Zee Entertainment Enterprises Ltd. — Proxy Solicitation & Information Statement 2022

Sep 9, 2022

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9[th] September 2022

To, The Listing Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001 BSE Scrip Code Equity: 505537

The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 NSE Symbol: ZEEL EQ

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Meeting of the equity shareholders of Zee Entertainment Enterprises Limited (‘Company’) convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench to consider and approve the Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited (Transferor Company No. 1), Bangla Entertainment Private Limited (Transferor Company No. 2) with Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited) (Transferee Company) and their respective shareholders and creditors (‘Scheme’)

This is in continuation to our letter dated 7[th] September 2022, informing that the Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated 24[th] August 2022, has inter-alia, directed the Company to convene a meeting of the equity shareholders of the Company (“ Meeting ”) through Video Conferencing or other Audio-Visual Means (“ VC / OAVM ”) on Friday, 14[th] October 2022 at 4:00 p.m. (IST), to consider and approve the subject Scheme.

We hereby enclose a copy of the notice convening the Meeting along with the explanatory statement and other annexures which are being sent to the equity shareholders of the Company (“ Notice ”).

The Company shall provide the facility of remote e-voting and e-voting during the Meeting to the equity shareholders of the Company in respect of the resolution to be passed at the Meeting. The remote e-voting will commence on Monday, 10[th] October 2022 at 9.00 a.m. (IST) and will end on Thursday, 13[th] October 2022 at 5:00 p.m. (IST). All persons whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e., Friday, 7[th] October 2022 shall be entitled to avail the facility of remote e-voting or of e-voting during the Meeting. The details for participating and attending the meeting through VC/OAVM and on the manner in which equity shareholders of the Company may cast their vote through remote e-voting or e-voting during the Meeting have been set out in the Notice.

The Notice, along with the explanatory statement and other annexures, is being sent through electronic mode to the equity shareholders whose e-mail IDs are duly registered with the

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Company or the depositories while a physical copy of the Notice is being sent to all the other equity shareholders.

The Notice, along with its annexures, is also being made available on the website of the Company at www.zee.com and on the website of NSDL at www.evoting.nsdl.com.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Zee Entertainment Enterprises Limited

ASHISH RAMESH AGARWAL

Digitally signed by ASHISH RAMESH AGARWAL DN: c=IN, postalCode=400064, st=MAHARASHTRA, l=MUMBAI, o=Personal, serialNumber=2d484d33b95e6004b8529e3fc7 50f2413e1a7b7b01ecb532e879129f4a45d565, pseudonym=f38c751bdfc14aa38a63c7ad5e46 df79, 2.5.4.20=ea7f99dc0155641b85ecdcc49c924ce5 930564419007ce8d80bcbfc5a6d03fc5, email=ASHISH.AGARWAL@ZEE.COM, cn=ASHISH RAMESH AGARWAL Date: 2022.09.09 13:05:41 +05'30'

Ashish Agarwal Company Secretary FCS6669

Encl: As above

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ZEE ENTERTAINMENT ENTERPRISES LIMITED Corporate Identification Number: L92132MH1982PLC028767 Registered Office: 18[th] Floor, ‘A’ Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai – 400013. Tel: +91 22 7106 1234 / Fax: +91 22 2300 2107; Email: shareservice@zee.com; Website: www.zee.com

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF ZEE ENTERTAINMENT ENTERPRISES LIMITED PURSUANT TO ORDER DATED AUGUST 24, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

UMBAI BENCH
Day	Friday
Date	October 14,2022
Time	4.00 p.m.
Mode of Meeting	In view of the ongoing COVID-19 pandemic and related social distancing norms, as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, the meeting shall be conducted through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

REMOTE E-VOTING AND E-VOTING AT THE MEETING:

REMOTE E-VOTING AND E-VOTING AT THE MEETING:	REMOTE E-VOTING AND E-VOTING AT THE MEETING:
Cut-off date for E-voting	Friday, October 07, 2022
Remote e‐voting date and time	Start: Monday, October 10, 2022, at 09:00 a.m. (IST) End:Thursday, October 13,2022, at 05:00 p.m. (IST)
E-voting at the Meeting	As may be instructed by the Chairperson of the Meeting during the proceedings of the Meeting.

INDEX

• Sr. Contents Page No. No. 1. Notice of the Hon’ble National Company Law Tribunal convened meeting of 4 the equity shareholders of Zee Entertainment Enterprises Limited (the “Company ” or “ Transferor Company 1 ”) under the provisions of Sections 230-232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ Notice ”).

