares to be allotted against each successful ASBA; b) The amount to be transferred from the ASBA Account to the Public Issue Account, for each successful ASBA; c) The date by which the funds referred to in sub-para (ii) above, shall be transferred to the Public Issue Account; d) The details of rejected ASBAs, if any, along with reasons for rejection and details of withdrawn/ unsuccessful

ASBAs, if any, to enable SCSBs to unblock the respective ASBA Accounts. e) Investors should note that our Company shall ensure that the instructions by our Company for demat credit of

the Equity Shares to all investors in this Issue shall be given on the same date. The ASBA Bidders shall directly receive the Allotment Advise from the Registrar. The dispatch of an Allotment Advise to an ASBA Bidder shall be deemed a valid, binding and irrevocable contract with the ASBA Bidder. Designated Date and Allotment of Equity Shares

a) Our Company will ensure that the Allotment of Equity Shares is done within 12 (twelve) days of the Bid/Issue Closing Date. After the funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, our Company would ensure the credit to the successful Bidders depository account within two working days of the date of allotment.

b) In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, Equity Shares

will be issued and Allotment shall be made only in the dematerialised form to the Allottees.

c) Allottees will have the option to re-materialise the Equity Shares so allotted as per the provisions of the Companies Act and the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated/ allotted to them pursuant to this Issue. Right to Reject Bids In case of QIB Bidders, our Company in consultation with the Book Running Lead Manager may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual Bidders, our Company has a right to reject Bids based on technical grounds. Consequent refunds shall be made RTGS/NEFT/NECS/Direct Credit / cheque or pay order or draft and will be sent to the Bidder’s address at the Bidder’s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder’s bank account, the respective Designated Branch ascertains that sufficient funds are not available in the Bidder’s bank account maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, our Company would have a right to reject the ASBA Bids only on technical grounds Grounds for Technical Rejections

� Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

� Amount paid does not tally with the amount payable for the highest value of Equity Shares bid for. With respect to Bids by ASBA Bidders, the amounts mentioned in the ASBA Bid cum Application Form does not tally with the amount payable for the value of the Equity Shares Bid for;

� Age of First Bidder not given;

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� In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no

firm as such shall be entitled to apply;

� Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;

� PAN not mentioned in the Bid cum Application Form;

� GIR number furnished instead of PAN;

� Bids for lower number of Equity Shares than specified for that category of investors;

� Bids at a price less than lower end of the Price Band;

� Bids at a price more than the higher end of the Price Band;

� Signature of sole and/ or joint Bidders missing;

� Submission of more than five ASBA Bid cum Application Forms per bank account;

� Bids at Cut Off Price by Non-Institutional and QIB Bidders whose Bid Amount exceeds ` 200,000.

� Bids for number of Equity Shares which are not in multiples of [�];

� Category not indicated;

� Multiple Bids as defined in this Draft Red Herring Prospectus;

� In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are

not submitted;

� Bids accompanied by Stock invest/ money order/ postal order/ cash;

� Bid cum Application Forms does not have the stamp of the Book Running Lead Manager or Syndicate Members or the SCSBs;

� Bid cum Application Forms does not have Bidder’s depository account details;

� Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum

Application Forms, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in this Draft Red Herring Prospectus and the Bid cum Application Forms;

� In case no corresponding record is available with the Depositories that matches three parameters namely,

names of the Bidders (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s account number;

� With respect to Bids by ASBA Bidders, if there are inadequate funds in the bank account to block the Bid

Amount specified in the ASBA Bid cum Application Form at the time of blocking such Bid Amount in the bank account;

� Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

� Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow

Collection Banks;

� Bids by QIBs not submitted through the Book Running Lead Manager or their affiliates or in case of ASBA Bids for QIBs not intimated to the Book Running Lead Manager;

� Bids by persons located in the United States other than “Qualified Institutional Buyers” as defined in Rule

144A of the Securities Act;

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� Bids by any person outside India if not in compliance with applicable foreign and Indian Laws; and

� Bids not uploaded at the terminals of the Stock Exchanges;

� Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any

other regulatory authority. IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGES BY THE SYNDICATE/THE SCSBs DO NOT MATCH WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITORIES, THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED. BASIS OF ALLOTMENT

A. For Retail Individual Bidders

� Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at the Issue Price;

� The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail

Individual Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price;

� If the aggregate demand in this category is less than or equal to [�] Equity Shares at or above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids;

� If the aggregate demand in this category is greater than [�] Equity Shares at or above the Issue Price, the

Allotment shall be made on a proportionate basis up to a minimum of [�] Equity Shares. For the method of proportionate basis of Allotment, refer below.

B. For Non-Institutional Bidders

� Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to

determine the total demand under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Issue Price;

� The Issue size less Allotment to QIBs and Retail Portion shall be available for Allotment to Non-Institutional

Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price;

� If the aggregate demand in this category is less than or equal to [�] Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand;

� In case the aggregate demand in this category is greater than [�] Equity Shares at or above the Issue Price,

Allotment shall be made on a proportionate basis up to a minimum of [�] Equity Shares. For the method of proportionate basis of Allotment refer below.

C. For QIBs

1. Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total

demand under this portion. The Allotment to all the QIB Bidders will be made at the Issue Price;

2. The QIB Portion shall be available for Allotment to QIB Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price;

3. Allotment shall be undertaken in the following manner:

a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined

as follows:

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I. In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion;

II. In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid bids received at or above the Issue Price;

III.Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below;

b) In the second instance Allotment to all QIBs shall be determined as follows:

I. In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids at

or above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion;

II.Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders;

III.Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis.

The aggregate Allotment to QIB Bidders shall not be less than [�] Equity Shares. Method of Proportionate Basis of Allotment in the Issue

a. In the event of the Issue being over-subscribed, our Company shall finalise the basis of Allotment in consultation with the Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated Stock Exchange along with the Book Running Lead Manager and the Registrar to the Issue shall be responsible for ensuring that the basis of Allotment is finalised in a fair and proper manner.

b. The Allotment shall be made in marketable lots, on a proportionate basis as explained below:

c. Bidders will be categorised according to the number of Equity Shares applied for;

d. The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a

proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio;

e. Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate basis,

which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio;

f. In all Bids where the proportionate Allotment is less than [�] Equity Shares per Bidder, the Allotment shall be

made as follows:

a. The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above; and

b. Each successful Bidder shall be allotted a minimum of [�] Equity Shares.

g. If the proportionate Allotment to a Bidder is a number that is more than [�] but is not a multiple of one (which

is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it would be rounded off to the lower whole number. Allotment to all in such categories would be arrived at after such rounding off;

h. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allotted

to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate Allotment to the

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successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares;

Illustration of Allotment to QIBs and Mutual Funds (“MF”) Issue Details Sr. No Particulars Issue Details

