Name of the Issue:-SRS LIMITED Updated as of May 12, 2014

S. No Particulars Remarks 1 Type of issue (IPO/ FPO) IPO 2 Issue size Rs.203 Crores 3 Grade of issue alongwith name of the rating agency: "ICRA IPO Grade 3" assigned by ICRA Limited 4 Subscription level (number of times). If the issue was undersubscribed, please clarify how the funds were arranged – 1.21 times subscribed.

Category No. of times subscription Retail Individual Bidders 0.28 Non Institutional Bidders 1.39 Qualified Institutional Bidders 0.74 (Source: Final post-issue monitoring report)

5 QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See Clause 35 of the listing agreement) (Represents the sum of the “Institutions” category in the reporting) (i) Allotment in the issue – Equity shares of the Company were listed on September 16, 2011 – Source: BSE Limited 9.31% (ii) At the end of the 1st Quarter immediately after the listing of the issue – September 30, 8.72% 2011 - Source: BSE Limited (iii) At the end of 1st FY - 31.03.2012 Source: BSE Limited 8.68% (iv) At the end of 2nd FY - 31.03.2013 Source: BSE Limited 8.63% (v) At the end of 3rd FY - 31.03.2014 Source: BSE Limited 8.80% 6 Financials of the issuer (as per the annual financial results submitted to stock exchanges under Clause 41 of the listing agreement):- (Standalone basis) (Rs. In Crores) Parameters 1st FY 2nd FY 3rd FY (31.03.2012) (31.03.2013) (31.03.2014)

Income from operations 2,267.38 2,888.79 3,439.38 Net Profit for the period 44.51 32.67 42.75 Paid-up equity share capital 139.29 139.29 139.29 Reserves excluding revaluation reserves 394.63 411.01 453.76

7 Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation 2 (j) of SEBI (SAST) Regulations, 2011) or infrequently traded/ delisted/ suspended by any stock exchange, etc.):- (i) at the end of 1st FY - 31.03.2012 The Company got listed on September 16, 2011. Since then the total number of shares traded on NSE & BSE were 11,41,13,705 and 7,14,90,745 respectively, that represents 81.92% & 51.32% of the total number of shares. Hence, Frequently traded. (ii) at the end of 2nd FY – 31.03.2013 During the FY 2012-13, the total number of shares traded on BSE & NSE were 43,805,647 & 51,996,967 representing 31.45% & 37.33% of the total number of shares respectively. Hence, frequently traded. (II) at the end of 3rd FY – 31.03.2014 During the FY 2013-14, the total number of shares traded on BSE & NSE were 25,755,610 & 33,309,386 representing 18.49% & 23.91% of the total number of shares respectively. Hence, frequently traded. 8 Change, if any, in directors of issuer from the disclosures in the offer document (See Clause 30 of the listing agreement) (i) at the end of 1st FY – 31.03.2012 None. (ii) at the end of 2nd FY – 31.03.2013 None. (iii) at the end of 3rd FY – 31.03.2014 Sh. Praveen Kumar Kapoor – Resignation Sh. Ankit Garg - Appointment 9 Status of implementation of project/ commencement of commercial production (as submitted to stock exchanges under Clause 41 (IV) (e) of the listing agreement)

(i) as disclosed in the offer document

1. Setting up of Cinemas Particular Commencem Expected date of ent date completion for all cinemas

Identification and possession of leased properties Aug-11 Jun-12 Starting of the Fit-out Works Sep-11 Jul-12 Placement of order for Plant & Machinery including Sep-11 Jul-12 Screens and Furniture & Fixtures Delivery of Plant & Machinery and Furniture & Oct-11 Aug-12 Fixtures Installation of Plant & Machinery, Furniture & Nov-11 Nov-12 Fixtures and Other Operating Equipments Soft opening and commissioning of cinemas Dec-11 Dec-12 Final opening for the public Dec-11 Dec-12

2. Setting up of Food Courts and Restaurants Particular Commencem Expected date of ent date completion for all units Identification and possession of leased properties Aug-11 Jun-12 Starting of the Civil Work Sep-11 Jul-12 Placement of order for Plant & Machinery and Sep-11 Aug-12 Furniture & Fixture Delivery of Plant & Machinery and Furniture & Oct-11 Sep-12 Fixtures Installation of Plant & Machinery and Furniture & Nov-11 Nov-12 Fixtures Soft opening and commissioning of outlet Dec-11 Dec-12 Final opening for the public Dec-11 Dec-12