• Explanatory Statement under Sections 230-232 read with Section 102 and other 21 applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

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3. Annexure 1
59
Composite Scheme of Arrangement amongst Zee Entertainment Enterprises
Limited (“ Transferor Company 1 ”), Bangla Entertainment Private Limited
(“ Transferor Company 2 ”) with Culver Max Entertainment Private Limited
(formerly, Sony Pictures Networks India Private Limited) (“ Transferee
Company ”) and their respective shareholders and creditors (“ Scheme ”).
4. Annexure 2
139
Copy of order passed by the Hon’ble National Company Law Tribunal, Mumbai
Bench, in Company Scheme Application No. C.A(CAA) 204/2022 dated August
24, 2022.
5. Annexure 3
155
Copy of consolidated and standalone unaudited financial statements of Zee
Entertainment Enterprises Limited for the quarter ended on June 30, 2022.
6. Annexure 4
169
Copy of unaudited financial statements of Bangla Entertainment Private Limited
for the quarter ended on June 30, 2022.
7. Annexure 5
174
Copy of consolidated and standalone unaudited financial statements of Culver
Max Entertainment Private Limited (formerly, Sony Pictures Networks India
Private Limited) for the quarter ended on June 30, 2022.
8. Annexure 6
189
Copy of Share Entitlement Ratio Report dated December 21, 2021, issued by
GT Valuation Advisors Private Limited, Registered Valuer.
9. Annexure 7A
202
Copy of fairness opinion report dated December 21, 2021, issued by Duff &
Phelps India Private Limited, SEBI Registered Category 1 Merchant Banker.
10. Annexure 7B
210
Copy of fairness opinion report dated December 21, 2021, issued by ICICI
Securities Limited, SEBI Registered Merchant Banker.
11. Annexure 8
214
Copies of reports adopted by the Board of Directors of Zee Entertainment
Enterprises Limited, Bangla Entertainment Private Limited, and Culver Max
Entertainment Private Limited (formerly, Sony Pictures Networks India Private
Limited) as per the provisions of Section 232(2)(c) of the Companies Act, 2013.
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12. Annexure 9 235
Details of ongoing adjudication, recovery proceedings, and prosecution
initiated, and all other enforcement action taken against the Company, its
promoters, and directors of the Company.
13. Annexure 10
243
Copies of observation letters both dated July 29, 2022, issued to Zee
Entertainment Enterprises Limited by the BSE Limited and the National Stock
Exchange of India Limited.
14. Annexure 11
251
Copies of complaints reports dated March 10, 2022, and July 28, 2022, submitted
to the BSE Limited and complaints report dated February 24, 2022, and July 29,
2022, submitted to the National Stock Exchange of India Limited by Zee
Entertainment Enterprises Limited.
15. Annexure 12 263
Certificate issued by the Statutory Auditor of Culver Max Entertainment Private
Limited (formerly, Sony Pictures Networks India Private Limited) certifying
that the accounting treatment proposed in the Scheme is in conformity with the
accounting standards prescribed under Section 133 of the Companies Act, 2013.
16. Annexure 13
269
The shareholding of the promoters of the Transferee Company after the
effectiveness of the Scheme.
17. Annexure 14
270
Abridged prospectus of unlisted entities i.e., Bangla Entertainment Private
Limited, and Culver Max Entertainment Private Limited (formerly, Sony
Pictures Networks India Private Limited) in the specified format. under
applicable law.
Dated this September 9, 2022
Place - Mumbai
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For Zee Entertainment Enterprises Limited Sd/Suhail Nathani (Chairperson appointed for the meeting)

Registered Office: 18[th] Floor, ‘A’ Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai – 400013.

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FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY SCHEME APPLICATION NO. C.A.(CAA) – 204/2022

In the Matter of the Companies Act, 2013 (18 of 2013) And

In the Matter of Application under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016;

And

In the matter of Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited, Bangla Entertainment Private Limited with Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited) and their respective shareholders and creditors

Zee Entertainment Enterprises Limited

Company registered under the Companies Act, 1956 Having its registered office at: 18[th] Floor, ‘A’ Wing, Marathon Futurex, NM Joshi Marg, Lower Parel, Mumbai - 400013, India CIN: L92132MH1982PLC028767

….. Transferor Company 1/ Applicant Company

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF ZEE ENTERTAINMENT ENTERPRISES LIMITED, THE TRANSFEROR COMPANY 1

To, The Equity Shareholders of Zee Entertainment Enterprises Limited

NOTICE is hereby given that by an order dated August 24, 2022, the Hon’ble Mumbai Bench of the National Company Law Tribunal (“ NCLT” / “Hon’ble Tribunal ”) in Company Scheme Application No. C.A(CAA) 204/2022 (“ Order ”) has directed a meeting of the equity shareholders of Zee Entertainment Enterprises Limited (“ Applicant Company ” or “ Transferor Company 1 ” or “ Company ”) to be held for the purpose of considering, and if thought fit, approving the proposed Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited, Bangla Entertainment Private Limited (“ Transferor Company 2 ” or “ BEPL ”) with Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited) (“ Transferee Company ” or “ SPNI ”) and their respective shareholders and creditors (“ Scheme ”) under sections 230 to 232 and other applicable sections of the Companies Act, 2013 ( “the Act ”).

