Hathway Cable & Datacom Limited — Capital/Financing Update 2021

Apr 23, 2021

April 23, 2021

To

The Managing Director National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India

Dear Sir/ Madam,

Sub: Proposed offer for sale of the equity shares of face value of ₹ 2 each ("Equity Shares") of Hathway Cable & Datacom Limited ("Hathway / Company") by Jio Content Distribution Holdings Private Limited ("Seller 1"), Jio Internet Distribution Holdings Private Limited ("Seller 2") and Jio Cable and Broadband Holdings Private Limited ("Seller 3"), being part of the promoter & promoter group of the Company. Seller 1, Seller 2 and Seller 3 are together referred to as the "Sellers".

SEBI, vide circular number CIR/MRD/DP/18/2012 dated July 18, 2012 has issued comprehensive guidelines on offer for sale of shares by promoters through stock exchange mechanism, as amended and updated by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/17/2013 dated May 30, 2013,circular number CIR/MRD/DP/24/2014 dated August 8, 2014, circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016, circular number CIR/MRD/DP/65/2017 dated June 27, 2017 and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") and Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation – circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019, (together with SEBI OFS Circular, the "SEBI Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 01, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no. 51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI Circulars, the "OFS Guidelines").

The Sellers propose to sell an aggregate of up to 20,54,43,340 Equity Shares of the Company ("Offer Shares"), representing 11.61% of the issued, subscribed and fully paid-up equity share capital of the Company) on April 26, 2021, ("T day") (for non-Retail Investors only) and on April 27, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allocated bids from T day) through a separate, designated window of BSE Limited ( "BSE") and the National Stock Exchange of India Limited ("NSE"), by way of an offer for sale through the stock exchange mechanism in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the "Offer"). The BSE and NSE are together referred to as the "Stock Exchanges". BSE has been identified as the designated stock exchange by the Sellers.

In this connection, we wish to avail the Offer for Sale facility provided by the NSE for offering shares based on the OFS Guidelines. Accordingly, please find enclosed all the requisite documents and undertakings as required by NSE in connection with the Offer.

The Sellers have appointed Morgan Stanley India Company Private Limited and Axis Capital Limited as the 'Sellers' Brokers'. The Offer shall be undertaken exclusively through the Sellers' Brokers. The Sellers have already deposited the Offer Shares with the NSE Clearing Corporation Limited being the clearing corporation of NSE.

Enclosed:

• 1. Seller's undertaking for usage of exchange's OFS platform and OFS related information as per NSE Circular dated June 30, 2020 including Annexure 1, 1(A) and 1(B).
• 1. Notice dated April 23, 2021 to Stock Exchange pursuant to SEBI Circulars.

Thanking You,

Yours sincerely,

For Jio Content Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

For Jio Internet Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

M. Sundar Director DIN: 00433686

April 23, 2021

To,

The Managing Director National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India

Dear Sir/ Madam,

Sub: Proposed offer for sale of the equity shares of face value of ₹ 2 each ("Equity Shares") of Hathway Cable & Datacom Limited ("Hathway / Company") by Jio Content Distribution Holdings Private Limited ("Seller 1"), Jio Internet Distribution Holdings Private Limited ("Seller 2") and Jio Cable and Broadband Holdings Private Limited ("Seller 3"), being part of the promoter & promoter group of the Company. Seller 1, Seller 2 and Seller 3 are together referred to as the "Sellers".

SEBI, vide circular number CIR/MRD/DP/18/2012 dated July 18, 2012 has issued comprehensive guidelines on offer for sale of shares by promoters through stock exchange mechanism, as amended and updated by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/17/2013 dated May 30, 2013,circular number CIR/MRD/DP/24/2014 dated August 8, 2014,circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016, circular number CIR/MRD/DP/65/2017 dated June 27, 2017 and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") and Section 21 of Chapter 1of the Master Circular for Stock Exchange and Clearing Corporation – circular no. SEBI/HO/MRD/DP/CIR/P/117dated October 25, 2019, (together with SEBI OFS Circular, the "SEBI Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 01, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no. 51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI Circulars, the "OFS Guidelines").