3. Setting up of Retail Stores Particular Commencem Expected date of ent date completion for all stores Identification and possession of leased properties Aug-11 Jun-12 Starting of the Fit-out Works Sep-11 Jul-12 Placement of order for Plant & Machinery including Sep-11 Jul-12 screens and Furniture & Fixtures Delivery of Plant & Machinery and Furniture & Oct-11 Sep-12 Fixtures Installation of Plant & Machinery , Furniture & Nov-11 Nov-12 Fixtures and Other Operating Equipments Soft opening and commissioning of multiplexes Dec-11 Dec-12 Final opening for the public Dec-11 Dec-12

4.(a) Jewellery Manufacturing Facility

Particular Commencem Expected date of ent date completion Leasehold rights for remaining 1,155 sq. mts. at Aug-11 Oct-11 Noida SEZ Approval of plans Apr-11 Dec-11 Starting of the Civil Work Apr-11 Jan-12 Placement of order for Plant & Machinery and Apr-11 Jan-12 Furniture & Fixtures Delivery of Plant & machinery and Furniture & Apr-11 Feb-12 Fixtures Installation of plant & Machinery and Furniture & Apr-11 Mar-12 Fixtures Opening and Commissioning of Factory Apr-11 Mar-12

4.(b) Jewellery Retail Stores Particular Commencem Expected date of ent date completion for all units Identification and acquiring the properties Aug-11 Jun-12 Starting of the Civil and interior works Sep-11 Jul-12 Placement of order for Plant & Machinery and Sep-11 Jul-12 Furniture & Fixture Delivery of Plant & Machinery and Furniture & Oct-11 Sep-12 Fixture Installation of Plant & Machinery and Furniture & Nov-11 Nov-12 Fixture Soft opening and commissioning of store Dec-11 Dec-12 Final opening for the public Dec-11 Dec-12

The Company had modified the objects of the Issue mentioned in the Offer Document by way of postal ballot notice dated January 9, 2012, pursuant to the approval of shareholders through Postal Ballot whose results were announced on February 13, 2012.

As per the above said approval from the members, the Board is authorised to take final decision in respect of the amounts to be utilised for each vertical at any place/city and to do all such acts, deeds, things as the board may in its absolute discretion deem necessary, desirable or expedient without being required to take further consent or approval from the members in any manner. . Source: Company (ii) Actual Implementation

Nil.

Source: As confirmed by the Company. (iii) Reasons for delay in implementation, if any

The funds requirement and its deployment schedule set out there in the Prospectus were dependent on several factors which were not in the control of Company’s management. The funds requirement was based on the prevailing business plan of the Company, under the then prevailing business and economic scenario and estimated future outlook. Seeing the present real estate scenario, the company has not been able to get viable and favorable commercial space for expanding its business plan. Further, in view of the slow-down in the economy, it has become pertinent for the company to identify such real estate that will economically benefit the Company. In view of the dynamic and diversified nature of the industry in which the Company operates, it may have to revise the business plan from time to time to ensure profitable growth of the Company and enhance shareholder’s wealth. Further, it is also pertinent to mention herein that the company had envisaged receiving the funds much earlier than the actual date. The above factors put together lead to delay in the implementation schedule. Further, the change in Objects pursuant to approval of Shareholders by postal ballot has led to deviation in implementation.

Source: Company

10 Status of utilization of issue proceeds (as submitted to stock exchanges under Clauses 41, 43 and 43A of the listing agreement):- (i) as disclosed in the offer document

Particulars Amount (Rs. in crores) Setting up of cinemas 101.18 Setting up of food courts and restaurants 39.95 Setting up of retail stores 53.69 Setting up of jewellery manufacturing facility and jewellery retail 16.70 stores Issue Related Expenses 13.57 Total 225.09

Seeing the real estate and market scenario and the non-availability of the viable commercial real estate with favorable conditions, the Company had modified the utilization of the Issue Proceeds as mentioned in the Offer Document by way of postal ballot notice dated January 9, 2012. The result of approval of shareholders through Postal Ballot for the same was announced on February 13, 2012. As per the notice, the company has obtained the consent of the members and it is accorded to the board to utilize the proceeds of the IPO for setting up Cinemas, food Courts & Restaurants, Retail stores, Jewellery Manufacturing facilities and Jewellery retail stores irrespective of the number of outlets and amounts to be invested under each vertical/head as mentioned in the prospectus. Further, as per the above said approval from the members, the Board is authorised to take final decision in respect of the amounts to be utilised for each vertical at any place/city and to do all such acts, deeds, things as the board may in its absolute discretion deem necessary, desirable or expedient without being required to take further consent or approval from the members in any manner. Source: Company

(ii) Actual utilization:

Particulars Amount (Rs. in crores) Proceeds from IPO 203.00 Deployment as per objects of the issue* 191.29 Issue Related Expenses 11.71 TOTAL 203.00 Balance Unutilised NIL *The Company has passed a resolution on February 13, 2012 through postal ballot for changes/revision in the utilisation of IPO proceeds. Source: BSE Filings (of financial results) with the stock exchanges.

