LETTER OF OFFER Dated: March 06, 2013 For Equity Shareholders of the Company only Private and Confidential MEDIA MATRIX WORLDWIDE LIMITED Our Company was originally incorporated on June 07, 1985 as "Rahul Trading & Finance Limited" in the State of Maharashtra. The name of the Company was changed to "Giltfin Lease Limited" on October 20, 1992 and the name of the Company was once again changed to its current name "Media Matrix Worldwide Limited" vide fresh Certificate of Incorporation from Registrar of Companies, Maharashtra on February 16, 2001. The Corporate Identification Number of our Company is L51900MH1985PLC036518.For further details of change of name of our Company, please refer to the section titled "History and Certain Corporate Matters" beginning on Page 124 of this Letter of Offer. Registered Office: Flat No: 155, 15th Floor, Mittal Court “A” Wing, Nariman Point, Mumbai - 400 021 Tel: 91-22-2283 3006, Fax: 91-22-4347 3206, E-mail Id: [email protected], Website: www.mmwlindia.com, Corporate Office: 77B, 3rd Floor, IFFCO Road, Sector - 18, Gurgaon, Haryana - 122 015, Tel: 0124 - 4310000, Fax: 0124-4310050, E-mail ID: [email protected] Contact Person: Mr. Mohd. Zafar, Company Secretary and Compliance Officer PROMOTER OF THE COMPANY: DIGIVISION HOLDINGS PRIVATE LIMITED FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF MEDIA MATRIX WORLDWIDE LIMITED (THE "COMPANY" OR THE "ISSUER") ONLY ISSUE OF 90,77,85,000 EQUITY SHARES WITH A FACE VALUE OF Re.1/- EACH AT A PREMIUM OF RS. 0.20 PER EQUITY SHARE FOR AN AMOUNT AGGREGATING TO RS. 10893.42 LACS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 9 EQUITY SHARES FOR EVERY 1 FULLY PAID-UP EQUITY SHARE HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE,THAT IS ON MARCH 19, 2013. THE ISSUE PRICE IS 1.2 TIMES OF FACE VALUE OF EQUITY SHARES. FOR FURTHER DETAILS, SEE THE SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE 249 OF THIS LETTER OF OFFER. 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 Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to the section titled "Risk Factors" beginning on page 11 of this Letter of Offer before making an investment in this Issue. OUR COMPANY’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this 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 such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of our Company are listed on The BSE Limited (BSE) and Madhya Pradesh Stock Exchange (MPSE). Our Company has received "in-principle" approval from BSE, which is the Designated Stock Exchange, vide its letter dated September 26, 2012, granting in-principle approval for listing the Equity Shares arising from this Issue. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE FEDEX SECURITIES LIMITED SHAREX DYNAMIC (INDIA) PVT. LTD. SEBI Regn. No. INM 000010163 SEBI Regn. No. INR000002102 3rd Floor, Jay Chambers Service Road, Unit -1, Luthra Ind. Premises, Adj. Western Express Highway Safed Pool, AndheriKurla Road, Vile Parle (East), Mumbai 400 057 Mumbai – 400 072 Tel. Nos. (022) 2613 6460/61 Tel. Nos. (022) 22702485/22641376 Fax No. (022) 2618 6966 Fax. No. (022) 28512885 Investor Grievance E mail ID: [email protected]. Email ID : [email protected] E Mail ID: [email protected], [email protected] Website: www.sharexindia.com Website: www.fedsec.in Contact Person: Mr. B S Baliga Contact Person: Mr. R. Ramakrishnan ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR RECEIVING REQUEST OF SPLIT ISSUE CLOSES ON MARCH 30, 2013 APRIL 6, 2013 APRIL 13, 2013 LETTER OF OFFER TABLE OF CONTENTS PARTICULARS PAGE NO. SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS 3-7 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION & MARKET DATA AND CURRENCY OF PRESENTATION 9 FORWARD LOOKING STATEMENTS 10 SECTION II: RISK FACTORS RISK FACTORS 11-38 SECTION III: INTRODUCTION SUMMARY OF INDUSTRY 40-51 SUMMARY OF OUR BUSINESS 52-55 SUMMARY OF FINANCIAL INFORMATION 56-61 THE ISSUE 62 GENERAL INFORMATION 63-68 CAPITAL STRUCTURE 69-77 OBJECTS OF THE ISSUE 78-86 BASIS FOR ISSUE PRICE 87-89 STATEMENT OF TAX BENEFITS 90-97 SECTION IV: ABOUT OUR COMPANY AND OUR INDUSTRY INDUSTRY OVERVIEW 98-108 OUR BUSINESS 109-119 KEY INDUSTRIAL REGULATIONS AND POLICIES 120-123 HISTORY AND