1 Issue Size 200 Million Equity Shares 2 Allocation to QIB (50%) 100 Million Equity Shares Of which: 3 Allocation to MF (5%) 5 Million Equity Shares Balance for all QIBs including MFs 95 Million Equity Shares 4 No. of QIB applicants 10 5 No. of shares applied for 500 Million Equity Shares Details of QIB Bids

Sr. No Type of QIB Bidders# No. of Equity Shares bid for (in millions)

1 A1 50 2 A2 20 3 A3 130 4 A4 50 5 A5 50 6 MF1 40 7 MF2 40 8 MF3 80 9 MF4 20 10 MF5 20 Total 500 #A1-A5: (QIB Bidders other than Mutual Funds); MF1-MF5: (QIB Bidders which are Mutual Funds) Details of Allotment to QIB Bidders/ Applicants (Number of Equity Shares in million)

Type of QIB Bidders Equity Shares bid for (in millions)

Allocation of 5 million Equity Shares to MF Proportionately (please see note 2 below)

Allocation of 95 million Equity Shares to QIBs Proportionately (please see note 4 below)

Aggregate allocation to MFs

I II III IV V A1 50 0 9.6 0 A2 20 0 3.8 0 A3 130 0 24.9 0 A4 50 0 9.6 0 A5 50 0 9.6 0 MF1 40 1.00 7.5 8.5 MF2 40 1.00 7.5 8.5 MF3 80 2.00 15.0 17.0 MF4 20 0.50 3.7 4.2 MF5 20 0.50 3.7 4.2 Total 500 5.00 95.00 42.4

1. The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in the section titled “Issue Structure” beginning on page no 193 of this Draft Red Herring Prospectus;

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2. Out of 100 Million Equity Shares allocated to QIBs, 5 Million (i.e. 5%) will be allocated on proportionate basis among five Mutual Fund applicants who applied for 200 Million Equity Shares in QIB category;

3. The balance 95 Million Equity Shares (i.e. 100-5 (available for MFs)) will be allocated on proportionate basis among 10 QIB applicants who applied for 500 Million Equity Shares (including five MF applicants who applied for 200 Million Equity Shares);

4. The figures in the fourth column entitled “Allocation of balance 66.5 Million Equity Shares to QIBs

proportionately” in the above illustration are arrived as under:

a) For QIBs other than Mutual Funds (A1 to A5) = No. of shares bid for (i.e. in column II) X 95 / 495

b) For Mutual Funds (MF1 to MF5) = [(No. of shares bid for (i.e. in column II of the table above) less Equity Shares allotted (i.e., column III of the table above)] X 95/ 495

The numerator and denominator for arriving at allocation of 95 Million Equity Shares to the 10 QIBs are reduced by 5 Million Equity Shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above.

Letters of Allotment/ Allotment Advise or refund orders to Bidders or instructions to the SCSBs Our Company shall give credit to the beneficiary account with Depository Participants within two (2) Working Days from the date of allotment to all successful Bidders, including ASBA Bidders, which in any event shall be completed prior to twelve (12) Working Days from the Bid/Issue Closing Date. Applicants residing at the centers where clearing houses are managed by the RBI, will get refunds through NECS except where applicant is otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS. In case of other applicants, our Company shall ensure dispatch of refund orders if any, of value up to ` 1,500, by “Under Certificate of Posting”, and shall dispatch refund orders equal to or above ` 1,500, if any, by registered post or speed post at the sole or First Bidder’s sole risk prior to twelve (12) Working Days from the Bid/Issue Closing Date. Bidders to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them about the mode of credit of refund prior to twelve (12) Working Days from the Bid/Issue Closing Date. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Form for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days from the Bid/Issue Closing Date. In accordance with the requirements of the Stock Exchanges and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, our Company undertakes that:

� Allotment shall be made only in dematerialised form prior to twelve (12) Working Days from the Bid/Issue Closing Date;

� Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or

NECS, shall be done prior to twelve (12) Working Days from the Bid/Issue Closing Date;

� Instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful Bids shall be made prior to twelve (12) Working Days from the Bid/Issue Closing Date; and

� Our Company shall, in accordance with Regulation 18 of the SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2009, pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, RTGS or NECS, the refund instructions have not been given to the clearing system in the disclosed manner prior to the fifteen (15) days from the Bid/Issue Closing Date or 8 days after the day our Company become liable to repay, whichever is earlier, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the electronic transfer or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given prior to the fifteen (15) days from the Bid/Issue Closing Date or 8 days after the day our Company becomes liable to repay, whichever is earlier.

Our Company will provide adequate funds required for despatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Bank(s) and payable at par at places where Bids are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders.

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Bidder’s PAN, Bidders Depository Account and Bank Account Details Bidders should note that on the basis of PAN of the Sole/ First Bidder, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as “Demographic Details”). These Bank Account details would be used for giving refunds (including through physical refund warrants, direct credit, ECS, NEFT and RTGS) to the Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the Book Running Lead Manager nor the Registrar to the Issue nor the Escrow Collection Banks or the SCSBs nor our Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form. IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders in the Bid-cum-Application Form would not be used for these purposes by the Registrar. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Bid-cum-Application Form, Bidder would have deemed to authorize the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Refund Orders/Allocation Advice/CANs would be mailed at the address of the Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund orders/ allocation advice/CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk and neither our Company, Escrow Collection Banks nor the Book Running Lead Manager shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories, which matches the three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/ or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation Equity Shares In Dematerialised Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Allotment of Equity Shares in this Issue shall be only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode).

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In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the Issue:

� Tripartite agreement dated December 13, 2010 with NSDL, our Company and the Registrar to the Issue;

� Tripartite agreement dated December 06, 2010 with CDSL, our Company and the Registrar to the Issue. All Bidders can seek Allotment only in dematerialised mode. Bids from any Bidder without relevant details of his or her depository account are liable to be rejected.

a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Bid;

b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository

Participant’s identification number) appearing in the Bid-cum-Application Form or Revision Form;

c) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder;

d) Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the

account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

e) If incomplete or incorrect details are given under the heading ‘Bidders Depository Account Details’ in the Bid

cum Application Form or Revision Form, it is liable to be rejected;

f) The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid-cum- Application Form vis-à-vis those with his or her Depository Participant;

g) Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity

with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL;

h) The trading of the Equity Shares of the Company would be in dematerialised form only for all investors in the

demat segment of the respective Stock Exchanges. Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, number of Equity Shares applied for, date, bank and branch where the Bid was submitted and cheque, number and issuing bank thereof or with respect to ASBA Bids, ASBA Account number in which the amount equivalent to the Bid Amount was blocked. 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 Equity Shares in the respective beneficiary accounts, refund orders etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders can contact the Designated Branches. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, which is reproduced below: “Any person who:

a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or

b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in

a fictitious name, shall be punishable with imprisonment for a term which may extend to five year` ”