(iii) Reasons for deviation, if any:- The Company has not been able to identify and finalise the appropriate real estate properties for new projects across segments due to various external factors such as location with favorable commercial terms. Under the present subdued market conditions and the economic scenario, it is crucial that company finalizes those locations that will economically benefit the business and hence, are carefully identifying the same. Further, the company had envisaged receiving the funds from the IPO at an earlier date compared to the actual date. This has led to the delay in use of issue proceeds. Further, the change of objects pursuant to approval of Shareholders by postal ballot has led to deviation in the actual utilization. Source: Company

11 Comments of monitoring agency, if applicable (See Regulation 16 of SEBI (ICDR) Not applicable, since the issue Regulations, 2009 read with Clause 43A of the listing agreement) size is less than Rs. 500 crores. (a) Comments on use of funds

(b) Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document

(c) Any other reservations expressed by the monitoring agency about the end use of funds - (To be submitted till the time the issue proceeds have been fully utilised) 12 Price- related data Issue price (Rs): Rs.58/- Price At close At close At close of As at the end of 1st FY after As at the end of 2nd FY after the As at the end of 3rd FY Paramete of of 30th 90th the listing of the issue listing of the issue 31.03.2013# after the listing of the rs listing calenda calendar 31.03.2012 ( i.e., from issue – 31.03.2014 day r day day from 16.09.2011 to 31.03.2012)^ from listing day listing i.e., day i.e., (16.09.2 011) (17.10.2 (14.12.201 011) 1)*

Closing High Low Closin High Low Clos High Low price (during (durin g price (during (during ing (during (durin the FY) g the the FY) the FY) pric the FY) g the FY) e FY) Market 33.65 35.35 35.80 30.40 61.40 26.10 45.60 51.00 26.10 33.9 46.00 25.30 Price on 5 BSE Index for 16933.8 17025.0 15881.14 17,404.2 18,523.7 15,135. 18,835. 20,203. 15,748.98 22,3 22,467. 17,448 the 3 9 0 8 86 77 66 86.2 21 .71 Designated 7 Stock (for the purpose of the issue BSE was the Designated Stock Exchange Sectoral Sectoral Index is not identified as the company is operating in four different verticals and therefore can’t be compared with any single index sector. (mention the index that has been considered and reasons for considerin g the same) * 30th calendar day is falling on a Saturday i.e., 15th October, 2011, hence we have consider the closing price as on next working day 17th October, 2011. ^ Information as on March 30, 2012 as March 31, 2012 was a Saturday.

# Last trading day of the FY was March 28, 2013. 13 Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different sources, reasons for the same may be indicated). Accounting ratio Name of Company As disclosed in At the end of 1st FY At the end of 2nd At the end of the offer 31.03.2012^ FY 3rd document (See 31.03.2013@ FY Clause (2) 31.03.2014 (VII) (K) of Schedule VIII to SEBI (ICDR) Regulations, 2009) EPS (in Rs,) Issuer: SRS Limited (as on As on 31/03/2011) 31.03.2011

Basic & Diluted (standalone) 3.59 3.60 2.35 3.07 Basic & Diluted (consolidated) 3.60 3.59 NA NA Peer Group: for 4 segments For Cinema

Cinemax India (as on 31/03/11) - 0.32 - Fame India (as on 31/03/11) 0.6 - - For Retail

Trent (as on 31/03/11) 22.5 20.76 11.30 12.00 For Food Court / Restaurants Sayaji Hotels (as on 31/03/11) 2 0.65 0.70 1.80 Kamat Hotels (as on 31/03/11) 0.9 0.62 - -

Sinclairs Hotels (as on 31/03/11) 8.6 5.09 4.40 5.70

For Jewellery Renaissance Jewellery (as on 31/03/11) 17.3 21.58 21.30 6.80 Thangamayil Jewellery (as on 31/03/11) 22 43.05 41.90 20.80 Not disclosed in the Offer Not disclosed in the

Industry Avg: Document Offer Document - -

Issuer: SRS Limited (as on P/E Ratio 31/03/2011) at issue price of Rs. 58/- 16.16 8.44 19.40 11.06