The Sellers propose to sell an aggregate of up to 20,54,43,340 Equity Shares of the Company ("Offer Shares"), representing 11.61% of the issued, subscribed and fully paid-up equity share capital of the Company) on April 26, 2021, ("T day") (for non-Retail Investors only) and on April 27, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allocated bids from T day) through a separate, designated window of BSE Limited ( "BSE") and the National Stock Exchange of India Limited ("NSE"), by way of an offer for sale through the stock exchange mechanism in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the "Offer"). The BSE and NSE are together referred to as the "Stock Exchanges".

In this connection, we, the Sellers, wish to avail the offer for sale facility provided by the NSE for offering shares based on the OFS Guidelines. We, therefore, request you to kindly allow us to use the NSE screen-based facilities and oblige. Please find attached details regarding the Offer as enclosed in Annexure 1.

The Sellers undertake to comply with all terms and condition of the OFS Guidelines and any other circular issued by the Stock Exchanges in this regard from time to time, as also any other requirement as may be specified from time to time by SEBI.

For providing the above-mentioned services, the Sellers shall pay the applicable fees and taxes net of discounts if any.

The Sellers shall execute, sign, and subscribe, to such documents, papers, agreements, covenants, bonds and/or undertakings as may be required by the NSE from time to time.

Thanking You,

Yours sincerely,

For Jio Content Distribution Holdings Private Limited

For Jio Internet Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

Hariharan Mahadevan Director DIN: 07036483

M. Sundar Director DIN: 00433686

Annexure-1

	Information needed from the Sellers and/or the issuer for the Offer.
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Sr. No.	Details required to be mentioned in	Particulars of the Offer
	the Notice
1.	Name of the Sellers(Promoter /Promoter Group)	(i)JioContentDistributionHoldingsPrivateLimited;
		(ii) JioInternetDistributionHoldingsPrivateLimited; and
		(iii) JioCableandBroadbandHoldingsPrivateLimited
2.	Name of the company whose sharesare proposed to be sold and ISIN	Name: Hathway Cable & Datacom LimitedISIN: INE982F01036
3.	Name of the stock exchange whereorders shall be placed	BSE and NSE
4.	Nameofthedesignatedstockexchange	BSE Limited
5.	Name of the designated clearingcorporation	NSE Clearing Limited
6.	Dates and time of the opening andclosing of the Offer	The Offer shall take place on a separate window of theStock Exchanges on April 26, 2021 ("T" day) and April 27,2021 ("T+1" day), from 9:15 a.m. to 3:30 p.m. (IndianStandard Time) on both days, as per details given below.
		For non-Retail Investors (defined below)
		Only non-Retail Investors shall be allowed to place theirbids on T day during trading hours, i.e., April 26, 2021.While placing their bids, non-Retail Investors may indicatetheir willingness to carry forward their un-allocated bids toT+1 day for allocation to them in the unsubscribed portionof Retail Category (defined below);
		The Offer shall take place during trading hours on aseparate window of the Stock Exchanges on T day, i.e., April26, 2021 commencing at 9:15 a.m. and shall close at 3:30p.m. Indian Standard Time on the same date.
		Those non-Retail Investors who have placed their bids on Tday and have chosen to carry forward their bids to T+1 day,shall be allowed to carry forward and also revise their bidson T+1 day as per the OFS Guidelines.