In pursuance of the said Order and as directed therein, notice is hereby given that a meeting of the equity shareholders of the Company will be held through video conferencing (“ VC ”) / other audiovisual means (“ OAVM ”) on Friday, October 14, 2022 at 4:00PM to consider and, if thought fit, to pass the following resolution(s) for approval of the Scheme by requisite majority as prescribed under

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Section 230(1) and (6) read with Section 232(1) of the Act; the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (as amended) (“ SEBI Merger Circular ”) (“ Meeting ”) and following the operating procedures referred General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 02/2021 dated January 13, 2021, 21/2021 dated December 14, 2021 and 3/2022 dated May 05, 2022, issued by Ministry of Corporate Affairs (“ MCA ”) (collectively referred to as “ MCA Circulars ”) read with Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by Securities and Exchange Board of India (“ SEBI ”) (“ SEBI Circular ”):

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act read with relevant rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”), and in accordance with the provisions of the Memorandum of Association and the Articles of Association of the Company and applicable regulations of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and circulars issued thereunder read with the observation letters both dated July 29, 2022 issued by the BSE Limited and the National Stock Exchange of India Limited and subject to the sanction by the Hon’ble Tribunal, as may be applicable and any other regulatory approvals, consents, no objections, confirmations, permissions, sanctions, exemptions, as may be required under applicable laws, regulations, guidelines, and subject to such conditions and modifications as may be deemed appropriate, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Hon’ble Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this resolution), the Composite Scheme of Arrangement amongst the Transferor Company 1, the Transferor Company 2, the Transferee Company and their respective shareholders and creditors, providing inter-alia for the following:

• (a) sub-division of the share capital of the Transferee Company and issuance and allotment of bonus shares by way of a bonus issue;

• (b) issue of (i) 26,49,56,361 (Twenty Six Crores Forty Nine Lakhs Fifty Six Thousand Three Hundred and Sixty One) equity shares of the Transferee Company, to the existing shareholders of the Transferee Company, against the infusion of INR 79,48,69,08,300 (Indian Rupees Seven Thousand Nine Hundred Forty Eight Crore Sixty Nine Lakh Eight Thousand and Three Hundred) by way of rights issue; and (ii) 3,67,10,306 (Three Crore Sixty Seven Lakh Ten Thousand and Three Hundred and Six) equity shares of the Transferee Company, to Sunbright International Holdings Limited (formerly known as Essel Holdings Limited), a promoter entity in Mauritius (“ Essel Mauritius ”) and to Sunbright Mauritius Investment Limited, a wholly owned subsidiary of Essel Mauritius, against the infusion of INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety One Thousand and Eight Hundred) by way of a preferential issue, in each case, immediately prior to the amalgamation of the Transferor Company 1 and the Transferor Company 2 with and into the Transferee Company, becoming effective;

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• (c) the amalgamation of the Transferor Company 1 with and into the Transferee Company, and the consequent issue of 85 (Eighty-Five) fully paid-up equity shares of INR 1 (Indian Rupee One) of the Transferee Company to the shareholders of the Transferor Company 1 for every 100 (Hundred) fully paid-up equity shares of INR 1 (Indian Rupee One) held by such shareholders of the Transferor Company 1;

• (d) the amalgamation of the Transferor Company 2 with and into the Transferee Company and the consequent issue of 133 (One Hundred and Thirty-Three) fully paid-up equity shares of INR 1 (Indian Rupee One) of the Transferee Company to the shareholders of the Transferor Company 2 for every 10 (Ten) fully paid-up equity shares of INR 10 (Indian Rupees Ten) held by such shareholders of the Transferor Company 2;

• (e) dissolution without winding up of the Transferor Company 1 and the Transferor Company 2;

• (f) conversion of the Transferee Company into a ‘public company’ and the consequent amendment of the Memorandum of Association and Articles of Association of the Transferee Company;

• (g) transfer of the authorized share capital from the Transferor Company 1 and the Transferor Company 2 to the Transferee Company;

• (h) listing of the equity shares of the Transferee Company on the BSE Limited and the National Stock Exchange of India Limited;

• (i) payment of an aggregate amount of USD equivalent of INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety-One Thousand and Eight Hundred) by SPE Mauritius Investments Limited to Essel Mauritius towards non-compete obligations;

• (j) appointment of Mr. Punit Goenka as the Managing Director and the Chief Executive Officer of the Transferee Company on terms set out in the Scheme and such other terms as may be agreed between Mr. Punit Goenka and the Transferee Company; and

• (k) amendment of the Articles of Association of the Transferee Company

be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem expedient, desirable, appropriate or necessary to give effect to the aforementioned resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever (subject to and in accordance with the provisions of the Scheme), and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/ or imposed by the Hon’ble Tribunal while sanctioning the Scheme or by any authorities under law or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper without being required to seek any further approval of the equity shareholders to the end and intent that the equity shareholders shall be deemed to have given their approval thereto expressly by authority under the aforementioned and this resolution and the Board be and is hereby further authorized to execute such further deeds, documents and writings that may

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be considered necessary, make necessary filings and carry out any or all activities for the purpose of giving effect to these resolutions.”

TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230 read with Section 108 of the Act; Rule 6 of the CAA Rules; (ii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iii) Regulation 44 and other applicable provisions of the SEBI Listing Regulations, as amended; (iv) the SEBI Merger Circular, read with applicable circulars issued by SEBI in this regard from time to time, the Company has provided the facility and option of voting on the resolution for approval of the Scheme by casting votes through (a) e‐voting system available during the Meeting through VC/ OAVM; and (b) through remote electronic voting (“ Remote E-voting ”) during the period commencing from Monday, October 10, 2022 at 09:00 a.m. (IST) to Thursday, October 13, 2022 at 05:00 p.m. (IST) (“ Remote E-voting Period ”). The Remote E-voting module shall be disabled by National Securities Depository Limited (“ NSDL ”) for voting thereafter. There shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of the COVID19 pandemic.

TAKE FURTHER NOTICE THAT NSDL will be providing the facility for voting through Remote E-voting, for participation in the Meeting through VC/OAVM Facility and E-voting at the Meeting. The procedure for participating in the Meeting through VC/OAVM forms part of this notice.

TAKE FURTHER NOTICE THAT each equity shareholder can opt for only one mode of voting i.e., either E-voting at the Meeting or through Remote E-voting. In case of equity shareholder cast votes by Remote E-voting, as aforesaid, the concerned equity shareholder will nevertheless be entitled to attend the Meeting and participate in the discussions in the Meeting but will not be entitled to vote again during the Meeting. In case of equity shareholders exercising their right to vote via both modes, i.e., casting of vote by Remote E-voting and at the Meeting, then vote cast through Remote E-voting shall prevail over voting by the said equity shareholder at the Meeting and the vote cast at the Meeting shall be treated as invalid. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently. The instructions E-voting at the Meeting and Remote E-voting are appended to the notice. In case of Remote E-voting, the votes should be cast in the manner described in the instructions during the Remote E-voting Period.

TAKE FURTHER NOTICE THAT since the Meeting of the equity shareholders is being held as per the directions of the Hon’ble Tribunal and in accordance with the SEBI Circular through VC/OAVM, physical attendance of shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Members shall not be available for the Meeting or any adjournment thereof, if any, and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

TAKE FURTHER NOTICE THAT in pursuance of Sections 112 and 113 of the Act, authorized representatives of the equity shareholders may be appointed for the purpose of voting through Remote E-voting, for participation in the Meeting through VC/OAVM facility and E-voting at the Meeting, if an authority letter/power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to vote and attend the Meeting through VC/OAVM on its behalf, along with the attested specimen signature of the duly authorized signatory who are authorized to vote, is emailed to Company Secretary of the Company at shareservice@zee.com, the Scrutinizer at vinita@vinodkothari.com

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with a copy marked to evoting@nsdl.com not later than 48 (forty eight) hours before the time for holding the Meeting. Kindly refer to Notes below for further details on the voting procedure.

TAKE FURTHER NOTICE THAT a person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the National Securities Depository Limited (NSDL) /Central Depository Services (India) Limited (CDSL) (collectively referred to as “ Depositories ”) as on the cut-off date, i.e., Friday, October 07, 2022 (“ Cut-off Date ”) only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the Meeting. The voting rights of the equity shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on cut-off date. The equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system during the Meeting. A person who is not an equity shareholder of the Company as on the Cut-off Date, should treat the notice for information purpose only.

TAKE FURTHER NOTICE THAT the Hon’ble Tribunal has appointed Mr. Suhail Nathani, Managing Partner, Economic Laws Practice and failing him, Mr. Jeenendra Bhandari, PartnerMGB & Co LLP (Membership no. 105077) and failing him, Mr. Ashish Agarwal, Company Secretary (Membership no. FCS6669) and Compliance Officer of the Transferor Company 1 as the Chairperson for Meeting. The Hon’ble Tribunal has appointed Ms. Vinita Nair (Membership No. F10559), Senior Partner, M/s Vinod Kothari & Co., Company Secretaries as Scrutiniser to scrutinize the voting during the Meeting and Remote E-voting process in a fair and transparent manner.

