Movies Games Television Broadcasting New Media
UTV Software Communications Limited Merrill Conference, Delhi February 09, 2010 Disclaimer
As described in a scheme document dated 15 September 2009, UTV Software Communications Limited ("UTV") has made a proposal (the "Proposal") pursuant to which (by means of schemes of arrangement under the laws of the Isle of Man and India): the holders of the shares in UTV's subsidiary, UMP Plc (admitted to trading on AIM), not already owned by UTV (representing approximately 23.18 per cent. of the entire issued ordinary share capital of UMP) will, for every 3.75 UMP Shares, receive 1 New UTV Share; all the assets andbusiness of UMP will be transferred to UTV; and UMP will be dissolved (without winding up). For the purposes of the Proposal only, the directors of UTV, whose names are set out in paragraph 2.2 of Part Ten of the Scheme Document (the "UTV Directors"), each accept responsibility for the information in this presentation and to the best of the knowledge and belief of the UTV Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. This presentation contains certain forward looking statements concerning UTV Software Communications Limited's and its subsidiaries' future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. The risks and uncertainties relating to these statements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition (both domestic and international), economic growth in India and globally, our ability to manage our international operations, government policies, fiscal deficits, regulations, etc. The company does not undertake to make any announcement in case any of these forward looking statements become materially incorrect in future or update any forward looking statements made from time to time by or on behalf of the company. No part of this presentation shall be reproduced, copied, forwarded to any third party either in print of in electronic form without prior express consent of the company. This presentation does not constitute an offer to sell or the solicitation of an offer to purchase or subscribe for any securities of UTV Software Communications Ltd. (the “Company”) in any jurisdiction including India and the United States. No part of this presentation should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities of the Company. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company, its management and its financial statements. None of the Company’s securities may be offered or sold in the United States, without registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from registration therefrom. UTV | Diversified Business Model
TV Content Movies Gaming Broadcasting New Media
Ô One of the pioneers Ô Integrated Studio Ô Growing presence Ô Fastest growing Ô Internet and mobile in Indian TV content Model content and distribution Console network with focus production Hindi on youth & movies Ô Innovative offerings - Online Airtime sales Audio Cinema –on mobile Ô Regional Ô 4 specialty channels Mobile Multi-genre and largely focused on Ô Portals: Ô Hollywood multi-linguistic Ô IP Creation youth Techtree.com Ô Worldwide presence Ô Game Publishing Ô Own distribution distribution Channeltimes.com Ô Licensed formats to Ô Global market network & Worldwide global networks Syndication CXOToday.com
Demonstrated Fastest growing TV Leading player 3600 Presence Innovative offerings Leadership Network1
Demonstrated ability to successfully grow each vertical
1 Source: TAM, CS 4+, week 15- week 40, 2009 2 UTV Business Model | Built Scale and Diversified
Diversified Revenue streams Revenue break up- 9MFY10
Over 85% of FY09 (Rs mn) revenues achieved in 9M FY10 7,000
6,000 New Media, 2% TV Content, 5,000 14%
4,000
Movies, 3,000 Broadcasting, 48% 20% 2,000
1,000
- Games FY07 FY08 FY09 9MFY10 Content, TV Movies 16% Games Content / Allied Services New media Broadcasting
3 Movies | New growth avenues
Indian Film Industry is Rs 109.3 bn (USD 2.2 bn1) opportunity, has grown at 17.7% CAGR over last 3 years
109.29
96.36
81.66
66.95
2005 2006 2007 2008
Source: FICCI-KPMG Media & Entertainment Industry Report, 2009