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PAYMENT OF REFUND Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository Participant’s name, DP ID, Beneficiary Account number provided by them in the Bid-cum-Application Form, the Registrar to the Issue will obtain, from the Depositories, the Bidders’ bank account details, including the nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders’ sole risk and neither our Company, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the Book Running Lead Manager shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In the case of Bids from Eligible NRIs and FIIs, refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Mode of making refunds The payment of refund, if any, would be done through various modes as given hereunder:

1. ECS – Payment of refund would be done through ECS for applicants having an account at any of the following sixty eight centers:

1. Ahmedabad 2. Nashik 3. Sholapur 4. Gorakhpur 5. Bangalore 6. Panaji 7. Ranchi 8. Jammu 9. Bhubaneshwar 10. Surat 11. Tirupati (non-MICR) 12. Indore 13. Kolkata 14. Trichy 15. Dhanbad(non-MICR) 16. Pune 17. Chandigarh 18. Trichur 19. Nellore (non- MICR) 20. Salem 21. Chennai 22. Jodhpur 23. Kakinada(non- MICR) 24. Jamshedpur 25. Guwahati 26. Gwalior 27. Agra 28. Visakhapatnam 29. Hyderabad 30. Jabalpur 31. Allahabad 32. Mangalore 33. Jaipur 34. Raipur 35. Jalandhar 36. Coimbatore 37. Kanpur 38. Calicut 39. Lucknow 40. Rajkot 41. Mumbai 42. Siliguri (non- MICR) 43. Ludhiana 44. Kochi/Ernakulam 45. Nagpur 46. Pondicherry 47. Varanasi 48. Bhopal 49. New Delhi 50. Hubli 51. Kolhapur 52. Madurai 53. Patna 54. Shimla (non- MICR) 55. Aurangabad 56. Amritsar 57. Thiruvananthapuram 58. Tirupur 59. Mysore 60. Haldia (non- MICR) 61. Baroda 62. Burdwan (non-MICR) 63. Erode 64. Vijaywada 65. Dehradun 66. Durgapur (non-

MICR) 67. Udaipur 68. Bhilwara

This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the abovementioned sixty eight centres, except where the applicant, being eligible, opts to receive refund through NEFT, direct credit or RTGS.

2. NECS - Payment of refund would be done through NECS for applicants having an account at any of the centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the centres

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where such facility has been made available, except where the applicant, being eligible, opts to receive refund through direct credit or RTGS;

3. Direct Credit – Applicants having bank accounts with the Refund Banker(s), as mentioned in the Bid cum Application Form, shall be eligible to receive refunds through direct credit;

4. RTGS – Applicants having a bank account at any of the centres where the ECS facility has been made

available and whose refund amount exceeds ` 0.20 million, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be made through NECS. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant;

5. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever

the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR number Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections;

For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched under certificate of posting for value upto `1,500 and through Speed Post/ Registered Post for refund orders of `1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Mode of making refunds for ASBA Bidders In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid-cum-Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days of the Bid Closing Date. Disposal of Applications and Application Moneys With respect to Bidders other than ASBA Bidders, our Company shall give credit of Equity Share allotted to the beneficiary account with Depository Participants within two (2) Working Days from the date of allotment to all successful Bidders, including ASBA Bidders, which in any event shall be undertaken prior to twelve (12) Working Days of the Bid/ Issue Closing Date. In case of applicants who receive refunds through NECS, direct credit, NEFT or RTGS, the refund instructions will be given to the clearing system prior to twelve (12) Working Days from the Bid/ Issue Closing Date. In case of other applicants, our Company shall ensure dispatch of refund orders if any, of value up to `1,500, by “Under Certificate of Posting”, and shall dispatch refund orders equal to or above `1,500, if any, by registered post or speed post at the sole or First Bidder’s sole risk prior to twelve (12) Working Days from the Bid/Issue Closing Date. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund prior to twelve (12) Working Days of Bid/ Issue Closing date. Our Company shall ensure dispatch of refund orders, if any, by registered post or speed post or Direct Credit, NEFT, RTGS or NECS, as applicable, only at the sole or First Bidder's sole risk prior to Twelve (12) Working Days of the Bid/ Issue Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Issue by the Issuer. Our Company shall ensure dispatch of allotment advice, refund orders and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within two (2) Working Days of date of Allotment. Letters of Allotment or Refund Orders or instructions to SCSBs

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In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid-cum-Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids prior to twelve (12) Working Days from the Bid/Issue Closing Date, which shall be completed within one Working Day after the receipt of such instruction from the Registrar to the Issue. Interest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSB by the Registrar In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, our Company further undertakes that:

a) Allotment shall be made only in dematerialised form prior to twelve (12) Working Days from the Bid/Issue Closing Date;

b) Dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT, RTGS or

NECS, shall be done prior to twelve (12) Working Days from the Bid/Issue Closing Date;

c) Instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or unsuccessful Bids shall be made prior to twelve (12) Working Days from the Bid/Issue Closing Date; and

d) Our Company shall, in accordance with Regulation 18 of the SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2009, pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner through Direct Credit, NEFT, RTGS or NECS, the refund instructions have not been given to the clearing system in the disclosed manner prior to the fifteen (15) days from the Bid/Issue Closing Date or 8 days after the day our Company becomes liable to repay, whichever is earlier, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the electronic transfer or if instructions to SCSBs to unblock funds in the ASBA Accounts are not given prior to the fifteen (15) days from the Bid/Issue Closing Date or 8 days after the day our Company becomes liable to repay, whichever is earlier.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an Escrow Collection Bank and payable at par at places where Bids are received, except for Bidders who have opted to receive refunds through the Direct Credit, NEFT, RTGS or NECS facility. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Our Company will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company as a Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Undertaking to the Company The Company undertakes that:

� That the complaints received in respect of the caption Initial Public Offer shall be attended to by the Company expeditiously and satisfactorily;

� Its shall be ensured that the dispatch of the share certificates/refund orders and demat credit is completed and allotment and listing documents shall be submitted to the stock exchanges within two working days of the date of allotment;

� All steps will be taken for the completion of the necessary formalities for listing and commencement of

trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the Basis of Allotment.

