LETTER OF OFFER Dated March 16, 2015 For Eligible Equity Shareholders of the Company only ZEE MEDIA CORPORATION LIMITED Zee Media Corporation Limited was incorporated as a public limited company under the Companies Act, 1956 in the name of Zee Sports Limited at Mumbai vide Certificate of Incorporation dated August 27, 1999 with Registration No. 11-121506 now bearing Corporate Identification Number (CIN) L92100MH1999PLC121506. The Company was granted the Certificate of Commencement of Business by the Registrar of Companies, Maharashtra at Mumbai (“RoC”) on November 19, 1999. The name of the Company was changed to Zee News Limited and Fresh Certificate of Incorporation was issued on May 27, 2004. The name of the Company was further changed to Zee Media Corporation Limited and a Fresh Certificate of Incorporation was issued on July 6, 2013. For further details of change of name of the Company, please refer to section titled “History and Certain Corporate Matters” beginning on page 130 of this Letter of Offer. Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli Mumbai 400 018, India. Telephone: +91 22 2483 1234 Facsimile: + 91 22 2490 0302 Corporate Office: Essel Studio, FC-9, Sector 16A, Noida 201301, Uttar Pradesh, India. Telephone: +91 120 251 1064 Facsimile: + 91 120 251 5381 Contact Person: Mr. Pushpal Sanghavi, Company Secretary & Compliance Officer E-mail: [email protected]; Website: www.zeenews.com; Corporate Identity Number: L92100MH1999PLC121506 PROMOTERS OF THE COMPANY: i) 25FPS MEDIA PRIVATE LIMITED; ii) ARM INFRA & UITILITIES LIMITED; iii) PRIME PUBLISHING PRIVATE LIMITED; AND iv) SPRIT TEXTILES PRIVATE LIMITED FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY ISSUE OF UP TO 108,643,732 EQUITY SHARES WITH A FACE VALUE OF ` 1 EACH ("RIGHTS SHARES") FOR CASH AT A PRICE OF ` 18/- PER RIGHTS SHARE (INCLUDING A PREMIUM OF `17/- PER RIGHTS SHARE) FOR AN AMOUNT AGGREGATING UPTO ` 1,955.59 MILLION ON RIGHTS BASIS IN THE RATIO OF 3:10 (THREE (3) RIGHTS SHARES FOR EVERY TEN (10) FULLY PAID UP EQUITY SHARES) HELD BY THE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. MARCH 17, 2015. THE FACE VALUE OF THE RIGHTS SHARES IS ` 1 EACH AND THE ISSUE PRICE IS 18 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. 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 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 Company and the Issue, including the risks involved. The Securities offered in the Issue 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 Letter of Offer. Specific attention of the investors is invited to the statements in the section "Risk Factors" beginning on page 13 of this Letter of Offer before making an investment in the Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this Letter of Offer 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 Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of the Company are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"). The Company has received in-principle approvals from BSE and NSE for the listing of the Rights Shares offered in this Issue pursuant to letters dated February 3, 2015 and January 28, 2015 respectively. For the purposes of the Issue, the NSE shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE AXIS CAPITAL LIMITED SHAREPRO SERVICES (INDIA) PRIVATE LIMITED Axis House, C Wing 13 AB, Samhita Warehousing Complex C-2 Wadia International Centre 2nd Floor, Sakinaka Telephone Exchange Lane P. B. Marg, Worli, Mumbai 400025, India. Off Andheri-Kurla Road, Mumbai 400072, India. Telephone: +91 22 4325 2183 Telephone: +91 22 6772 0300 Facsimile: +91 22 4325 3000 Facsimile: +91 22 2859 1568 Email: [email protected] Email: [email protected] Investor grievance email: [email protected] Investor grievance email: [email protected] Contact Person: Ms. Kanika Goyal Contact Person: Mr. Anil Dalvi/ Mr. Sachin Shinde Compliance Officer: Mr. Anil Dalvi/ Mr. Sachin Shinde Website: www.axiscapital.co.in Website: www.shareproservices.com SEBI Registration Number: INM000012029 SEBI Registration Number: INR000001476 CIN: U51900MH2005PLC157853 CIN: U67120MH2004PTC148994 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS MARCH 25, 2015 APRIL 1, 2015 APRIL 8, 2015 TABLE OF CONTENTS PARTICULARS PAGE NO. SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS 3 NOTICE TO OVERSEAS SHAREHOLDERS 9 PRESENTATION OF FINANCIAL INFORMATION, USE OF INDUSTRY AND MARKET DATA 11 AND CURRENCY OF PRESENTATION FORWARD LOOKING STATEMENTS 12 SECTION II: RISK FACTORS RISK FACTORS 13 SECTION III: INTRODUCTION SUMMARY OF INDUSTRY 36 SUMMARY OF BUSINESS OF THE COMPANY 38 SUMMARY OF FINANCIAL INFORMATION 43 THE ISSUE 54 GENERAL INFORMATION 55 CAPITAL STRUCTURE 60 SECTION IV: PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE 70 STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS 83 SHAREHOLDERS BASIS FOR ISSUE PRICE 96 SECTION V: ABOUT THE COMPANY AND THE INDUSTRY INDUSTRY OVERVIEW 99 BUSINESS OF THE COMPANY 105 KEY REGULATIONS AND POLICIES 123 HISTORY AND CERTAIN CORPORATE MATTERS 130 MANAGEMENT OF THE COMPANY 141 PROMOTERS OF THE COMPANY 152 GROUP ENTITIES OF THE COMPANY 159 RELATED PARTY TRANSACTIONS 196 DIVIDEND POLICY 197 SECTION VI: FINANCIAL INFORMATION FINANCIAL STATEMENTS 198 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS 389 OF OPERATIONS WORKING RESULTS 409 MARKET PRICE INFORMATION 410 FINANCIAL INDEBTEDNESS 412 SECTION VII: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 420 GOVERNMENT AND OTHER APPROVALS 467 OTHER REGULATORY AND STATUTORY DISCLOSURES 476 SECTION VIII: ISSUE INFORMATION TERMS OF THE ISSUE 489 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 520 SECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 521 SECTION X: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 532 DECLARATION 534 2 SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates/implies, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to "Zee Media Corporation Limited", "ZMCL", the "Company", are references to Zee Media Corporation Limited. References to "you" are to the prospective investors in the Issue. Company Related Terms Term Description "ZMCL", or "the Zee Media Corporation Limited, a public limited company incorporated under the Company" or "We" or provisions of the erstwhile Companies Act, 1956. "us" AOA/Articles/ Articles Articles of Association of the Company of Association Bankers to the BNP Paribas; ICICI Bank Limited; and State Bank of India Company Board of Directors The Board of Directors of the Company Corporate office of the Essel Studio, FC-9, Sector 16A, Noida 201301, Uttar Pradesh, India. Company Director(s) Director(s) of the Company, unless otherwise specified Financial Year/ Fiscal/ The period of twelve (12) months ended March 31 of that particular year. FY Group Companies/ Includes those companies, firms and ventures that are promoted by the Promoters of Group Entities the Company, irrespective of whether these entities are covered under Section 370(1)(B) of the erstwhile Companies Act, 1956. For further details, please refer to section titled "Group Entities of the Company" beginning on page 159 of this Letter of Offer. MOA/ Memorandum/ Memorandum of Association of the Company Memorandum of Association Promoters of the Promoters of the Company being: Company i) 25FPS Media Private Limited; ii) ARM Infra & Uitilities Limited; iii) Prime Publishing Private Limited; and iv) Sprit Textiles Private Limited Promoter Group Persons and entities covered under Regulation 2(1)(zb) of the SEBI (ICDR) Entities Regulations. Registered Office of the Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018, India. Company Registrar of The Registrar of Companies, Mumbai, Maharashtra located at 100, Everest, Marine Companies/ROC Drive; Mumbai 400002, India. Restated Consolidated Consolidated Financial Information for the six (6) months period ended September Financial Information 30, 2014 and the Financial Years ended March 31, 2014, 2013, 2012, 2011 and 2010, as restated in accordance with