History of UTV Software Communications Ltd.

We were incorporated as `United Software Communications Private limited' on June 22, 1990; under the Companies Act, 1956 as a Private Limited Company. Subsequently, we became a deemed Public Limited Comp. & the word Private was deleted on November 27, 1995. We were renamed as `UTV Software Communications Limited' with effect from March 19, 1998.

At the time of incorporation in 1990, we were primarily engaged in the production of television content for Doordarshan & also production of ad films. In 1992, with the entry of satellite TV, ZEE TV commissioned us for producing content of around 250 hours wherein we became one of largest content providers. Around the same time, we also expanded into the businesses of In-flight Entertainment programming & dubbing. In 1993, we ventured into the business of acquiring programs from outside producers & marketing airtime on their programs. In 1995, we launched India first daily soap titled `Shanti'.

In May 1995, we acquired 54.60% stake in Laezer Production Private Limited in order to enter into the area of postproduction. Laezer Production Private Limited was incorporated on January 29,1982. On becoming a deemed Public Limited Company, the word `Private' was deleted on November 27, 1995. Subsequent to the acquisition of 54.60% stake by us, Laezer Production Limited was renamed as United Studios Limited in December 1995. At that point of time United Studios Limited [USLs] was engaged in the business of providing post production facilities to television software houses, private producers & advertisers.

In 1996, Disney contracted us to dub its library into Indian languages. In 1996, our In-flight Entertainment division, which was hitherto catering to Air India only, also started catering to other international airlines.

In 1998, our subsidiary USL took over Ram Mohan Biographies, a well-known animation production house pioneered by Mr. Ram Monan, one of leading animation artistes in the country. The animation division in USL was originally called RM-USL & thereafter was rechristened as UTV Toons & remained as a division of USL.

We diversified into Broadcasting, by acquiring controlling interest in Vijay Television Limited in November 1998. Vijay Television Limited was incorporated on May 30,1996 & operated Vijay TV, a 24-hour Tamil language channel out of Chennai. Udayar family of Chennai initially controlled Vijay Television as 'GEC' channel since 1992. In 1995, United Breweries Group acquired the operational control of channel & the name was changed to Vijay TV. We acquired the controlling interest from United Breweries Group.

In 1995-96, we ventured into movie distribution business.

In 2000, we incorporated a group Comp. called UTV Net Solutions limited [UTVNets] in which we held an 86 % stake. UTVNet was in the business of Internet content creation & aggregation, Indian regional language portals [with dual language contents] & leveraging of our audio/video library rights for Internet usage. In 2000, UTVNet started the business of broadband content aggregation under the brand name 'sharkstream.com', through its subsidiary Sharkstream.com Pte. Ltd., Singapore.

Since 2000-01, we initiated a corporate restructuring exercise in order to consolidate our holdings in certain group companies & subsidiaries. The objective of these exercises was to maximize shareholder value, remove conflict of interest & build a powerful combined entity that would be involved in various aspects of entertainment business.

As a part of consolidation plan, during 2000-01, we augmented our share capital by swap of shares from Shareholders of group companies. In consideration of these swaps we issued 4,804,824 equity shares of Rs.5 each [Equivalent to 2,402,212 Equity Shares efface value of Rs 10 eachs].

At 31 March 2000, we owned 54.55% of issued equity capital of United Studios Limited & had agreed to acquire the balance 45.45% stake in United Studios Limited under a swap arrangement, subject to receipt of regulatory approvals. Subsequently, on receipt of regulatory approvals in August 2000, UTV acquired the balance 45.45% issued capital of USL, whereby USL became a wholly owned subsidiary of company. Pursuant to the shareholders approval granted at the court & the order of Bombay High Court sanctioning the scheme of Amalgamation of USL with our Comp. on December 13,2000['the scheme's], the assets & liabilities of USL were transferred to & vested in our Comp. with effect from the appointed date, i.e. April 1,2000. We issued 1,681,624 shares of face value of Rs 5 per share at a premium of Rs 85 per share [Equivalent to 840,812 Equity Shares of face value of Rs 10 each at a premium of Rs 170 per share s] for acquiring 4,204,090 shares of USL pursuant to the scheme of amalgamation.

During August 2000, we acquired 1,869,159 equity shares of UTV International [Singapores] Pte limited [UTVISs] from Media Ventures India Limited & Unilazer Hongkong Limited [then UTV International Limiteds] through a share swap. The purchase consideration of Rs 23.63 crores was determined by directors of respective companies & was discharged by issue of 2,024,000 fully paid shares of Rs. Beach at premium of Rs 111.73 per share [Equivalent to 1,012,000 Equity Shares of face value of Rs 10 each at a premium of Rs, 223.46 per shares], i.e. each share of UTVIS was valued at Rs 126.4 under the swap arrangement. We further acquired 53,171 shares of UTVIS for cash. The total investment in this Comp. was Rs.25.96 crores. In 2002-03, we further invested in 315,000 equity shares & 4,092,595 preference shares of UTVIS. However, due to depressed global economy in 2001-02, there was a slow down in the operations of UTVIS & the value of our investment was diminishing significantly. In 2001-02 we decided to write off our investment in this Comp. against the share premium account, pursuant to a scheme approved by Hon'ble High Court, Mumbai, vide its order dated March 8,2002 [the said Orders], for utilization of share premium Acc. to write off investments in the subsidiary companies. In 2001-02 & 2002-03, we wrote off investments of Rs 25.96 crores & Rs. 11.81 crores, respectively, against the share premium account, pursuant to the said Order.