Sr. No.	Details required to be mentioned in	Particulars of the Offer
	the Notice
		For Retail Investors (defined below) and for non-RetailInvestors who choose to carry forward their un-allocatedbids from T Day to T+1 Day
		The Offer shall continue to take place during trading hourson a separate window of the Stock Exchanges on T+1 day,i.e., April 27, 2021, commencing at 9:15 a.m. and shall closeon the same date at 3:30 p.m. Indian Standard Time on thesame date.
		Only Retail Investors (defined below) shall be allowed toplace their bids on T+1 day, i.e., April 27, 2021. Further,those non-Retail Investors who have placed their bids on Tday and have chosen to carry forward their unallocated bidsto T+1 day, shall be allowed to revise their bids on T+1 dayas per the OFS Guidelines.
7.	Allocation methodology	The allocation shall be at or above the Floor Price (definedbelow) on a price priority basis at multiple clearing prices inaccordance with the OFS Guidelines.
		Indicative price for the non-Retail Category shall bedisplayed separately. There shall be no indicative price forthe Retail Category.
		No single bidder, other than mutual funds registered withSEBI under the SEBI (Mutual Funds) Regulations, 1996, asamended ("Mutual Funds") and insurance companiesregistered with the Insurance Regulatory and DevelopmentAuthority under the Insurance Regulatory and DevelopmentAuthority Act, 1999 as amended ("Insurance Companies"),shall be allocated more than 25% of the Offer Shares.
		Non-Retail Category Allocation Methodology
		The non-Retail Investors shall have an option to carryforward their un-allocated bids from T day to T+1 dayprovided such non-Retail Investors choosing to carryforward their un-allocated bids to T+1 day are required toindicate their willingness to carry forward their un-allocatedbids. Further, such non-Retail Investors can also revise theirbids on T+1 day in accordance with the OFS Guidelines.
		The allocation to the non-Retail Investors shall be at a priceequal to the Cut-Off Price or higher as per the bids.
		A minimum of 25% of the Offer Shares shall be reserved for

Sr. No.	Details required to be mentioned in	Particulars of the Offer
	the Notice
		Mutual Funds and Insurance Companies, subject to receiptof valid bids at or above the Floor Price (defined below). Inthe event of any under subscription by Mutual Funds andInsurance Companies, the unsubscribed portion shall beavailable to other bidders in the non-Retail Category.
		In case of oversubscription in the non-Retail Category onT+1 day, if the aggregate number of Offer Shares bid for at aparticular clearing price is more than available quantity,then the allocation for such bids will be done on aproportionate basis.
		Retail Category Allocation Methodology
		For the purpose of this Notice, Retail Investor shall mean anindividual investor who places bids for Offer Shares of totalvalue of not more than ₹200,000 aggregated across StockExchanges ("Retail Investor").
		10% of the Offer Shares shall be reserved for allocation toRetail Investors ("Retail Category"). The Stock Exchangeswill decide the quantity of Offer Shares eligible tobeconsidered in the Retail Category, based on the Floor Price(defined below) declared by the Sellers.
		A Retail Investor may bid at any price above the Floor Priceand/or bid at a "Cut-Off Price". "Cut-Off Price" means thelowest price, as shall be determined, at which the OfferShares are sold in the non-Retail Category, based on all validbids received on T day.
		In case of oversubscription in the Retail Category, if theaggregate number of Offer Shares bid for at a particularclearing price / Cut-Off Price, as the case may be, is morethan the available number of Equity Shares at such price,then the allocation for such bids will be done on aproportionate basis.
		If the Retail Category is fully subscribed, bids by RetailInvestors below the Cut-Off price shall be rejected. If theRetail Category is not fully subscribed at Cut-Off price, pricebids received in the Retail Category will also be eligible forallocation, provided the relevant price bids are not less thanthe Floor Price.
		Any unsubscribed portion of the Retail Category, after