Peer Group: for 4 segments

For Cinema

Cinemax India (as on 31/03/11) - 106.25 7.60

Fame India (as on 31/03/11) - - - For Retail

Trent (as on 31/03/11) 46.3 45.72 60.80 59.90 For Food Court / Restaurants Sayaji Hotels (as on 31/03/11) 56.6 204.62 64.30 - Kamat Hotels (as on 31/03/11) - 201.85 - 22.80

Sinclairs Hotels (as on 31/03/11) 33.6 53.29 69.30 31.00

For Jewellery Renaissance Jewellery (as on 31/03/11) 6.1 4.04 5.20 4.40 Thangamayil Jewellery (as on 31/03/11) 7.3 4.04 6.00 87.00

Industry Avg: Cinema 19.3 17.3 24.70 Retail 20.4 22.7 18.50 19.80 Food Court / Restaurants 30.7 23.1 28.00 37.70 Jewellery 9.6 16.9 18.40 19.40 RoNW (%) Issuer: SRS Limited (as on 31/03/2011)

Standalone 11.94 8.34 5.94 7.21

Consolidated 11.98 8.31 NA NA

Peer Group: for 4 segments 0.63 For Cinema - Cinemax India (as on 31/03/11) 4.3 -

Fame India (as on 31/03/11) -7.9 3.49 -

For Retail Trent (as on 31/03/11) 5.1 1.17 3.30 3.10 For Food Court / Restaurants 0.39

Sayaji Hotels (as on 31/03/11) -0.6 3.82 1.30 -

Kamat Hotels (as on 31/03/11) 1.1 -5.1 -5.1

Sinclairs Hotels (as on 31/03/11) 5.4 13.67 4.00 6.30

For Jewellery 40.42 Renaissance Jewellery (as on 31/03/11) 10.6 8.34 14.60 4.40 Thangamayil Jewellery (as on 31/03/11) 36.2 8.31 48.40 18.90 Not disclosed in the Offer Not disclosed in the

Industry Avg: Document Offer Document - - NAV per share based on balance Issuer: SRS Limited (as on sheet 31/03/2011)

Standalone 30.02 38.33 39.51 42.58 Consolidated 30.03 38.33 NA NA Peer Group: for 4 segments

For Cinema

Cinemax India (as on 31/03/11) 49.8 50.13 4.90

Fame India (as on 31/03/11) 19.7 29.14 29.10

For Retail Trent (as on 31/03/11) 531.7 496.96 522.90 461.00

For Food Court / Restaurants

Sayaji Hotels (as on 31/03/11) 55 55.58 55.60 43.70

Kamat Hotels (as on 31/03/11) 126.9 131.86 133.10 123.90

Sinclairs Hotels (as on 31/03/11) 126.9 133.26 127.30 143.50

For Jewellery Renaissance Jewellery (as on 31/03/11) 136 157.82 157.80 159.80 Thangamayil Jewellery (as on 31/03/11) 71.6 106.50 106.50 122.30 Not disclosed in the Offer Not disclosed in the

Industry Avg: Document Offer Document - -

^ March 31, 2012 is a Saturday, hence information as on March 30, 2012 has been taken. @ Last trading day was March 28, 2013. (Source: Capital Market Magazine Vol.XXVII/07, May 28-June 10, 2012, Vol.XXVIII/05, May 12, 2013, Vol.XXIX/05, April 28-May 11, 2014 & BSE Website)

14 Any other material information

1) The company has signed an agreement for managing the operations of Haridwar () based Lakshya Hotel w.e.f. April 1, 2012. Subsequent to which the hotel will be run and managed by the company in the name of SRS Lakshya Hotel.

2) On April 9, 2012 the Company has informed BSE 22 promoter/promoter group companies have merged with one of the Promoter company, namely, BTL Industries Limited vide order of Hon’ble High court of Delhi dated March 16, 2012. However post-merger the shareholding of the Promoter/Promoter group remains unchanged.

3) The Board of directors of the company in its meeting held on May 30, 2012 have recommended dividend of Re. 1 per share.

4) The Company has signed an agreement to setup 20 screens at 6 different locations: (2), Amritsar (3), Greater Noida (5), (3), Bareilley (4), Bhiwadi (3). Once operational the total screens will be 53.

5) The Board of directors on the meeting held on Feb. 28, 2013, have decided to launch an FD Scheme with a minimum investment amount of Rs. 20,000. Under the scheme, the Company is paying an annual interest of 12% for one year, 12.25% for a period of two years and 12.50% for a period of three years.

As per the Companies (Acceptance of Deposit) Rules, 1975, the Company can raise approx. Rs. 186.87 Crores including Rs. 53.39 Crores from the Shareholders as per the Audited Balance Sheet of the Company as on March 31, 2012.

