DRAFT RED HERRING PROSPECTUS Dated September 19, 2011 Please read section 60B of the Companies Act, 1956 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Building Issue SHEMAROO ENTERTAINMENT LIMITED Our Company was originally incorporated as a private limited company under the Companies Act, 1956 on December 23, 2005, with the name Shemaroo Holdings Private Limited. Subsequently, pursuant to a Scheme of Arrangement approved by the Hon’ble High Court of Bombay vide order dated March 7, 2008 and by the special resolution of our shareholders dated May 28, 2008, the name of our Company was changed to Shemaroo Entertainment Private Limited and a fresh certificate of incorporation was granted to our Company on June 3, 2008, by the RoC. Thereafter, pursuant to a special resolution of our shareholders dated March 26, 2011, our Company was converted to a public limited company and a fresh certificate of incorporation consequent to the change of status was granted on April 1, 2011, by the RoC. For further details in connection with changes in the name and registered office of our Company, please refer to the section titled “History and Certain Corporate Matters” on page 95 of this Draft Red Herring Prospectus. Registered and Corporate Office: Shemaroo House, Plot No.18, Marol Co-operative Industrial Estate, Off Andheri Kurla Road, Andheri East, Mumbai- 400059 Telephone: +91 22 4031 9911; Facsimile: +91 22 2851 9770 Contact Person and Compliance Officer: Mr. Ankit Singh, Company Secretary; Telephone: +91 22 4031 9911; Facsimile: +91 22 2851 9770 E-mail: [email protected]; Website: www.shemaroo.com PROMOTERS OF OUR COMPANY: MR. RAMAN MAROO AND MR. ATUL MARU PUBLIC ISSUE OF UP TO [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF SHEMAROO ENTERTAINMENT LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE, AGGREGATING UP TO ` 11,500 LAKHS (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE [] % OF THE FULLY DILUTED POST-ISSUE PAID UP CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID OPENING DATE In case of any revision in the Price Band, the Bidding Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks (“SCSBs”), the National Stock Exchange of India Limited (the “NSE”) and the Bombay Stock Exchange Limited (the “BSE”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate. The Issue is being made through the Book Building Process in accordance with Rule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended (“SCRR”) read with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”), wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than [] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids. 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. QIBs (except anchor investors) and non institutional bidders are mandatorily required to utilise the ASBA process to participate in this Issue. All Investors (other than the Anchor Investors) may participate in this Issue though the ASBA process by providing the details of their respective ASBA Accounts. Specific attention is invited to the section titled “Issue Procedure” on page 200. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Issuer, there is no formal market for the Equity Shares. 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. The Issue Price (as determined and justified by our Company in consultation with the Book Running Lead Managers, as stated in the section titled “Basis for the Issue Price” on page 45 should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares 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 RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xii of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this 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 aspects and 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 makes this 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 GRADING This Issue has been graded by [] and has been assigned the “IPO Grade []/5” indicating [] in its letter dated [], 2011. The IPO grading is assigned on a five point scale from 1 to 5 with “IPO Grade 5/5” indicating strong fundamentals and “IPO Grade 1/5” indicating poor fundamentals. For more information on IPO grading, see the sections titled “General Information”, “Other Regulatory and Statutory Disclosures” and “Material Contracts and Documents for Inspection” on pages 15, 184 and 265 respectively of this Draft Red Herring Prospectus. LISTING ARRANGEMENT The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares pursuant to their letters dated [] and [], respectively. For the purposes of this Issue, the [] shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE YES Bank Limited ICICI Securities Limited Link Intime India Private Limited 12th Floor, Nehru Centre, Discovery of India ICICI Centre, H.T. Parekh Marg, C-13, Pannalal Silk Mills Compound, Dr. A.B. Road, Worli Churchgate, Mumbai 400 020 L.B.S. Marg, Bhandup (West), Mumbai 400 078 Mumbai 400 018 Telephone: 022 - 2288 2460 Telephone No.: 022- 25960320 Telephone: 022- 6669 9000 Facsimile: 022 - 2282 6580 Fascimile.: 022- 25960329 Facsimile: 022- 2497 4158 Email Id: [email protected] Toll Free:- 1-800-22-0320 Email Id: [email protected] Website: www.icicisecurities.com Email Id: [email protected] Website: www.yesbank.in Investor Grievance Id: Website: www.linkintime.co.in Investor Grievance Id: [email protected] [email protected] Investor Grievance Id: [email protected] Contact Person: Mr. Ankur Singla Contact Person: Ms. Payal Kulkarni Contact Person: Mr. Sanjog Sud SEBI Registration No. INM 0000 10874 SEBI Registration No.: INM000011179 SEBI Registration No.: INR000004058 BID/ISSUE PROGRAMME* BID CLOSING DATE : [ ] BID OPENING DATE : [] QIB BID CLOSING DATE : [ ] * Our Company may consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Period, i.e., one Working Day prior to the Bid Opening Date.