allotment to Retail Investors, shall be eligible for allocation

Sr. No.	Details required to be mentioned in	Particulars of the Offer
	the Notice
		to non-Retail Investors who have chosen to carry forwardtheir un-allocated bids to T+1 day. The non-Retail Investorsare required to indicate their willingness to carry forwardtheir bid on T day.
8.	Total number of Equity Shares beingoffered in the Offer	Up to 20,54,43,340Equity Shares, representing up to11.61% of the total paid up equity share capital of theCompany
9.	Maximum number of shares theSellers may choose to sell over andabove made at point 8 above	Not applicable
10.	Name of the broker(s) on behalf ofthe Sellers (the "Sellers' Brokers")	Morgan Stanley India Company Private Limited;(BSE: 0457and NSE: 10542); and
		Axis Capital Limited (BSE: 6105 and NSE: 13872)(together, the "Sellers' Brokers").
		Morgan Stanley India Company Private Limited (BSE:0457and NSE: 10542) will be acting as the Settlement Broker onbehalf of the Sellers' Brokers.
11.	Floor Price	The floor price for the Offer shall be ₹21.50 (Rupees Twentyone and fifty paise only) per Equity Share ("Floor Price").
12.	Conditions for withdrawal of theOffer	The Sellers reserve the right to not proceed with the Offerat any time prior to the time of opening of the Offer on Tday. In such a case, there shall be a cooling off period of 10trading days from the date of withdrawal before anotheroffer for sale through stock exchange mechanism is made.The Stock Exchanges shall suitably disseminate details ofsuch withdrawal.
13.	Conditions for cancellation of theOffer	In the event that sufficient demand from Non-Retail Investorsat or above the Floor Price on T day is not received, theSellers reserve the right to cancel the Offer (for both nonRetail Investors and Retail Investors), post bidding in full on Tday and not proceed with the Offer on T+1 day.
		In case of defaults in settlement obligations, the Sellersreserve the right to either conclude the Offer, to the extent ofvalid bids received, or cancel the Offer in full. In such cases,the decision to either accept or reject the Offer shall be at thesole discretion of the Sellers. The Sellers would jointly takedecision in this regard.
		The Sellers shall notify to the Stock Exchange(s) its intentionfor cancellation of the offer post bidding latest by 5 pm on Tday.
14.	Conditions for participating in the	1.Non-institutional investors bidding in the non-Retail

Sr. No.	Details required to be mentioned in		Particulars of the Offer
	the Notice
	Offer		Category shall deposit 100% of the bid value in cashup-front with the clearing corporation at the time ofplacing bids for the Offer.
		2.	Non-institutional investors have an option of placingbidswithoutanyupfrontpayment.Incaseofinstitutional investors who place bids with 100% of thebid value deposited upfront, custodian confirmationshall be provided within trading hours. In case ofinstitutionalinvestorswhoplacebidswithoutdepositing 100% of the bid value upfront, custodianconfirmation shall be as per the existing rules forsecondary market transactions and OFS Guidelines.
		3.	In respect of bids in the Retail Category, margin forbids placed at the Cut-Off Price, shall be at the FloorPrice and for price bids at the value of the bid. Clearingcorporation shall collect margin to the extent of 100%of order value in cash or cash equivalents at the timeof placing bids. Pay-in and pay-out for bids by RetailInvestors shall take place as per normal secondarymarket transactions.
		4.	Retail Investors may enter a price bid or opt for biddingat the Cut-Off Price.
		5.	The funds collected shall neither be utilized against anyother obligation of the trading member nor co-mingledwith other segments.
		6.	Individual investors shall have the option to bid in theRetail Category and/ or the non-Retail Category.However, if the cumulative bid value by an individualinvestor across the Retail Category and the non-RetailCategory exceeds ₹200,000, the bids in the RetailCategorywillbecomeineligible.Further,ifthecumulative bid value by an individual investor in theRetail Category across BSE and NSE exceeds ₹200,000,such bids shall be rejected.
		7.	Modification or cancellation of orders
			(a)Orders placed by Retail Investors ((with 100%of the bid value deposited upfront) can bemodified or cancelled any time during thetrading hours on T+1 day.