� That funds required for desptach of refunds orders/ allotment letters/ certificates by as per the mode(s)

disclosed shall be made available to the Registrar to the Issue to the captioned Intial Public offering;

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� That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of the Bid/ Issue Closing Date, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;

� That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched addresses

within specified time;

� No further issue of Equity Shares shall be made till the Equity Shares offered through this Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc; and

� That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to

consider them similar to non-ASBA applications while finalizing the basis of allotment. Withdrawal of the Issue Our Company, in consultation with the Book Running Lead Manager and in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, reserves the right not to proceed with this Issue at any time after the Bid/Issue Opening Date but before the Allotment, without assigning any reason thereof. In such an event our Company shall issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two Working Days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one Working Day from the day of receipt of such notification. Our Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for only after Allotment and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. In the event of withdrawal of this Issue anytime after the Bid/Issue Opening Date, our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus. If such money is not repaid within 8 days after our Company become liable to repay it, i.e. from the date of withdrawal, then our Company, on and from the expiry of 8 days, be liable to repay the money, with interest at the rate of 15% per annum on application money. In the event that our Company decides not to proceed with this Issue after Bid/ Issue Closing Date and thereafter determines that it will proceed with an initial public offering of its Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with SEBI. Utilisation of the Fresh Issue proceeds Our Board of Directors certify that:

� All monies received out of the Issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act;

� Details of all monies utilised out of Issue shall be disclosed, and continue to be disclosed till the time any part

of the issue proceeds remains unutilised, under an appropriate head in our balance sheet indicating the purpose for which such monies have been utilised;

� Details of all unutilised monies out of the Issue, if any shall be disclosed under the appropriate head in the

balance sheet indicating the form in which such unutilised monies have been invested; Our Company shall not have recourse to the Fresh Issue Proceeds until the approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received. The details of all unutilized monies out of the funds received under the reservations shall be disclosed under a separate head in the balance sheet of our Company indicating then form in which such unutilized monies have been invested

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the industrial policy of Government of India, or the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. As per current foreign investment policies, foreign investment in the construction and engineering sector is permitted upto 100% under the automatic route. By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of an Indian company in a public Issue without prior RBI approval, so long as the price of Equity Shares to be issued is not less than the price at which Equity Shares are issued to residents. In our Company, as on date aggregate FII holding cannot exceed 24% of the total Issued Share Capital. Subscription by foreign investors (NRIs/FIIs) There is no reservation for Non Residents, NRIs, FIIs, foreign venture capital funds, multi-lateral and bilateral development financial institutions and any other foreign investor. All Non Residents, NRIs, FIIs and foreign venture capital funds, multilateral and bilateral development financial institutions and any other foreign investor applicants will be treated on the same basis with other categories for the purpose of allocation. As per existing regulations, OCBs cannot participate in the Issue. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the 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 under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act in reliance on Rule 144A under the Securities Act, and (ii) outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

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SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY

Pursuant to the provisions of Schedule II of the Companies Act and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the abstract of the main provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares and other main provisions are as detailed below. Each provision herein below is numbered as per the corresponding article number in the Articles of Association and capitalized terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. Article 3 Division of Capital The Authorised Share Capital of our Company is `

18,00,00,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000/- (One Crore Eighty Lakh) Equity Shares of ` 10/- each (Rupees Ten each)

Article 4 Increase of Capital by the Company how carried into effect

The Company shall have the power to increase or reduce the capital for the time being of the Company and to divide the shares in the capital into several classes with rights, privileges or conditions as may be determined. The Company issue preference shares, which shall, or at the option of the Company shall be, liable to be redeemed.

Article 5 Allotment of Shares The shares shall be under the control of the Board who subject to the provisions of the Act may classify, allot or otherwise dispose of the same to such persons on such terms and conditions and either at a premium or at par or at a discount and such time as the Board thinks fit and which full power to call for the allotment of any share either at par or at premium or a discount and for such time and for such consideration as the Directors may think fit, provided that no option or right to call of shares shall be given to any person except with the sanction of the Company in general meeting.

Article 6 Payment of Commission and Brokerage Article6 (1) Payment of Commission and

Brokerage The Company may exercise the powers of paying commissions conferred by section 76 of the Act, provided that the rate percent or the amount of the Commission paid shall be disclosed in the required by that section.

Article 6(2) Brokerage Subject to the provisions of the Section 76 of the Act, the rate of the Commission shall not exceed the rate of 5% (five percent) of the price at which the shares in respect where-of the same is paid are issued or an amount to equal to 5% (five percent) of such price, a the case may be, and in case of the price at which debentures are issued.

Article 6 (3) Commission to be paid through Cash or allotment of Shares

The Commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or debentures or partly in one way and partly in other.

Article 6(4) Payment of Brokerage on issuance of Shares or Debentures

The company may also pay such brokerage as may be lawful on any issue of shares or debentures.

Article 7 Trust not recognized Except as required by law, no person shall be recognized by the Company as holding any shares upon any trust, and the company shall not be bound by, or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or except only as by these regulations or by law otherwise provided any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

Modification of Rights Article 8 Modification of rights 1) If at any time the share capital is divided into different

classes of shares, the rights attached to any class(unless otherwise provided by the terms of the shares of that class) may, subject to the provisions of section 106 and 107 and whether and not the company is being wound up, be varied with the consent in writing of the holders of three fourth,s of issued shares of that class, or with the sanction of a special

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resolution, passed at a separate meeting of the holders of the shares of that class.

2) To such separate meeting, the provisions of these Article relating to general meetings shall mutates, mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one third of the issued shares of the class in question.

Article 9 Modification of Rights of any class with Preferred Rights

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not unless otherwise expressly provided by the terms of issue of the shares of the class, be deemed to be varied by the creation or issue of further shares ranking pari-passu therewith.

Share Certificate and De-materialisation Article 10 Title of Shares in case of further

Issuance of Shares The certificate of title to shares shall be issued within three months after allotment (or within such other period as the conditions of the issue shall provide) or within one month after he application for the registration of transfer is received under the seal of the Company signed by two Directors and the Secretary or some other person appointed by the Directors, subject to such rules and regulations as may be presented by from time to time.

Article 11 Transfer of Shares 1) Every person whose name is entered as a member in the Register of members shall be entitled to receive within three months after allotment or within one month after the application for the registration of transfer (or within such other period as the conditions of issue shall provide:

c) One or more certificates in marketable lot without payment.

d) Several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first:

e) Several certificates to one member as directed by the stock exchange from time to time without any payment where the shares of Company are listed.

2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

3) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

Article 12 Delivery of Shares The certificate of share registered in the names of two or more persons shall be delivered to the persons first named the register.

Article 13 Re-issuance of shares If any certificate be old, decrepit, worn-out, torn or defaced or where the cages on its reverse side for recording transfers have been fully utilized, then upon surrender reverse side for recording transfers have been fully utilized, then upon surrender thereof to the Company, the Board shall order the same to be cancelled and issue a new certificate in lieu thereof without any payment. If any certificate be lost or destroyed, then upon proof of such loss or destruction to the satisfaction of the Board and on such indemnity and payment of out-of-pocket expenses incurred by the Company in investigating evidence, as the Board think fit, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate on a fee of ` 1/-(one rupee) for each certificate or such smaller fee as the Board may determine.