Emergence of new exploitation platforms to drive growth … evident from the share of non theatrical revenues for UTV
Other  Strong projected growth in multiplex screens ancillary Satellite 1% from 850 screens in 2009 to projected 1405 23% screens nationwide in 2013  ~ 1,800 digital screens Domestic Home Video Theatrical  DTH subscriber base in India estimated to grow 8% 47% from 10 mn in 2008 to 28 mn in 2013 Music  India has ~ 471 mn mobile subscribers in Sep 11% Overseas 2009, with ~ 15 mn added every month Theatre 10% Source: FICCI-KPMG Media & Entertainment Industry Report, 2009, TRAI Source: UTV Actuals – Films released in FY09 – excludes distribution & Hollywood
1 USD/ INR - 50 4 Movies | Demonstrated Scale
Investments reflected in size of library and slate UTV adopts low risk business model
Rs mn ($ mn)1 FY06 FY07 FY08 FY09 9M FY10 Full control over product 1,310 721 2,424 2,762 2,649 Low Risk cycle – from script to Revenue (26) (14) (49) (55) (53) Producer distribution Movies Released* 3 5 7 12 9 Acquisitions do not allow Moderate Risk Cumulative movies Financier control over production 8 13 20 32 41 released Rights acquisitions plus Outstanding slate of movies 52 High Risk Distributor distribution = max. risk in the value chain
* Excludes movies purely distributed
1 USD/ INR - 50 5 Strong Movie Pipeline
Name Est. Release Description / Director / Star cast
1 Peter Gaya Kaam Se Q4 FY10 Rajeev Khandelwal
2 Paan Singh Tomar FY11 Irrfan Khan
3 Rajneeti FY11 Ranbir Kapoor, Katrina Kaif, Prakash Jha
4 Thank You FY11 Akshay Kumar, Katrina Kaif, Anees Bazmee
5 Phillum City FY11 John Abraham
6 Ek Bataa Saat FY11 Vishal Bharadwaj, Priyanka Chopra
7 Guzarish FY11 Hrithik, Aishwarya Rai, Sanjay Bhansali
8 Alibaba FY11 Animation
9 Arjun FY11 Animation
10 Chillar Party FY11 Kids Movie
11 The Falling FY11 Aamir Khan Co-Production
12 Delhi Belly FY11 Imran Khan/ Co-Production Aamir Khan
13 No One Killed Jessica FY11 Rani Mukherji, Vidya Balan
6 Gaming | 3600 Presence
Console Gaming Mobile Gaming Online Gaming ( Industry size : $ 26.4 bn1 ) ( Industry size : $ 2 bn1,2 ) ( Industry size : $ 3 bn1,3 )
 UK based console gaming  India based mobile gaming  US based startup in PC online company in publishing and IP company gaming- MMOG creation  One of the market leaders in  Model based on Free-to-play,  Distribution of games on major India Micro transactions console platforms like PS3,  Relationships with Telcos  Core markets: US own platform Xbox 360, Wii worldwide  Worldwide Syndication  Strong product pipeline  Games On Demand offering  3 MMOGs under development through broadband in India
Emerging player in a $ 31.4 bn4 Industry
1 Figures for 2008; Wedbush: Entertainment Software Publishing and Retail; Industry Report 2009 2 US mobile game downloads market 7 3 Subscription online games and game related downloads market 4 Total of Console, mobile and online described in footnote 1, 2 & 3 Console Gaming | Sizeable Market
Console Gaming is a $ 26.4 bn industry3 in 2008 projected Key players in the industry to grow at ~ 8% CAGR over next 3 years
33.0 Player Market Cap ($ bn) Sales ($ bn)
30.5 5.8 4.2 ($ bn) 0.8* 1.4* 27.4 26.4 0.3 0.8
23.0 15.0 3.0
2007 2008 2009E 2010E 2011E *1 EUR = 1.5 USD Source: Wedbush: Entertainment Software Publishing and Retail; Industry Report 2009 Source: Company Reports, Market Cap calculated as on 13th Nov, 2009
 Market expansion on launch of Next Generation (“Next Gen”) consoles (PS3, Xbox 360 & Wii) PS3 & Xbox 360 account for 52% of Next Gen consoles worldwide1  US, Europe & Japan are major markets for video games US & Europe estimated to account for 87% of global video game market in 20082  ~ 25 mn units of Wii sold in US1 (~ 29 mn units of PS3 & Xbox 360 sold in US1)
Opportunity for boutique publishers who are driven by high-end IPs
1 Source: www.vgchatrz.com, as on 24th October 2009 2 Wedbush: Entertainment Software Publishing and Retail; Industry Report 2009 8 3 US, Europe & Japan markets Console Gaming | High projected growth
Increasing high-end console sales contrary to Average sales volumes of top games global economic trends ..
