Rating Rationale Zapak Digital Entertainment Limited th 18 ​ Feb 2019 ​ Brickwork Ratings has placed the ratings on Credit watch with negative implications for the Bank Loan Facilities of Rs. 150.00 Cr of Zapak Digital Entertainment Limited (ZDEL) Particulars Amount Facility Rating* (Rs. Crs) Tenure Rated Previous Present Previous Present Fund Based BWR BBB+(SO) BWR BBB+(SO) (Pronounced BWR Triple B (Pronounced BWR Triple B Long Plus) Plus) Term Loan 150.00 150.00 Term (Structured Obligation) (Structured Obligation) Credit Watch With Credit Watch With Developing implications Negative implications Total 150.00 Rupees One Hundred Fifty Crore Only. * Please refer to BWR website www.brickworkratings.com/ for definition of the ratings ​ ​ ​ Rationale/Description of Key Rating Drivers/Rating sensitivities: BWR principally relied upon the audited financial results upto FY18, publicly available information and information / clarification provided by the company and recent developments The rating takes into consideration the combined security for the bank loan facilities of Zapak Digital Entertainment Limited and Reliance Big Entertainment Private Limited, thereby providing security cover by way of pledge of shares of Reliance Capital Limited and Reliance Infrastructure Limited which are listed. The rating of ZDEL is constrained by unavailability of assured cash flows of the issuer at redemption and dependency on the group support, refinance or alternatively liquidation of the securities to repay the term loan. The rating has been placed on credit watch with negative implications on account of the sharp fall in the share price of the underlying securities and constrained financial flexibility of one of the underlying security i.e. Reliance Capital Ltd. Performance of the pledged stock and the share coverage ratios and continued support from promoters and the ability to refinance the debt which is due in the near term will be the key rating sensitivities and BWR would continue to monitor further developments. th 1 18 ​ Feb 2019 ​ About the Company Zapak Digital Entertainment Ltd (ZDEL) was incorporated in 2006, is a part of Reliance Group belonging to Mr. Anil Ambani and Family and is engaged in Internet & Mobile Gaming and Digital Agency Business. The Company has online gaming portal under the brand ‘Zapak’ and named www.zapak.com. The company also offers gaming across all channels viz. telecom, mobile and online. Under the digital agency business, Zapak is able to deliver variety of services to clients ranging from normal marketing campaigns and events to maintaining digital spend for clients. Zapak clientele includes Hindustan Unilever, PepsiCo, Mumbai Metro One Limited, Reliance Capital etc. Key Terms of Sanction IndusInd Bank has revised the terms of sanction of the Bank Loan facilities, whereby the collateral security in the form of pledge of shares of Reliance Infrastructure Limited and Reliance Capital Limited are combined for the bank facilities availed by Zapak Digital Entertainment Limited and Reliance Big Entertainment Private Limited. The combined security cover taking into consideration Reliance Infrastructure Limited and Reliance Capital Limited shares comes to 1.35 times. The company has also provided security of Reliance Communications Limited shares resulting into a total security cover at 2.18 times. However for the purpose of ratings, BWR has not considered share pledge of Reliance Communications Limited and the security in the form of land. The security cover shall be calculated on the total amount outstanding on the Facility including Principal, Interest due and penal charges if any. The facility will require a top – up only in the form of Reliance Capital Limited and / or Reliance Infrastructure Limited shares. Company Financial Performance The Company's Total Operating Income stands at Rs. 18.12 Crs in FY18 against Rs. 17.80 Crs in FY17. The company posted loss of Rs. 80.13 Crs in FY18 against a loss of Rs. 39.18 Crs in FY17. Key Financial Indicators Particulars (Amt in Rs. Crs) FY17 (Audited) FY18 (Audited) Total Operating Income 17.80 18.12 EBITDA 0.83 -2.85 PAT -39.18 -80.13 Tangible Networth -350.98 -434.10 th 2 18 ​ Feb 2019 ​ Rating History for the last three years: (including withdrawn/suspended ratings) Instrument/F Sr. No. Current Rating (Year 2019) Rating History acility Amount Rating Type (Rs in Cr) Aug 2018 July 2017 May 2016 BWR BBB+ BWR BBB+ (SO) BWR BBB+ (SO) BWR BBB+ (SO) (Pronounced (SO) (Pronounced (Pronounced as BWR as BWR (Pronounced as BWR Triple B Plus) Triple B Plus) as BWR Triple 1 Term Loan Long Term 150.00 Triple B (Structured (Structured B Plus) Plus) Obligation) Obligation) (Structured (Structured Credit Watch With Credit Watch Obligation) Obligation) negative implications With Outlook- Outlook- Developing Stable Stable implications Total 150.00 (INR One Hundred Fifty Crores Only) Hyperlink/Reference to Applicable Criteria ● General Criteria ● Approach to Financial Ratios ● Structured Obligation Instruments Analytical Contacts Media Bal Krishna Piparaiya [email protected] Senior Director - Ratings Relationship Contact [email protected] [email protected] Phone: 1-860-425-2742 For print and digital media The Rating Rationale is sent to you for the sole purpose of dissemination through your print, digital or electronic media. While it may be used by you acknowledging credit to BWR, please do not change the wordings in the rationale to avoid conveying a meaning different from what was intended by BWR. BWR alone has the sole right of sharing (both direct and indirect) its rationales for consideration or otherwise through any print or electronic or digital media. Note on complexity levels of the rated instrument: BWR complexity levels are meant for educating investors. The BWR complexity levels are available ​ ​ at www.brickworkratings.com/download/ComplexityLevels.pdf Investors queries can be sent to ​ ​ ​ ​ [email protected]. ​ About Brickwork Ratings th 3 18 ​ Feb 2019 ​ Brickwork Ratings (BWR), a SEBI registered Credit Rating Agency, has also been accredited by RBI and empaneled by NSIC, offers Bank Loan, NCD, Commercial Paper, MSME ratings and grading services. NABARD has empaneled Brickwork for MFI and NGO grading. BWR is accredited by IREDA & the Ministry of New and Renewable Energy (MNRE), Government of India. Brickwork Ratings has Canara Bank, a Nationalized Bank, as its promoter and strategic partner. BWR has its corporate office in Bengaluru and a country-wide presence with its offices in Ahmedabad, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, Mumbai and New Delhi along with representatives in 150+ locations. BWR has rated debt instruments/bonds/bank loans, securitized paper of over ₹ 9,30,000 Cr. In addition, BWR has rated about 5000 MSMEs. Also, Fixed Deposits and Commercial Papers etc. worth over ₹19,700 Cr have been rated. Brickwork has a major presence in rating of nearly 100 cities. DISCLAIMER Brickwork Ratings (BWR) has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. BWR has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. BWR does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by BWR should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and BWR shall not be liable for any losses incurred by users from any use of this report or its contents. BWR has the right to change, suspend or withdraw the ratings at any time for any reasons. th 4 18 ​ Feb 2019 ​.