6) The Company has opened a jewellery retail store in Sector - 18 Noida on March 31, 2013.

7) On May 18, 2013 the Company has informed the stock exchanges that it has opened a 2 screen cinema at Shimla (HP).

8) On July 08, 2013 the Company has informed the stock exchanges that it has opened its new Multiplex ("SRS Cinemas") at Phoenix United Mall, Mahanagar, , (U.P.) on July 05, 2013 with 4 Screens having a seating capacity of 986 seats spread across an area 24000 Sq. ft. (approx.).

With this addition, the Company, now, has 14 Multiplex, 39 Screens and 9948 Seats across 9 cities.

9) On July 15, 2013 the Company has informed stock exchanges that the Board of Directors of the Company at its meeting held on July 15, 2013, inter alia, has taken the following decisions:

- The Board considered the proposal for demerger of Cinema Division and Retail Division of the Company and consequently amalgamate the same with its wholly owned subsidiaries, namely SRS Cinemas & Entertainment Limited and SRS Modern Retail Limited, respectively, which shall also be listed at the Stock Exchange(s) in accordance with the terms of the provisions of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956, subject to necessary regulatory approval.

The Company in reference to above has appointed advisors and other intermediaries for formulating the Structure, Valuations, etc.

10) On July 30, 2013 the Company has informed stock exchanges that the Board of Directors of the Company has considered and approved the Scheme of Arrangement under Section 391-394 of the Companies Act, 1956 for demerger of Cinema Division and Retail Division of Company and consequent merger with its wholly owned subsidiaries, namely, SRS Cinemas & Entertainment Limited and SRS Modern Retail Limited, respectively. The Scheme includes reorganization of equity share capital in the manner that each equity shareholder of the Company shall be entitled to 2 (Two) Equity Shares of Rs. 10 (Rupees Ten) each at par in SRS Cinemas & Entertainment Limited, for every 10 (Ten) Equity Shares of Rs. 10 (Rupees Ten) each held by them in Company; And, 1 (One) Equity Share of Rs. 10 (Rupees Ten) each at par in SRS Modern Retail Limited, for every 10 (Ten) Equity Shares of Rs. 10 (Rupees Ten) each held by them in Company, consequently reducing of equity share capital of the Company to 7 (Seven) equity shares of Rs. 10 each for every 10 (Ten) equity shares held by them in the Company.

11) On September 13, 2013 the Company has informed stock exchanges that it has opened its new Multiplex ("SRS Cinemas") at City Mall, Gomti Nagar, Lucknow (U.P.) on September 08, 2013 with 3 Screens spread across an area 24000 Sq. ft. (approx.).

With this addition, the Company, now, has 15 Multiplex, 42 Screens and total seating capacity of more than 10000 seats.

12) On September 21, 2013 the Company has informed stock Exchanges that SRS Holdings India Limited, a Promoter Company has been merged with one of the Promoter Group Company namely, BTL, Investments & Securities Limited vide Order of the Hon`ble High Court of Delhi dated 18th July, 2013.

13) On December 16, 2013 the Company has informed the stock exchanges that it has withdrawn the scheme of arrangement, earlier approved in the Board meeting on July 30, 2013 due to economic and market conditions.

14) On December 20, 2013 the Company has informed stock exchanges that it has opened its new Multiplex ("SRS Cinemas") at V Square Mall, Bhiwadi, Distt. Alwar, on September 08, 2013 with 3 Screens having 621 seats.

15) On January 16, 2014 the Company has informed stock exchanges that it has opened a retail jewellery showroom at Chowk, NH2 – Palwal, Haryana on January 15, 2014. 16) On January 27, 2014 the Company has informed stock exchanges that it has opened its new Multiplex ("SRS Cinemas") at Sarv Multiplex, Agra (UP) on January 24, 2014 with 3 Screens having 1,075 seats.

17) On February 19, 2014 the Company has informed the stock exchanges that Sh. Praveen Kumar Kapoor (Non-Executive Director) has resigned on February 18, 2014.

18) On March 3, 2014 the Company has informed the stock exchanges that Sh. Ankit Garg has been appointed as Non- Executive Director on March 1, 2014.

19) On April 26, 2014 the Company has informed stock exchanges that it has opened a retail jewellery showroom at Karol Bagh, Delhi on April 25, 2014.

20) On May 8, 2014 the Company has informed the stock exchanges that CRISIL has assigned its rating to the Bank Facilities and Fixed/Public Deposits programme of the Company as:

1. Bank Facilities: BBB/Stable 2. Fixed Deposit : FA-/Stable

(Source: BSE Website).