Wii Average 2006 2007 2008 Sep 2009 Xbox 360 Volumes * PS3 (mn units) Xbox 360 55 (Units in Million) Top 30 1.35 2.18 2.06 0.97 43 Top 50 0.92 1.50 1.53 0.66 Top 100 0.62 0.85 0.95 0.36 33 19 27 (mn units) 16 PS 3 3 19 26 8 9 Top 30 0.57 1.20 1.66 0.68 1 2006 2007 2008 YTD 2009 Top 50 0.82 1.26 0.49 Top 100 0.48 0.78 0.27
Source: VGChartz as on 4th November 2009, YTD 2009 as on 24th October 2009 Source: VGChartz, as on 06 November 2009 * average of total sales of games released in the year 9 Ignition Gaming | Overview
 Develops, publishes and distributes console games across all major platforms
 Product development and publishing pipeline
 Track record of successful games
Mercury Meltdown, released in North America, Europe & Japan
King of Fighters XII, released in North America (RRP USD 59.99), Europe (RRP EUR 59.99) & UK (RRP GBP 39.99)
Muramasa – The Demon Blade, released in North America (RRP USD 49.99)
Nostalgia – Role playing Game, released in North America (RRP USD 34.99)
 Awards & Recognitions
“Muramasa – The Demon Blade” was adjudged the Best Artistic Design and Best Action Game for Wii at E3
“The King of Fighters XII” was adjudged the Best Fighting Game for PS3
10 Ignition Gaming | Infrastructure
Digi-Guys, London, UK Game Development Studio
Ignition, Waltham Abbey, UK Game Publishing, Corporate Head Office
Ignition USA, Ignition Florida Ignition Japan, Tokyo California Game Development Game Development & Publishing Game Publishing Studio
Operational Presence
11 Online Gaming | Emerging opportunity
Online gaming companies enjoy high EBITDA margins
CY08 Sales ($ mn) EBIT Margin 325* 58%
523 40%
202 70%
251 8%
Source: Company Reports *1 USD = 6.8 RMB
 Community development and engaging game play to drive online gaming format growth World of Warcraft has 11 mn players worldwide and raked in $104m in 2008 Xbox Live community has over 17 mn members1  Online gaming model has seen great success in Asia Pacific Asia Pacific subscription revenues for MMOG add up to $500m - $700m1  US & Europe online gaming markets are growing
1 Wedbush: Entertainment Software Publishing and Retail; Industry Report 2009 12 True Games | Overview
Peak concurrent users of Top 10 Chinese games  US based online game developer & publisher Westward Journey 2,322 ZT Online 1,578 Creates and owns IPR (‘000 users) World of Warcraft 995  Free-to-Play, Pay-for-Item format Popkart 800 Audition 780  Own platform in USA & Turkey supported by TLBB 700 syndication for Europe & Asia Dungeon & Fighter 700  Expansion packs anticipated to increase game Bomb & Bubble 700 Ask Tao 700 longevity and momentum QQ Fantasy 680
 Planned supplementary Revenue Streams 0 500 1000 1500 2000 2500 Source: Nomura Report, Jan 2009 In-Game advertising Monthly ARPUs indicate upward trend in China Licensing/ Merchandising
Average Monthly ARPU 7.7 in China ($)* 6.3 5.0
2006 2007 2008E
Source: Nomura Report, Jan 2009 * USD/ CNY – 6.82
13 Indiagames | Market Leader
Mobile Games – Development, Publishing & Distribution
 One of the leading players in Indian mobile gaming market
 Indian mobile gaming market estimated at Rs 1.4 bn ($28 mn1), growing at 37.4% CAGR2
471 mn mobile subscribers, ~ 15 mn added every month3
 Provides games from worldwide game publishers including
Disney, EA, Dig Choc, Glu, THQ, Iplay
 Advent of 3G and better quality of handsets expected to drive mobile game growth
Games on Demand (GOD)
 Unique offering in India that provides console games on PC platform through broadband subscription based model
 Currently available on BSNL & Airtel broadband distribution
1 USD/INR – 50 2 FICCI KPMG Report 2009 14 3 TRAI, Sep 2009 Broadcasting | Capitalizing on Specialty Segment Growth
UTV addressable market as share of total viewership has increased from 17% in 2007 to 18% in 2009