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Calls Article 14 Calls The Board may, from time to time, make such calls on

uniform basis, as it thinks fit upon the members in respect of all moneys unpaid on the shares (whether on account of the nominal on the shares or by way of premium) held by them and not by conditions of allotments thereof made payable at fixed time and each such member shall pay the amount of every call so made on him to the person and at the time and place appointed by the Board. A call may be made payable by installments:

Article 15 Severally or Joint Liability The joint holders of shares shall severally as well as jointly be liable for the payment of all installments and call due in respect of such shares.

Article 16 Payment of Call 1) A call shall be deemed to have been made at the time when the resolution of the Board authorizing such cell was passed unless the same is expressly made effective on any other date under such resolution.

2) Not less than 14 days notice of any cell shall be given specify the place and time of payment and to whom such cell shall be paid; provided that Board may, subject to Section 91 of the Act, by notice in writing to a member, revoke the call or extend the time for payment thereof.

Article 17 Payment of Installment If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by installments at fixed times, whether on account of the amount of the share or by way of premium, every such amount of installment shall be payable as if it were a call duly made by the Board and of which due notice had been given and all provisions herein contained in respect of calls for future or otherwise shall relate to such amount or installment accordingly.

Article 18 Interest Levied in case of Non-payment

If the sum payable in respect of any call of installment be not paid on or before the day appointed for payment thereof the holder for the time being of the share in respect of which the call shall have been made or the installment shall be due, shall pay interest for the same at the rate of 9% (nine percent) per annum (or at such other rate as the Board may determine) from the day appointed for the payment but the Board shall be at liberty to waive payment of the interest wholly or in part.

Article 19 Advance receive from member The Board may receive from any member willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called for and upon the money so paid in advance, or so much thereof, as from time to time exceeds the amount of the calls then made upon the shares In respect of which such advance has been made and the Company may pay interest at such rate not exceeding nine (9) percent per annum or as the member paying such sum in advance and the Directors agree upon. Money so paid in excess of the amount of calls until appropriated towards satisfaction of any call shall be treated as advance to the Company and not a part of capital and shall be repayable at any time if the Directors so decide.

Article 20 Forfeiture If any member fails to pay the whole or any part of any call, or Installment or any money due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the same the Directors may at any time thereafter during such time as the call or installment or other money remain unpaid serve a notice on such member or on the person (if any) entitled to the share by transmission requiring hi to pay the same together with any interest that may have accrued and all the expenses that may have been incurred by the Company by reason of such non-payment.

Article 21 Issue of Notice in case of The notice shall name a day (not being less than 14 days from

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Forfeiture the date of notice) and a place on and at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the share in respect of which such call was made or installment is payable will be liable to be forfeited.

Article 22 Record of Forfeiture If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may any time thereafter, before payment of call or installment, interest and expenses due in respect thereof be forfeited by a resolution of the Board to that effect and the forfeiture shall be recorded in the Directors ’Minute Book. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

Article 23 Notice prior to Forfeiture When any shares shall have been so forfeited, notice of the resolution shall be given to the members in whose name it stood immediately prior to the forfeiture and entry of the forfeiture with date thereof shall forthwith be made in the register of the members.

Article 24 Forfeited shares are property of the Company

Any share so forfeited shall be deemed to be the property of the company and the Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit. The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annual the forfeiture thereof upon such conditions as it thinks fit.

Article 25 Forfeited Share-holder are liable for the company’s due

Any member whose share have been forfeited shall cease to be a member of the Company in respect of the forfeited shares, but shall notwithstanding the forfeiture remain liable to pay to the Company all calls, installments, interests, and expenses owing upon or in respect of such shares at the date of the forfeiture, together with interest thereon form the time of forfeiture until payment at the rate of 9% (nine percent) per annum and the Directors may enforce the payment thereof, if they think fit.

Article 26 Forfeited Shareholders are extinct of all claims

The forfeiture of a share shall involve the extinction of all interest in and also of all claims, demands, against the Company in respect of the share, and all other rights incidental to the share, except only such of those rights as by the Articles are expressly saved.

Article 27 Shares at the disposal of the Directors

A duly certified declaration in writing that the declarant is a Director of the Company and that certain shares in the Company have duly been forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares; and such declaration, and the receipt of the Company for the consideration, if any, given for the shares on the sale or disposition thereof shall constitute a good title to such shares and the person to whom the shares are sold shall be registered as holder thereof and shall not be bound to see the application of the purchase money, nor shall his title to such shares be effected by any irregularity or invalidity in the reference to such forfeiture, else or disposition.

Article 28 Lien on Shares The Company shall have a first and paramount lien upon all the shares (other than fully paid-up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in, respect of such shares and no equitable interest in any shares shall be created except upon the footing and condition that Article 7 hereof will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed

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the registration of a transfer of shares shall operate as a waiver of the company’s lien if any, on such shares. The Directors may at any time declare any share wholly or in part to be exempt from the provisions of this clause.

Article 29 Seizure of Voting Rights No member shall exercise any voting right in respect of any shares registered in his names on which any calls or other sums, presently payable by him, have not been paid or in regard to which the Company has exercised any right of lien.

Article 30 Dispose of Lien Shares The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien. Provided that no sale shall be made-

a) Unless a sum in respect of which the lien exists in presently payable ; or b) Unless the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists and is presently payable, has been given to the registered holder for the time being for the share or the person entitled thereto by reason of his death or insolvency.

Article 31 Proceeds of Dispose of Lien Shares

The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements of such member, his executors, administrators or representatives, and the residue, if any, shall subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the persons entitled to the purchaser’s name to be entered in the register of members in respect of the shares sold, and the purchaser shall not be bound to see to the shares at the date of the sale.

Article 32 Validity of Sale after forfeiture or for enforcing lien

Upon any sale after forfeiture or for enforcing lien in purported exercise of the powers herein before given, the Directors may cause the regularity of the proceedings, nor to the application of the purchase money and after his name has been entered in the register in respect of such shares the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by sale shall be in damages only.

Article 33 Transfer of Shares Save as provided in section 108 of the Act, no transfer of shares in or debentures of the company shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transfer and by or on behalf of the transferee has been delivered to the company together with the certificate or if no such certificate is in existence, the letter of allotment of the shares. The instrument of transfer of any shares in or debentures of the company, shall specify the name, father’s/husband’s name, address, occupation of the transferee, the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register of members. Each signature of one witness who shall write his address.