The results of the voting shall be announced by the Chairperson or a person authorized by the Chairperson within two (2) working days of the conclusion of the Meeting upon receipt of Scrutinizer’s report and the same shall be displayed on the website of the Company viz. www.zee.com and on the website of NSDL viz. www.evoting.nsdl.com, being the agency appointed by the Company to provide the E-voting facility to the equity shareholders. The result will simultaneously be communicated to the BSE Limited and the National Stock Exchange of India Limited.

The equity shareholders opting to cast their votes by Remote E-voting and voting during the Meeting are requested to read the instructions in the Notes below carefully. In case of Remote E-voting, the votes should be cast in the manner described in the instructions by 5:00 p.m. (IST) on October 13, 2022. Responses received after the said time will be treated as invalid.

At least one independent director and the statutory auditors of the Company (or his/her authorized representative who is qualified to be an auditor) shall also attend the Meeting through VC/OAVM.

A copy of the Scheme, Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act, Rule 6 of the CAA Rules and the SEBI Listing Regulations read with the SEBI Merger Circular along with all annexures to such statement are enclosed herewith.

A copy of this notice will be placed on the Company’s website viz. www.zee.com and will also be available on the website of NSDL at www.evoting.nsdl.com, being the agency appointed by the Company to provide the E-voting and other facilities for convening the Meeting, and websites of the BSE Limited and the National Stock Exchange of India Limited. The copy of the notice can be obtained by emailing the Company Secretary of the Company at shareservice@zee.com.

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In accordance with the provisions of Sections 230 to 232 of the Act, the SEBI Listing Regulations read with the SEBI Merger Circular, the Scheme shall be considered approved by the equity shareholders (which includes public shareholders) only if, (a) the requisite majorities in number and value of such classes of members as may be directed by the Hon’ble Tribunal or any other competent authority, as may be applicable, approving the Scheme; (b) the votes cast by the public shareholders of the Transferor Company 1 in favour of the Scheme being more than the number of votes cast by the public shareholders of the Transferor Company 1 against the Scheme; and (c) the public shareholders of the Transferor Company 1 have approved the Scheme by way of an ordinary resolution and all ‘interested persons’ as understood in terms of the SEBI Listing Regulations have abstained from voting in the relevant meeting of the members approving the Scheme.

The Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Hon’ble Tribunal and such other approvals, permissions, and sanctions of regulatory or other authorities, as may be necessary and as contemplated in the Scheme.

In accordance with the Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI) read with MCA Circulars and clarification/guidance on applicability of Secretarial Standards – 1 and 2 dated April 15, 2020, issued by the ICSI, the proceedings of the Meeting shall be deemed to be conducted at the registered office of the Company which shall be the deemed venue of the Meeting. Since the Meeting will be held through VC/OAVM, the Route Map is not annexed to this notice.

Dated this September 9, 2022 Place – Mumbai

For Zee Entertainment Enterprises Limited

Sd/Suhail Nathani (Chairperson appointed for the meeting)

Registered Office:

18[th] Floor, ‘A’ Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai – 400013.

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NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

General instructions for accessing and participating in the Meeting through VC Facility and - voting through electronic means including Remote E voting:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench ( “NCLT” / “Hon’ble Tribunal ”) vide its order dated August 24, 2022 (“ Order ”), the meeting of the equity shareholders of Zee Entertainment Enterprises Limited (“ Meeting ”) is being convened on Friday, October 14, 2022, at 4:00 PM (IST) through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) facility to transact the business set out in the notice convening this Meeting.

2. In accordance with the directions of the Hon’ble Tribunal vide order dated August 24, 2022 read with and in compliance with Circular No.14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020 and Circular No. 33/2020 dated September 28, 2020, Circular No. 29/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021 and Circular No. 3/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs, Government of India (“ MCA Circulars ”) and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) read with SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India (“ SEBI Merger Circular ”) and in compliance with the provisions of the Companies Act, 2013 (“ Act ”) and rules thereto, the Meeting of the Company is being conducted through VC/OAVM facility, as directed by the Hon’ble Tribunal, which does not require physical presence of Members at a common venue.

3. The Company has provided the facility and option of voting on the resolution for approval of the Scheme by casting votes through (a) E‐voting system available during the Meeting through VC/ OAVM (“ Insta Poll ”); and (b) through remote electronic voting (“ Remote E-voting ”) during the period commencing from Monday, October 10, 2022, at 09:00 a.m. (IST) to Thursday, October 13, 2022, at 05:00 p.m. (IST) (“ Remote E-voting Period ”). The Remote E-voting module shall be disabled by National Securities Depository Limited (“ NSDL ”) for voting thereafter. Once the vote on a resolution is cast by an equity shareholder (“ Member(s) ” or “ Equity Shareholder(s) ”), the Member shall not be allowed to change it subsequently. Kindly refer note given below for procedure for voting by the respective modes, as aforesaid.

4. NSDL will be providing the facility for voting through Remote E-voting, for participation in the Meeting through VC/OAVM facility and E-voting at the Meeting.