Simultaneously, during August 2000, we made UTV International Holdings Limited, BVI [UTVIHs]a 100% subsidiary by acquiring 250,000 shares from Unilazer Hongkong Limited, through a share swap, for a consideration of Rs 1.03 crores. The purchase consideration was determined by directors of respective companies & was discharged through issue of 88,000 fully paid shares of Rs 5 each of our Comp. at a premium of Rs 111.73 per share [Equivalent to 44,000 Equity Shares efface value of Rs 10 each at a premium of Rs. 223.46 per shares]. During 2001-02 & 2002-03, we further invested in 3,884,000 preference shares of UTVIH. Due to the diminishing value of our investment, as stated earlier, in 2001-02 & 2002-03, we wrote off investments of Rs 1.03 crores & Rs. 17.06 crores, respectively, against the share premium account, pursuant to the said Order,

During the year 2001, we acquired the balance 80% stake in Vijay Television Private Limited represented by 9,640,000 equity shares for a purchase consideration of Rs 69.52 million. The consideration was discharged by issue of 771,200 shares of Rs 5 each at a premium of Rs 85 per share [Equivalent to 385,600 Equity Shares of face value of Rs 10 each at a premium of Rs. 170 per shares]. Subsequently, in 2001-02 we entered into a joint venture with SVJ Holdings Limited [Mauritiuss] [SVJs], an affiliate of Star India Private Limited, allowing SVJ to acquire 51% equity in Vijay Television Private Limited by subscribing to 1,99,24,000 equity shares at par for a total amount of Rs 19,92,40,000/-. This arrangement was approved by our Board of Directors & Shareholders at the Board of Directors meeting held on April 27,2001 & the Extra-Ordinary General Meeting held on May 21, 2001 respectively.

During March 2000, we acquired 99.99% of equity of UTVNet against transfer of Internet rights of our library programs. In April 2000, UTVNet issued 86,956 equity shares to a venture capital firm for Rs 8.60 crores for cash & also some equity to key employees resulting in dilution of our stake to 85.37% with a total investment value of Rs 11.23 crores. During the year 2001-02, we acquired the balance 14.63% stake in UTVNet by acquisition of 50,100 shares in cash held by an employee for Rs 20 lakhs & acquisition of 86,956 shares from a private investor, against issue of 150,000-equity shares of Rs 5 each of our Comp. at par [Equivalent to 75,000 Equity Shares efface value of Rs 10 each at pars], & merged UTVNet into our Comp. pursuant to the said Order. As a result of this, Sharkstream.com Pte limited a subsidiary of UTVNet became a subsidiary of our Comp. with effect from October 1, 2001.

In 2002-03, we acquired the studio business of Western Outdoor Media Technologies Limited [WOMTLs] in order to attain leadership position in Post Production, Special Effects & Animation business. The Honourable High Court of Mumbai approved the Scheme of Arrangement with effect from March 1, 2003. The Studio operations of WOMTL were thus merged with our post-production business. Pursuant to this Scheme, 182,932 shares of Rs 5 each of our Comp. [Equivalent to 91,466 Equity Shares of face value of Rs 10 eachs] were issued to the erstwhile shareholders of WOMTL.

In 2002-03, we reviewed our entire business & found that operations of UTVIS & Sharkstream.com Pte Ltd were not viable on a continuous basis. Accordingly, we sold our entire holdings in both the companies without any consideration to M/s Logic Plastic Private limited

During 2003-04, we decided to restructure post-production business in order to re-focus on our core strength of content production. Accordingly, through a scheme of restructuring approved by Hon'ble High Court, Mumbai on February 20, 2004, we hived off our post-production & 2D animation business in favour of United Entertainment Solutions Private Limited [UESPLs], consequently holding 99.98% equity in UESPL.

On August 4,2004, we sold our 43.89% equity in Vijay Television Private Limited to STAR Group against a consideration of Rs.3150 lakhs which has been received by us. As a result, Vijay Television Private Limited ceases to be our joint venture. Out of said inflow, Rs. 1000 lakhs has been used to repay short term borrowing from IDBI Bank Limited & the balance has been used to reduce existing working capital drawdowns. On August 26,2004 we also sold our holding in Media Capital Comp. [Indias] Limited for a consideration of Rs. 2 lakhs which has been received by us. 2005

-The initial public offering [IPOs] of UTV Software Communications Ltd, an integrated media & entertainment company, closed on Saturday with a total demand for 26.35 times the issue size of approximately 70 lakh shares. The Comp. received bids for about 18.5 crore shares. The size of issue was Rs 91 crore at the upper end [Rs 130s] & Rs 80.5 crore at the lower end [Rs 115s] of price band.

-UTV Software Communications Ltd has announced that the Comp. & ASTRO, Malaysia - the largest DTH & Pay TV Operator in the region, has entered into a Joint Venture [JVs] to launch two kids channel in South East Asia

-UTV Software and UTV Toonz enters into Animation deal with BKN New Media, New York