Sr. No.	Details required to be mentioned in		Particulars of the Offer
	the Notice
			(b)Orders placed by institutional investors and bynon-institutional investors, with 100% of thebid value deposited upfront: Such orders can bemodified or cancelled any time during thetrading hours on T day, and in respect of anyun-allocated bids which they have indicated tobe carried forward to T+1 day, orders can bemodified on T+1 day in accordance with theOFS Guidelines;
			(c)Orders placed by institutional investors withoutdepositing 100% of the bid value upfront: Suchorders cannot be modified or cancelled by theinvestors or stock-brokers, except for makingupward revision in the price or quantity anytime during the trading hours on T day, and inrespect of any un-allocated bids which theyhave indicated to be carried forward to T+1day, orders can be modified (only by makingupward revision in the price or quantity) on T+1day in accordance with the OFS Guidelines.
			In case of any permitted modification or cancellation ofthe bid, the funds shall be released / collected on areal-time basis by the clearing corporation.
		8.	Bidder shall also be liable to pay any other fees, as maybe levied by the Stock Exchanges, including securitiestransaction tax, exchange turnover charges, SEBI feesand applicable stamp duty.
		9.	Multiple orders from a single bidder shall be permitted,subject to the conditions prescribed in paragraph 6above.
			10. In case of default in pay-in by any bidder, an amountaggregating to 10% of the order value shall be chargedas penalty from the investor and collected from thebroker. This amount shall be credited to the InvestorProtection Fund of the Stock Exchange.
			11. The Equity Shares of the Company other than the OfferShares shall continue trading in the normal market.However, in case of market closure due to incidence ofbreach of "Market wide index-based circuit filter", theOffer shall also be halted.

Sr. No.	Details required to be mentioned in		Particulars of the Offer
	the Notice
15.	Settlement	1.	Settlement shall take place on a trade for trade basis.For bids received from non-Retail Category on T day,beingnon-institutionalinvestorsandinstitutionalinvestors who place orders with 100% of the ordervalue deposited upfront, settlement shall take place onT+1 day, in accordance with the OFS Guidelines. In thecase of institutional investors who place bids on T daywithout depositing 100% of the order value upfront,settlement shall be as per the existing rules forsecondary market transactions (i.e., on T+2 day).
		2.	For the bids received on T day from non-RetailInvestors who choose to carry forward their unallocated bids to T+1 day with 100% of the order valuedeposited upfront, the settlement shall take place onT+2 day.
		3.	For the bids received on T+1 day from the RetailCategory, the settlement shall take place on T+3 day.
		4.	Orders placed by Retail Investors can be modified orcancelled any time during the trading hours on T+1 day;and
		5.	For the bids received on T day from the non-RetailInvestors who choose to carry forward their unallocated bids to T+1 day without depositing 100% ofthe order value upfront, the settlement shall take placeon T+3 day.

Thanking You,

Yours sincerely

For Jio Content Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

For Jio Internet Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

M. Sundar Director DIN: 00433686

Annexure 1(A)

To The National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India

Dear Sir/ Madam,

Sub: Proposed offer for sale of the equity shares of face value of ₹ 2 each ("Equity Shares") of Hathway Cable & Datacom Limited ("Hathway / Company") by Jio Content Distribution Holdings Private Limited ("Seller 1"), Jio Internet Distribution Holdings Private Limited ("Seller 2") and Jio Cable and Broadband Holdings Private Limited ("Seller 3"), being part of the promoter & promoter group of the Company. Seller 1, Seller 2 and Seller 3 are together referred to as the "Sellers".

The Sellers intend to make an offer for Sale ("Offer") of an aggregate of up to 20,54,43,340 Equity Shares of the Company, representing 11.61% of the total issued, subscribed and fully paid-up equity share capital of the Company ("Offer Shares") on April 26, 2021, ("T day") (for non-Retail Investors only) and on April 27, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors who choose to carry forward their un-allocated bids from T day) through a separate, designated window of the BSE Limited ( "BSE") and the National Stock Exchange of India Limited ("NSE"), by way of an offer for sale through the stock exchange mechanism in accordance with the circular number CIR/MRD/DP/18/2012 dated July 18, 2012 notified by SEBI pertaining to comprehensive guidelines on offer for sale of shares through the stock exchange mechanism as amended by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/ 17 /2013 dated May 30, 2013, circular number CIR/MRD/DP/24/2014 dated August 8, 2014,circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016,circular number CIR/MRD/DP/65/2017 dated June 27, 2017,and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") and Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation – circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019, issued by SEBI, (together with SEBI OFS Circular, the "SEBI Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 01, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no. 51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI Circulars, the "OFS Guidelines"). The BSE and NSE are together referred to as the "Stock Exchanges".