5. Each Member can opt for only one mode of voting i.e., either E-voting at the Meeting or through Remote E-voting. In case a Member casts votes by Remote E-voting, as aforesaid, the concerned Member will nevertheless be entitled to attend the Meeting and participate in the discussions in the Meeting but will not be entitled to vote again during the Meeting. In case of Members exercising their right to vote via both modes, i.e., casting of vote by Remote E-voting and also at the Meeting, then vote cast through Remote E-voting shall prevail over voting by the said Member at the Meeting and the vote cast at the Meeting shall be treated as invalid. The instructions for E-voting at the Meeting and Remote E-voting are appended to the notice. In case of Remote E-voting, the votes should be cast in the manner described in the Notice under the heading instructions for members for Remote E-voting period.

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1. The deemed venue for the Meeting shall be the registered office of the Company. The resolution shall be deemed to be passed on the date of the Meeting, i.e., on October 14, 2022 subject to the receipt of requisite number of votes in favour of the resolution.

2. Members may note that the VC/OAVM facility provided by NSDL allows participation of at least 1,000 Members on a first-come-first-served basis. The large shareholders (i.e., shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the respective Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the Meeting without any restriction on account of first-come first-served principle.

3. Members may join the Meeting through VC/OAVM facility by following the procedure as mentioned below which shall be opened for the Members 15 minutes before the time scheduled to start the Meeting The Members will be able to view the proceedings on NSDL’s E-voting website at www.evoting.nsdl.com.

4. Attendance of the Members participating in the Meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. In case the said stated quorum is not present at the Meeting, the Meeting shall be adjourned for 30 minutes, thereafter, the equity shareholders present shall be deemed to constitute the quorum.

5. The recorded transcript or video proceeding of the Meeting will be uploaded by the Company on its website www.zee.com.

6. The Explanatory Statement under Sections 230-232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”), the SEBI Listing Regulations read with the SEBI Merger Circular and other applicable provisions, if any, setting out all material facts and reason for the proposed resolution along with all annexures is annexed hereto and forms part of the notice.

7. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the NSDL /Central Depository Services (India) Limited (CDSL) (collectively referred to as “ Depositories ”) as on the cut-off date, i.e., Friday, October 07, 2022 (“ Cut-off Date ”) only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the notice and attend the Meeting. The voting rights of Equity Shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on cut-off date. A person who is not an Equity Shareholder of the Company as on the Cut-off Date, should treat the notice for information purpose only.

8. Members are informed that in case of joint holders attending the Meeting, only such joint holder whose name stands first in the Register of Members of the Company / list of beneficial owners as received from Depositories in respect of such joint holding will be entitled to vote.

9. Since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Companies Act, 2013 will not be available for the said Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this notice. However, in pursuance of Section 112 and 113 of the Act, authorized representatives of the Members may be appointed

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for the purpose of voting through Remote E-voting, for participation in the Meeting through VC/OAVM facility and E-voting at the Meeting, if an authority letter/power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to vote and attend the Meeting through VC/OAVM on its behalf along with the attested specimen signature of the duly authorized signatory who are authorized to vote is emailed to the Company Secretary at shareservice@zee.com, the scrutinizer at vinita@vinodkothari.com with a copy marked to evoting@nsdl.com not later than 48 (forty-eight) hours before the time for holding the Meeting.

1. The notice, explanatory statement along with annexures thereto is being sent to all the shareholders whose names appear in the register of members/ list of beneficial owners maintained by the Depositories as on Friday, August 26, 2022 (“ Dispatch Cut-off Date ”):

2. (a) through electronic mode to the Equity Shareholders whose e-mail IDs are registered with depositories; and

3. (b) through registered post or courier, physically, to the Equity Shareholders whose email IDs are not registered with depositories.

4. The notice convening the Meeting shall be published through an advertisement in the newspaper “Business Standard” in English language and “Navshakti” in the Marathi language, both having wide circulation in Maharashtra.

The Instructions for Members for Remote E-Voting and Joining the Meeting are as Under

1. Voting Through Electronic Means

• (a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations, and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the Meeting will be provided by NSDL.

• (b) The Remote E-voting Period begins on October 10, 2022, at 9:00 a.m. (IST) and ends on October 13, 2022, at 5:00 p.m. (IST). The Remote E-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the Cut-off Date i.e., October 07, 2022, may cast their vote electronically. The voting right of the Equity Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being October 07, 2022. Those Members, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolutions through Remote E-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system during the Meeting.

• (c) The Hon’ble Tribunal has appointed Ms. Vinita Nair (Membership No. F10559), Senior Partner, M/s Vinod Kothari & Co., Company Secretaries as scrutinizer to scrutinize the voting during the Meeting and remote e-voting process in a fair and transparent manner.

