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