The Offer is being undertaken by the Sellers for achieving the minimum public shareholding in the Company, as prescribed under Rule 19(2)(b) and Rule 19A of the Securities and Contract Regulation (Rules), 1957 and Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Sellers are eligible to participate in the Offer and sell the Offer Shares by way of an offer for sale through the stock exchange mechanism in terms of the OFS Guidelines.

Thanking You,

Yours sincerely,

For Jio Content Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

For Jio Internet Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

M. Sundar Director DIN: 00433686

Annexure 1(B)

To The National Stock Exchange of India Limited Exchange Plaza Plot No. C/1, G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051 Maharashtra, India

Dear Sir/ Madam,

Sub: Proposed offer for sale of the equity shares of face value of ₹ 2 each ("Equity Shares") of Hathway Cable & Datacom Limited ("Hathway / Company") by Jio Content Distribution Holdings Private Limited ("Seller 1"), Jio Internet Distribution Holdings Private Limited ("Seller 2") and Jio Cable and Broadband Holdings Private Limited ("Seller 3"), being part of the promoter & promoter group of the Company. Seller 1, Seller 2 and Seller 3 are together referred to as the "Sellers".

The Sellers propose to sell an aggregate of up to 20,54,43,340 Equity Shares of the Company ("Offer"), representing 11.61% of the issued, subscribed and fully paid-up equity share capital of the Company) on April 26, 2021, ("T day") (for non-Retail Investors only) and on April 27, 2021 ("T+1 day") (for Retail Investors and for non-Retail Investors, including who choose to carry forward their un-allocated bids from T day) through a separate, designated window of BSE Limited ( "BSE") and the National Stock Exchange of India Limited ("NSE"), by way of an offer for sale through the stock exchange mechanism in accordance with the circular number CIR/MRD/DP/18/2012 dated July 18, 2012 notified by SEBI pertaining to comprehensive guidelines on offer for sale of shares through the stock exchange mechanism as amended by circular number CIR/MRD/DP/04/2013 dated January 25, 2013, circular number CIR/MRD/DP/ 17 /2013 dated May 30, 2013, circular number CIR/MRD/DP/24/2014 dated August 8, 2014, circular number CIR/MRD/DP/32/2014 dated December 1, 2014, circular number CIR/MRD/DP/12/2015 dated June 26, 2015, circular number CIR/MRD/DP/36/2016 dated February 15, 2016,circular number CIR/MRD/DP/65/2017 dated June 27, 2017, and circular number SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("SEBI OFS Circular") and Section 21 of Chapter 1 of the Master Circular for Stock Exchange and Clearing Corporation – circular no. SEBI/HO/MRD/DP/CIR/P/117 dated October 25, 2019, issued by SEBI, (together with SEBI OFS Circular, the "SEBI Circulars"), read with (a) "Revised Operational Guidelines for Offer for Sale (OFS) Segment" issued by BSE by way of its notice bearing no. 20200701-27 and dated July 01, 2020 and, to the extent applicable, the previous notices issued by BSE in this regard; and (b) "Offer for Sale- Introduction of Interoperability" issued by NSE by way of its circular bearing no. 51/2020 and dated June 30, 2020 and, to the extent applicable, the previous circulars issued by NSE in this regard (together with the SEBI Circulars, the "OFS Guidelines"). The BSE and NSE are together referred to as the "Stock Exchanges".

The Sellers hereby jointly and severally confirm that they or any promoter or entity forming part of the promoter group of the Company:

• a. have not purchased and/or sold any Equity Shares during the period of 12 weeks preceding the Offer except by way of OFS notice dated March 25, 2021; and
• b. shall not buy/sell shares of the Company for a period of 12 weeks from the closure of the Offer as prescribed by SEBI in the SEBI OFS Circular, except as permitted in the SEBI OFS Circular.

Thanking You,

Yours faithfully,

Yours sincerely,

For Jio Content Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

For Jio Internet Distribution Holdings Private Limited

Hariharan Mahadevan Director DIN: 07036483

M. Sundar Director DIN: 00433686