UTV UTV Addressable Addressable Market, 17% Market, 18%
Others, 44% Others, 50%
Hindi GEC, 33% Hindi GEC, 38% Source: TAM, HSM CS 4+ Source: TAM, HSM CS 4+ UTV Addressable Market includes Hindi Movies, English Movies and Youth UTV Addressable Market includes Hindi Movies, English Movies and Youth
Projected subscription revenue growth .. .. driven by projected higher penetration of DTH in India Pay DTH subscriber base (mn) 28 317.1 26 (Rs bn) 23 20 267.4 16 229.1 198.5 10 174.5 158.1
2008 2009P 2010 P 2011P 2012P 2013P 2008 2009P 2010 P 2011P 2012P 2013P
Source: FICCI-KPMG Media & Entertainment Industry Report, 2009 Source: FICCI-KPMG Media & Entertainment Industry Report, 2009 1 USD/ INR - 50 15 Broadcasting | Key Properties
HindiHindi Movies Movies Channel Channel Weekly GRPs (2009-10) 50
 61% increase in Gross Rating Points (“GRPs”) in 31 52 weeks (to 50)  Largest number of premiers for Indian movie
channel (including Jodha Akbar, Race & Rock On) Week 1 '09 Week 1 '10 Source: TAM, HSM, CS 4+
YouthYouth Entertainment Entertainment Weekly GRPs (2009-10) 31
18
 One of the leading Youth Entertainment Channels in India
 New media presence with dedicated website Week 1'09 Week 1 '10
Source: TAM, HSM 1mn+, CS 15-34 AB
16 Broadcasting | Key Properties
InternationalInternational Blockbusters Blockbusters Weekly GRPs (2009-10) 3.5
 International blockbusters sub-titled in English 3.2  Average ~ 3-4 GRP – Above Zee Studio / Warner / MGM
Week 1 '09 Week 1 '10 Source: TAM, 5 Metros, CS 25+ A
ActionAction Movies Movies
 India’s first 24-hour Hindi channel for cutting edge Bollywood and Hollywood action movies  Launched on January 01, 2010  Biggest action blockbusters with biggest stars  GRPs of 32 within the first week of launch  Over 200 movies in library
17 Broadcasting | Fastest growing Network
Channel Week 15 Week 2 % variance (2009) (2010)
UTV Group 51 109 113%
Sahara Group 84 64 -24%
NDTV Group 116 114 -2%
Sony group 334 366 10%
Viacom 18 404 395 -2%
Zee Group 634 612 -3%
Star Group 584 603 3%
Source: TAM TG: CS 4+ HSM
 Fastest growing broadcasting network in India – over 100% growth in GRPs in last 9 months  Positioned in niche segment – youth audience  Leverage own content library and partnership with Disney  Focus on subscription revenues & International sales
1 TAM, HSM, CS 15-34 Yrs Week 15 to Week 45 2009 18 TV Content | At the vanguard of innovation
 Demonstrated ability to create innovative programming
Dance India Dance (Zee TV), Ek Khiladi Ek Haseena (Colors), Towering Inferno (Nat Geo)
 Developed original formats and licensed to international networks
 Multi-genre and multi-lingual programming
 One of the leaders in airtime sales on Sun Group
 Stable cash flow business with a ROCE1 of 14.2% in FY09
 Commissioned Shows
Sid vs Varun (Bindass), Sonu Sweety (SabTV), Anamika (ETV Marathi), Ratha Saptami (UdayaTV), Raktha
Sambandham (GeminiTV), Emotional Atyachar (Bindass)
 Pipeline of shows
Prajaktaa (MI Marathi)- a Marathi daily show
 Consolidated in a fragmented market through Joint Ventures & Alliances
1 Segment PBIT/(Segment Assets – Segment Liabilities) for reported consolidated FY09 New media segment financials 19 New Media | Good Start
 Growth driven by innovation in content and delivery platform/ mechanism
Innovative service offerings exploiting long tail of content - for example, Audio Cinema
 Web based models provide immense opportunity in B2C1 space
Techtree.com is one of the leading technology news and review sites in India
60 advertisers were on the network this year
 Aggregator for UTV Group content
1 Business to Consumer 20 Disney Connect
 Strategic Investment
 ~ $ 400 mn invested to date ( includes ~ $160 mn in open offer )