Article 43 Transmission of Shares The executors or administrators or the holder of succession certificate in respect of share a deceased member (not being one of several joint holders) shall be the only persons whom the Company shall recognize as having any title to the shares registered in the name of such member and in case of the death of any one or more of the joint holder of any registered share, the survivors shall be the only persons recognized by the Company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person before recognizing any executor or administrator or legal heir the Board may

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require him to obtain a grant of probate or letter of administration or succession certificate or other legal representation as the case may be, from a competent Court; Provided nevertheless that in any case where the Board in its absolute discretion think fit it may dispense with production of probate or letter of administration or a succession certificate or such other legal representation upon such terms as to indemnify the Company or otherwise as the Board may consider desirable ;

Article 48 Alteration in Capital The Company in General Meeting by ordinary resolution may,

a) Increase its authorized share by such amount as it things expedient by creating new share. b) Consolidate and divide all or any of its share capital into shares of larger amount that its existing shares. c) Cancel any shares, which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its capital by the amount of the shares so cancelled. d) Subdivide its shares, or any of them into shares of smaller amount that is fixed by the Memorandum of Association subject to the provisions of Section 94(1) (d) of the Act. e) Reduce its capital in any manner authorized by Section 100 to 105 of the Act. The powers conferred by the Articles may be exercised by an ordinary resolution, except in the case of reduction of capital when the exercise of the power in that behalf shall be by a special resolution. The company shall give due notice to the Registrar of Companies of any such alteration in capital.

Article 49 Conversion of Paid-up shares into stock or vice versa

The Company in General Meeting may convert any paid up shares into stock and re-convert any stock into paid up shares of any denominations

Article 51 Privileges of holders of Stock The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividend and profits of the Company) shall be conferred by any such part of stock as would not, if existing in shares have conferred that privilege or advantage.

Article 53 Share Warrants-Powers to issue share warrants

The Company may issue share warrants subject to, and in accordance with, the provisions of section 114 and 115 of the Act and accordingly the Board may in its discretion, with respect to any share which is fully paid up, on application in writing signed by the person registered as holder of the share, and authenticated by such evidence ( if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant.

Article 54 Deposit of share warrant 1) The bearer of a share warrant may at any time deposit the warrant at the office of the company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the company, and of attending, and voting and exercising the other privileges of a member at any meeting held after expiry of two clear days from time of deposit , as if his name were inserted in the register of members as the holder of the shares included in the deposited warrant.

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2) Not more than one person shall be recognized as depositor of the share warrant.

3) The Company shall, on two days’ written notice, return the deposited share warrant to the depositor.

Article 55 Privileges and disabilities of the holders of share warrant

1) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition for calling a meeting of the Company, or attend or vote or exercise any other privilege of a meeting of the company, or be entitled to receive any notice from the company.

2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the register of a members as the holder of the shares included in the warrant, and he shall be a member of the Company.

Article 56 Power to issue new Warrant The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss destruction.

Article 57 Meeting of Members-Requisition meeting

1) The Company shall hold statutory meeting and annual general meeting and annual general meetings as provided under section 165 or 166 of the Act. 2) All general meetings other than annual general meeting shall be called extra-ordinary general meetings.

Article 58 Quorum 1) The board may, whenever it thinks fit, call in extra ordinary general meeting.

2) If at any time there are not within India directors capable of acting who are sufficient in number to form a quorum, any director of the company may call an extra-ordinary general meeting in the same manner, or as nearly as possible, as that In which such a meeting may be called by the board.

Article 59 Proceedings at General Meeting 1) No business shall be transacted at any general meeting unless a quorum of member is present at the time when the meeting proceeds to the business. 2) Save as herein otherwise provides five members present in the person shall be quorum

Article 60, 61, 62 Chairman in the General Meeting The Chairman of the Board or the person acting as Chairman of the Board shall not be present within fifteen minutes after the time appointed for holding such meeting or if unwilling to act or leave the meeting after declaring the meeting or if unwilling to act or leave the meeting after declaring the meeting is closed without all the items of business before the meeting having been transacted whether such declaration be. On a point of order or otherwise, the members present shall choose another director as chairman, and if no Director be present shall choose another director as Chairman, and if no Director be present or if all the Directors present decline to take the chair, then the members present shall, on a show of hands or on a poll properly demanded, elect one of their number, being a member entitled to vote, to be Chairman.

Article 63 If quorum not present when Meeting to be dissolved and when to be adjourned

1) The chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. 2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. 4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Article 66 Number of votes to which Member entitled

Subject to any rights or restrictions for the time being attached to any class or classes of shares. a) on as how hands, every members present in person shall have, one vote; and b) on a poll, the voting rights of members shall be as laid down in section 87 of the Act.

VOTES OF MEMBERS Article 69 Restriction on exercise of voting

rights of Members who have not paid calls

No members shall be entitled to vote at any general meeting unless all calls and other sums presently payable by him in respect of shared in the company have been paid.

DIRECTORS Article 74 The First Directors of the

Company The following are the directors of the Company at the time of adoption of these Articles:

1) Kajal Krishnendu Sen 2) Krishnendu Purnendu Sen 3) Salamatulla Safdarali Shaikh

The above directors are liable to retire by rotation & senior most in age among them will retire first. The retirimg directors will be eligible for the re-appointment if the otherwise qualified.

Article 75 Number of Directors Unless otherwise determined by the Company in a General Meeting, the number of Directors shall not be less than three and more than twelve.

Article 76 Qualification Shares The Director of the Company are not required to hold any shares in the Company qualification shares.

Article 77( 1) (2) Directors’ sitting fees 1) Remuneration of the Directors shall be fee of ` 500/-(Rupees Five hundred) only for each meeting of the Board of Directors and of any committee of the Board of Directors attended by him and in addition, subject to the provisions of section 309 of the Act, all the Directors may receive a commission up to the three percent (3%) on the net profits of the Company as computed under the provisions of the Companies Act, 1956 and such commission shall be divided amongst them equally or as the Directors may determine. The Directors may waive or reduce their fee for any meeting or period. 2) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day.

Article 77(3) Extra remuneration to Directors for special work

Any Director performing extra services or making any special exertion for any of the purpose of the company or who is a managing or whole time director, may be paid such fixed sum or director, may be paid such fixed sum or remuneration either by way of monthly payment or in any other manner as the Company may determine, subject to the provisions of the Act.

Article 77(4) Travelling Expenses to Directors In addition to the remuneration payable to them in pursuance of the Articles the directors may be paid all traveling hotel and other expenses properly incurred by them.

a) In attending and returning from meetings of the Board of Director of any committee thereof or general meetings of the Company ; or b) In connection with the business of the Company.