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• (d) The Members who have cast their vote by Remote E-voting prior to the Meeting may also attend/ participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again.

• (e) The voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date.

• (f) Any person, who acquires equity shares of the Company and becomes a Member of the Company after sending of the Notice and holding equity shares as of the Cut-off Date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of individual shareholders holding securities in demat mode who acquire equity shares of the Company and become a Member of the Company after sending of the Notice and holding equity shares as of the Cut-off Date i.e., October 07, 2022, may follow steps mentioned in the Notice of the Meeting under “Access to NSDL e-Voting system”.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

- Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of circular issued by SEBI dated December 09, 2020, on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Equity shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

Login method for individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section. This will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on

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• company name or e-Voting service provider i.e., NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the Remote E-voting Period or joining virtual meeting and voting during the meeting.

• If you are not registered for IDeAS e-Services , option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your user ID (i.e., your sixteen-digit demat account number hold with NSDL), password/OTP and a verification code as shown on the screen. After successful authentication, you will be redirected to NSDL depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the Remote E-voting Period or joining virtual meeting and voting during the meeting.

• Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual 1. Existing users who have opted for Easi / Easiest, they can login through Shareholders their user ID and password. Option will be made available to reach holding securities e-Voting page without any further authentication. The URL for users to in demat mode login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login with CDSL or www.cdslindia.com and click on New System Myeasi.

• After successful login of Easi/Easiest the user will be also able to see the E voting menu. The menu will have links of e-Voting service provider i.e., NSDL. Click on NSDL to cast your vote.

• If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

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Individual Shareholders (holding securities in demat mode) login through their depository participants	4.	Alternatively, the user can directly access e-Voting page by providing demat account number and PAN number from a link in www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile and email ID as recorded in the demat account. After successful authentication, user will be provided links for the respective ESP i.e.,NSDLwhere the e-Voting is in progress.
	You can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see e-voting option. On clicking the e-voting option, you will be redirected to NSDL/CDSL depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e., NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the Remote E-voting Period or joining virtual meeting & voting during the meeting.

Important note : Members who are unable to retrieve user ID/ Password are advised to use ‘Forget User ID’ and ‘Forget Password’ option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Logintype		Helpdesk details
Individual shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or022-23058542-43

Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your password/OTP and a verification code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

1. Your User ID details are given below.

Your User ID details are given below.
Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than individual shareholders are given below:

2. (a) If you are already registered for e-voting, then you can user your existing password to login and cast your vote.

3. (b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. (c) How to retrieve your ‘initial password’?

5. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email IDs are not registered.

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1. If you are unable to retrieve or have not received the “Initial Password” or have forgotten your password:

2. (a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. (b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. (c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name, and your registered address etc.

5. (d) Members can also use the OTP (One Time Password) based login at www.evoting.nsdl.com for casting their votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, home page of e-Voting will open

- Step 2: Cast your vote electronically/ join virtual meetings on NSDL e voting system.

- How to cast your vote electronically and join Meeting on NSDL e voting

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle, and the Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the Remote E-voting Period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Equity Shareholders

1. Institutional shareholders, bodies corporate etc. (i.e. other than individuals, HUF, NRI etc.) are required to send legible scanned certified true copy (PDF/JPG Format) of the relevant Board Resolution/ Power of Attorney/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the scrutinizer by e- mail vinita@vinodkothari.com or shareservice@zee.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders, bodies corporate (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to at evoting@nsdl.co.in

Process for those Equity Shareholders whose email IDs are not registered with the - depositories for procuring user ID and password and registration of e mail ids for e voting for the resolutions set out in this notice

1. In case shares are held in physical mode please provide folio number, name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to shareservice@zee.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to shareservice@zee.com. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 i.e., login method for e-voting and joining virtual meetings for individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user ID and password for e-voting by providing above mentioned documents.

4. In terms of circular dated December 09, 2020, issued by SEBI on e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Equity

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shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

The instructions for members for e-voting on the day of the Meeting are as under

1. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the Meeting.

3. Members who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for remote e-voting.

Instructions for members for attending the Meeting through VC/OAVM are as under

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under ‘Join meeting’ menu against company name. You are requested to click on VC/OAVM link placed under ‘Join General Meeting’ menu. The link for VC/OAVM will be available in shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and password for e-voting or have forgotten the User ID and password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through laptops for better experience.

3. Further, Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

5. Equity Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email ID, mobile number at shareservice@zee.com. The same will be replied by the company suitably.

6. The Members can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), promoters, institutional

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investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, auditors etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.

1. Members who need assistance before or during the Meeting, can contact NSDL officials at evoting@nsdl.co.in and 1800-222-990 and 1800 22 44 30.

2. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at shareservice@zee.com from September 30, 2022 (9:00 a.m. IST) to October 03, 2022 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.