 Helped consolidate 5 verticals into one VISION
 Synergies in each of the business verticals
Leverage complementary strengths of global partner to further international growth
21 Corporate Structure
UTV Software Communications Limited (Film Production and Distribution, TV content Production, A&S and Dubbing)
100% 100% 85% 100%
UTV Global United New Media TV Content Motion Pictures Ignition Ent, UK Broadcasting Ventures 90%
 All Businesses consolidated in one entity Indiagames 59% Value of individual businesses captured  Flexibility to extract value from individual businesses True Games 89% Gaming, Broadcasting & New Media assets under separate holding companies
• This does not depict an exact legal structure 22 Strong Management Depth
Board of Directors Disney - 3 Promoters - 3 Independent - 6
Group CEO
Group CFO TV Content Motion Pictures Broadcasting Games Content New Media
Group COO CEO CEO CEO, Truegames CEO Business Dev & Strategy CCO CEO, Ignition
CEO, Indiagames
Professional Management team incentivized by Stock Options
23 Shareholding Structure
Equity Shares – 40.6 million
Public 29.9%
Promoters 19.6%
Disney Open Offer 19.1%
Disney 31.4%
Notes: Open Offer shares are contractually restricted from being voted upon. Promoters have an option to buy back from Disney within 4 year period (i.e. by Nov 2012) subject to certain conditions.
Market Cap on expanded equity is around USD 408 million
24 In a Nutshell
 Significant head start
 Content and IP Focus – high value drivers
 Operating in businesses with potential for significant scalability
 Proven execution track record in Movies and TV content with growing operations in
Game content, Broadcasting and New media
 Group has enjoyed partnerships with key industry leaders like Disney, News Corp,
Bloomberg1, Warburg Pincus, Cisco, Adobe
UTV has well positioned model in Media & Entertainment space
1 Alliance with UTV News Ltd. – a promoter group owned entity 25 Thank You
26 Financials
Rs mn FY07 FY08 FY09 9MFY10 Sales Movies 721 2,423 2,762 2,649 Games Content/Allied Services 157 956 1,105 873 Broadcasting - - 887 1089 TV 899 1,006 1,317 772 New Media - - 180 83 Sales - Total 1,749 4,342 6,066 5,372 EBIT Movies 37 480 538 634 Games Content/Allied Services 53 114 (289) (11) Broadcasting - - (282) (218) TV 88 183 54 33 New Media - - (45) (65) EBIT 178 777 (24) 373 PBT 307 664 32 (68) PAT (after minority interest) 463 577 356 228 Capital Employed Movies 1,546 4,168 9,080 5,383 Games Content/ Allied services 928 1,390 3,344 4,729 Broadcasting - - 3,634 5,314 TV 425 342 383 329 New Media - - 358 273 Total Capital Employed 3,450 7,270 18,572 18,102
27 Financials
$ mn (USD/INR - 50) FY07 FY08 FY09 9MFY10 Sales Movies 14 49 55 53 Games Content/ Allied Services 3 19 22 17 Broadcasting - - 18 22 TV 18 20 26 15 New Media - - 4 2 Sales - Total 35 87 121 107 EBIT Movies 1 10 11 13 Games Content/Allied Services 1 2 (6) 0 Broadcasting - - (6) (4) TV 2 4 1 1 New Media - - (1) (1) EBIT 4 16 (0) 7 PBT 6 13 1 1 PAT (after minority interest) 9 12 7 5 Capital Employed Movies 31 83 182 108 Games Content/ Allied Services 19 28 67 95 Broadcasting - - 73 106 TV 9 7 8 7 New Media - - 7 5 Total Capital Employed 69 145 371 362
28 UTV Motion Pictures in News
29 Board of Directors
Name Category
Rohinton Screwvala Promoter – Executive
Zarina Mehta Promoter – Non Executive
Deven Khote Promoter – Executive
Andy Bird Non Independent – Non Executive
Kevin Mayer Non Independent – Non Executive
Robert Gilby Non Independent - Non Executive
Sanjaya Kulkarni Independent – Non Executive
Suketu Shah Independent – Non Executive
Darius Shroff Independent – Non Executive
Prem Mehta Independent – Non Executive
Narendra Ambwani Independent – Non Executive
Sanjay Purohit Independent – Non Executive
30