CERTAIN CORPORATE MATTERS 124-131 OUR MANAGEMENT 132-142 OUR PROMOTERS AND PROMOTER GROUP 143-144 OUR GROUP ENTITIES 145-157 CURRENCY OF PRESENTATION 158 DIVIDEND POLICY 159 SECTION V: FINANCIAL INFORMATION FINANCIAL STATEMENTS 160-217 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 218-226 SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 227-238 GOVERNMENT AND OTHER APPROVALS 239-241 OTHER REGULATORY AND STATUTORY DISCLOSURES 242-248 SECTION VII: ISSUE INFORMATION TERMS OF THE ISSUE 249 ISSUE STRUCTURE 249 ISSUE PROCEDURE 250-265 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 266 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 267-280 SECTION IX: OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 281 DECLARATION 282 2 MEDIA MATRIX WORLDWIDE LIMITED SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS All terms defined have the meaning set forth below, unless otherwise specified in the context thereof. General Terms / Issue Related Terms Term Definition Abridged Letter of Offer The abridged Letter of Offer to be sent to the Equity Shareholders with respect to this Issue in accordance with SEBI Regulations. Allot/Allotted/Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue Allottees Persons to whom Equity Shares of our Company are issued pursuant to the Issue. Applicant Any Shareholder/Renouncees/other investors who makes an application in this Issue in accordance with this Draft Letter of Offer. Application Money The aggregate amount payable in respect of the Equity Shares applied for in this Issue at the Issue Price Application Supported by An application, used by an ASBA Applicant to apply for the Equity Shares in the Issue, together with an Blocked Amount /ASBA authorization to an SCSB to block the Application Money in the Specified Bank Account maintained with such SCSB SCSB ASBA Applicants Eligible Equity Shareholders who intend to apply through ASBA and (a) are holding Equity Shares in dematerialized form as on the Record Date and have applied for (i) their Rights Entitlement or (ii) their Rights Entitlement and Equity Shares in addition to their Rights Entitlement, in dematerialized form; (b) have not renounced their Rights Entitlement in full or in part; (c) are not renouncees; and (d) are applying through blocking of funds in Bank accounts maintained with SCSBs Bankers to the Issue HDFC Bank Ltd, Mumbai and its collecting Branches, details of which are given in the CAF. Bankers to our Company HDFC Bank Ltd , Oriental Bank of Commerce, Corporation Bank and Kotak Mahindra Bank Ltd. Business Day/ Working Any day, other than a Saturday or a Sunday, on which Commercial Banks in Mumbai are open for business. Day Composite Application The form used by an Investor to make an application for the Allotment of Equity Shares in this Rights Issue. Form / CAF Consolidated Certificate In case of holding of Equity Shares in physical form, our Company would issue one Certificate for the Equity Shares allotted to one folio. Controlling Branches The branches of the SCSBs which shall co-ordinate with the Lead Manager, the Registrar to the Issue, and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in/pmd/scsb.html Designated Branches Such branches of the SCSBs which shall collect application forms used by ASBA Investors and a list of which is available on http://www.sebi.gov.in/pmd/scsb.html and/or such other websites as may be prescribed by SEBI from time to time. Designated Stock The BSE Limited (formerly The Bombay Stock Exchange Limited) Exchange Draft Letter of Offer Draft Letter of Offer dated August 29, 2012 filed with SEBI for its observations Equity Share(s) or Equity Shares of our Company of Face Value of Re.1/- each Share(s) Equity Shareholders / Means a holder of Equity Share(s) of our Company Shareholder Investor(s) Equity Shareholders as on Record Date and/or Renouncee applying in the Issue. Fiscal/Financial Year The period of 12 months ended March 31 of that particular year, unless otherwise stated Indian GAAP Generally Accepted Accounting Principles in India Issue / Rights Issue Issue of 90,77,85,000 Equity shares with a Face Value of Re.1/- each at a premium of Rs. 0.20 per Equity Share for an amount aggregating to Rs.