Article 86 Power to appoint Nominated In the event of the company borrowing any money from the

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Director by the Lenders’ Industrial Development Bank of India (IDBI), or Industrial Finance Corporation of India Limited (IFCI) or the Industrial Credit and Investment Corporation of India Limited (ICICI), or Life Insurance Corporation of India (LIC), or Unit Trust of India (UTI), or any Government body or Financial Institution or Bank while, any money remains due to the said corporation or the Government body or the Institution or Bank the said Corporation, the Govt. body and Institution or Bank shall have may exercise the rights and powers to appoint from time to time any person so appointed may at any time to time any person or persons to be a Director of the Company; Any person or persons so appointed may at any time be removed from office by the time of such removal or in case of death or resignation of the person or persons in his/their place. Any such appointment or removal shall be in writing signed by the Corporation or Government body and served on the Company. Such nominated directors shall not be required to hold any qualification shares nor they will be liable to retire by rotation provided that at no time the Directors not liable for retirement should not exceed 1/3rd of the number of the Company for the time being.

Article 87 Proceedings of the Board 1) The Board of Directors may meet for the dispatch of business adjourned or otherwise regulate its meetings, as it thinks fit, subject to the provision of Section 285 of the Act. 2) A director may, and manager or secretary on the requisition of a director shall at any time, summon a meeting of the Board.

Article 88 Majority of votes 1) Save as otherwise expressely provided by the Act, question against by the meeting of the Board shall be decided by the majority of votes. 2) In case of an equality of votes, the Chairman of the meeting shall have a Second or Casting Vote.

Article 89 Quorum The continuingdirectors may act not withstanding any vacancy in the board; if an so long as their number is reduced below the quorum fixed by the Act for the meeting of the Board, the contuning directors or director may act fot the purpose of increasing the number of directors of that fixed quorum, summoning a general meeting of the Company, but for no other purpose.

Article 91 Power to appoint Committee and delegate

1) The board may, subject to the provision of the Act, delegate any of its power to a committee consisting of such member or members of its body as it think fit. 2) Any committee so formed shall, in the exercise of the powers so delegated, confirm to may regulations that may be imposed on it by the board

Article 94 Decision becomes Null & Void from a disqualified Director

All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

Article 96 Powers of Directors Subject to the provisions of the Act the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts an things as the company is authorized to exercise and do; provided that the board shall not exercise any power or do any act or thing which it directed or required, whether by the act or any other statute or by the memorandum of association of the company or by the articles of otherwise, to be exercised or done by the company in general meeting. Provided further that in exercising any such power of doing any such act or thing, the

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board shall be subject to the provisions in that behalf contained in the act or any other statute or in the memorandum of association of the company or in these articles, or in any regulations not inconsistent therewith and duly made there under, including regulations made by the company in general meeting and no such regulations shall invalidate any prior act of the board which would have been valid if that regulation had not been made.

Article 98 Borrowing Powers 1) The board may from time to time at its discretion subject to the provisions of the act, raise or borrow, either from the directors or from the elsewhere and secure the payment of any sum or sums of money for the purposes of the company. 2) The board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds perpetual or redeemable debentures or debenture-stock, or any mortgage, charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future), including its uncalled capital for the time being.

Article 99 Creation of Mortgage or Security If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Board may by instrument under the Company’s seal authorize the person in whose favour such mortgage or security is executed or any other person in trust for him to collect money in respect of calls made by the Board on members in respect of such uncalled capital and the provisions herein before contained in regard to call shall mutates mutandis apply to calls made under such authority; and such authority may be made exercisable either conditionally or unconditionally either presently or contingently and either to the exclusion of the Directors power or otherwise and shall be assignable if expressed so to be.

Article 101 Right to Allotment or Conversion into Equity

Subject to the provisions of the Act any debenture, bonds or other securities may be issued by the Company at a discount, premium or otherwise, with any special privileges as to redemption, surrender, drawings, shares, appointment of Directors or otherwise, Debentures and bonds with right to allotment of or conversion into shares shall not be issued except with the sanction of the company in general meeting and compliance of the provisions of the Act.

Article 102 Powers to appoint Managing Director or Secretary

Subject to the provisions of the Companies Act, 1956, the Company in general meeting or the Directors may at any time appoint one or more Directors as Managing Director(s) or Whole time Director(s) on such remuneration, terms and conditions as may be decided by them or such meeting. A whole time or Managing Director shall not be liable to retire by rotation.

Article 103 Remuneration of Manager or Secretary

Subject to the provisions of the Act a manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any manager or secretary so appointed may be removed by the Board.

Article 104 Appointment as Manager or Secretary

Subject to the provision of section 269 and 314 of the Act a Director may be appointed as manager or secretary.

Article 106 Seal 3) The Board shall provide for the safe custody of the seal. 2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least one director or Secretary

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or such other person as the Board may appoint for the purpose; and the director and secretary or other person aforesaid shall sign on every instrument to which the seal of the company is so affixed in his presence, subject to the provisions of Article 10 hereof, in respect of share certificates 3) The company may exercise the powers conferred by section 50 with regard to having an official seal for use aboard, and such powers shall be vested in the Board.

Article 107 The Company at General Meeting may declare dividend

The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

Article 108 Interim dividend The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.

Article 109 Reserves Subject to the provision of the Act, The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provisions for meeting contingencies or for equalizing dividends and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investment (other than shares in the company) as the Board may from time to time, think fit. 2) The Board may also carry forward any profits, which it may think prudent not to divide, without setting them aside as a reserve.

Article 110 Dividends in proportion to amounts paid-up

1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect where of the dividend is paid, but if and so find as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the nominal amounts of the shares. 2) No amount paid or credited as paid on shares in advance of calls shall be treated for the purposes of this article has paid on the share. 3) Unless otherwise decided by the board all dividends shall be appointed and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

Article 114 Dividend to joint holders Any one of two or more joint holders of share may give effectual receipts for any dividends, bonuses or other moneys payable in respect of such shares.

Article 115 Notice of any Dividend Notice of any Dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.

Article 116 Interest against the Company No dividend shall bear interest against the Company ACCOUNTS Article 117 Inspection by Members 1) The Board shall from time to time determine whether and

to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. 2) No member (not being a director shall have any right of inspecting any account or book or document of the company except as conferred by law or authorized by the Board or by

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the company in general meeting. CAPITALISATION OF PROFITS Article 118(1) Capitalization of Reserve

Account or Credit balance in Profit & Loss Account

The Company in general meeting may, upon the recommendation of the board, resolve. a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and . b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

Article118(2) Payment as Shares The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3), either or towards- i) paying up any amounts for the time being unpaid on any share held by such members respectively; ii) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or

iii) partly up in full, specified in sub clause (I) and partly in that specified in sub clause (ii)

Article 118(3) Share Premium and Capital Redemption Reserve Account

A share premium account and a capital redemption reserve fund may, for the purposes of these articles be applied only in the paying up of unissued shares to be issue to members of the company as fully paid bonus shares.

Article 118(4) Resolution by the Company in pursuant to Capitalization of Profits

The board shall give effect to the resolution passed by the company in pursuance of these Article.

Article 119(1) Resolution is binding in nature to the Board

Whenever such a resolution as aforesaid shall have been passed, the board shall a) make all appropriations and applications of the undivided profit resolved to be capitalized thereby, and all allotments and issues of fully paid shares; and b) generally do all acts and thinks required to give effect thereto.

Article 119(2) Issuance of Fractional Certificates

The Board shall have full power- a) to make such provisions, by the issue of fractional certificates or by payment in case or otherwise as it thinks fit in the case of shares becoming distributable in fractions; and also b) to authorized any person to enter, on behalf of all the members entitled thereto, in to an agreement with the company providing for the allotment to them respectively credited as fully paid up, of any further shares to which they may be entitled upon such capitalization, or (as the case may require) for the payment by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares.

Article 119(3) Agreement binding to the Member

Any agreement made under such authority, shall be effective and binding on all such members.

WINDING UP Article 120(1) Distribution in specie or kind If the company shall be wound up, the liquidator may, with

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the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consists of property of the same kind or not.

Article 120(2) Right of shareholders in case of sale

For the purpose aforesaid, the liquidator may set such value as he deemed fair upon any property to be divide as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

Article 120(3) Distribution of assets The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit but so that no member shall be compelled to accept any shares or other securities where on there is any liability.

MEMBERS Article 121 Every person who is subscriber to the Memorandum of

Association and / or who intends to be or becomes member of the Company shall, subject to the provisions of any law in force be bound by the provisions of Memorandum and Articles of the Company and any matter of dispute arising between the company and any such person as regard mutual rights, obligation or otherwise shall be subject to the jurisdiction of the court having jurisdiction over the registered office of the company in respect of dispute matter.

INDEMNITY Article 122 Subject to the provisions of the Section 201 of the Act every

officer or agent for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any bonafide proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquired or in connection with any application under Section 633 of the Act in which relief is granted to him by the court

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SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following Contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by our Company. These Contracts, copies of which will be attached to the copy of this Draft Red Herring Prospectus, delivered to the Registrar of Companies, Maharashtra, Mumbai for registration and also the documents for inspection referred to hereunder, may be inspected at the registered office of our Company located at 31, Chandragupta Estate, 1st Floor, New Link Road, Andheri (W), Mumbai – 400 053. Maharashtra, India, from the date of filing the Draft Red Herring Prospectus with RoC to Bid/Closing Date on working days from the date of filing of the Draft Red Herring Prospectus until the dateof closure of the Issue. Material Contracts to the Issue 1. Engagement letter dated November 6, 2011 from our Company appointing Stellant Capital Advisory Services (P)

Limited as the Book Running Lead Manager.

2. Memorandum of Understanding dated November 07, 2011 between our Company and the Book Running Lead Manager to the Issue.

3. Memorandum of Understanding dated September 06, 2010 between our Company and Bigshare Services Private Limited as the Registrar to the Issue.

4. Escrow Agreement dated [�] between our Company, Stellant Capital Advisory Services (P) Limited, the Escrow

Banks and Bigshare Services Private Limited.

5. Syndicate Agreement dated [�] between our Company, Stellant Capital Advisory Services (P) Limited and the Syndicate Members.

6. Underwriting Agreement dated [�] between our Company, Stellant Capital Advisory Services (P) Limited and the

Syndicate Members.

7. Copy of Tripartite agreement dated December 06, 2010 entered in to between our Company, CDSL and the Registrar to the Issue.

8. Copy of Tripartite agreement dated December 13, 2010 entered in to between our Company, NSDL and the

Registrar to the Issue. Material Documents for Inspection 1. Certified copies of the updated Memorandum of Association and Articles of Association of our Company, as

amended from time to time.

2. Certificate of Incorporation of the our Company dated November 16, 2000.

3. Copy of Resolution of the Board of Directors of our Company dated July 28, 2010 in relation to the Issue.

4. Resolutions of shareholders dated August 20, 2010 at the EGM for the appointment and remuneration of Managing Director.

5. Copy of the Resolution of shareholders under Section 81(1A) of the Companies Act, 1956 dated August 25, 2010 in relation to the Issue.

6. Copies of annual reports of our Company for the financial years ending on March 31, 2011, 2010, 2009, 2008 and 2007.

7. Consent from the auditors for inclusion of their names as the statutory auditors and of their reports on restated accounts in the form and context in which they appear in this Draft Red Herring Prospectus.

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8. Copy of letter dated June 30, 2011 issued by M/s. Gupta & Saharia & Co., Chartered Accountants and Statutory Auditors of the Company regarding the tax benefits accruing to the Company and its shareholders.

9. Copy of certificate of deployment of funds issued by M/s. Gupta & Saharia & Co., Chartered Accountants and Statutory Auditors of the Company as on June towards the proposed project vide their certificate dated September 30, 2011.

10. Consents of Bankers to the Company, Book Running Lead Manager, Syndicate Members, Registrar to the Issue, Legal Advisor to the Issue, Directors of the Company, Company Secretary and Compliance Officer, as referred to, in their respective capacities.

11. Due Diligence certificate dated November 11, 2011 to SEBI from Stellant Capital Advisory Services (P) Limited, the Book Running Lead Manager.

12. Copy of Legal Advisors M/s. Kanga & Co, certificate on litigations dated November 09, 2011.

13. Copy of certificate dated September 30, 2011 issue by M/s. Gupta & Saharia & Co., Chartered Accountants and Statutory Auditors of the Company in terms of Part II Schedule II of the Companies Act 1956 including capitalization statement, taxation statement and accounting ratio for the year ended March 31, 2011, 2010, 2009, 2008 and 2007.

14. IPO Grading report by [�].

15. In-principle approval dated [�] and [�] from BSE and NSE respectively for listing of the securities.

16. SEBI observations letter no [�] dated [�]

17. Reply by Book Running Lead Manager dated [�] for the above SEBI observation letter. Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at anytime if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

We the directors of the company, hereby declare that, all the relevant provisions of the Companies Act, 1956, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and the guidelines issued by the Government of India as the case may be, have been complied with and no statement had been made in the Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the Securities and Exchange Board of India, Act, 1992 or rules or guidelines issued there under, as the case may be. We further certify that all the disclosures and statements made in the Draft Red Herring Prospectus are true and correct. SIGNED BY ALL THE DIRECTORS OF KATHA MEDIATIX INDIA LIMITED Mr. Krishnendu Sen Mr. Romeer Sen Mr. Roman Sen Mr. D. S. Sharma Mr. Biswajit Chatterjee Dr. Anil Saxena SIGNED BY VICE PRESIDENT (ACCOUNT AND FINANCE) Mr. S.S. Sharma SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER Mr. Ankit Sethi Date: November 11, 2011 Place: Mumbai