Other Instructions

1. The scrutinizer shall, immediately after the conclusion of voting at the Meeting, first count the votes cast during the Meeting, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the Meeting, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairperson or a person authorized by him in writing, who shall countersign the same.

2. The result declared along with the scrutinizer’s report shall be placed on the Company’s website www.zee.com and on the website of NSDL www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

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FORM NO. CAA 2 [Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO. C.A.(CAA) – 204/2022

In the Matter of the Companies Act, 2013 (18 of 2013) And

In the Matter of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 And In the matter of Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited, Bangla Entertainment Private Limited with Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited) and their respective shareholders and creditors

Zee Entertainment Enterprises Limited Company registered under the Companies Act, 1956 Having its registered office at: 18th Floor, ‘A’ Wing, Marathon Futurex, NM Joshi Marg, Lower Parel, Mumbai – 400013, India CIN: L92132MH1982PLC028767

Transferor Company 1/ Applicant Company

EXPLANATORY STATEMENT UNDER SECTIONS 230 TO 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“EXPLANATORY STATEMENT”)

1. PARTIES INVOLVED IN THIS SCHEME

• (a) Zee Entertainment Enterprises Limited referred to as “ Applicant Company ” or “ Transferor Company 1 ” or “ Company ”.

• (b) Bangla Entertainment Private Limited referred to as “ Transferor Company 2 ” or “ BEPL ”.

• (c) Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited) referred to as “ Transferee Company ” or “ SPNI ”.

The above companies together are referred to as “Parties” or “the Companies involved in this Scheme”. Capital terms not defined herein and used in the notice (“ Notice ”) and this Explanatory Statement shall have the meaning as ascribed to them in the Scheme. A copy of the Scheme setting out in detail the terms and conditions of the arrangement is attached to this Explanatory Statement and forms part of this Explanatory Statement as Annexure 1 .

2. MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

• (a) This is an Explanatory Statement accompanying the Notice convening the meeting of the equity shareholders of the Transferor Company 1 for the purpose of their consideration and if

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thought fit, approving, the proposed Composite Scheme of Arrangement amongst the Transferor Company 1, the Transferor Company 2, the Transferee Company and their respective shareholders and creditors (“ Scheme ”) under Sections 230-232, and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”), whereby and whereunder the Scheme inter-alia provides for the following:

• i. sub-division of the share capital of the Transferee Company and issuance and allotment of bonus shares by way of a bonus issue;

• ii. issue of (i) 26,49,56,361 (Twenty Six Crores Forty Nine Lakhs Fifty Six Thousand Three Hundred and Sixty One) equity shares of the Transferee Company, to the existing shareholders of the Transferee Company, against the infusion of INR 79,48,69,08,300 (Indian Rupees Seven Thousand Nine Hundred Forty Eight Crore Sixty Nine Lakh Eight Thousand and Three Hundred) by way of rights issue; and (ii) 3,67,10,306 (Three Crore Sixty Seven Lakh Ten Thousand and Three Hundred and Six) equity shares of the Transferee Company, to Sunbright International Holdings Limited (formerly known as Essel Holdings Limited), a promoter entity in Mauritius (“ Essel Mauritius ”) and to Sunbright Mauritius Investment Limited, a wholly owned subsidiary of Essel Mauritius, against the infusion of INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety One Thousand and Eight Hundred) by way of a preferential issue, in each case, immediately prior to the amalgamation of (x) the Transferor Company 1 with and into the Transferee Company, and (y) the Transferor Company 2 with and into the Transferee Company, becoming effective;

• iii. the amalgamation of the Transferor Company 1 with and into the Transferee Company, and the consequent issue of 85 (Eighty-Five) fully paid-up equity shares of INR 1 (Indian Rupee One) of the Transferee Company to the shareholders of the Company for every 100 (Hundred) fully paid-up equity shares of INR 1 (Indian Rupee One) held by such shareholders of the Company;

• iv. the amalgamation of the Transferor Company 2 with and into the Transferee Company and the consequent issue of 133 (One Hundred and Thirty-Three) fully paid-up equity shares of INR 1 (Indian Rupee One) of the Transferee Company to the shareholders of BEPL for every 10 (Ten) fully paid-up equity shares of INR 10 (Indian Rupees Ten) held by such shareholders of the Transferor Company 2;

• v. dissolution without winding up of the Company and the Transferor Company 2;

• vi. conversion of the Transferee Company into a ‘public company’ and the consequent amendment of the memorandum of association and articles of association of the Transferee Company;

• vii. transfer of the authorized share capital from the Transferor Company 1 and the Transferor Company 2 to the Transferee Company;

• viii. listing of the equity shares of the Transferee Company on the BSE Limited and the National Stock Exchange of India Limited;

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• ix. Payment of an aggregate amount of USD equivalent of INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety-One Thousand and Eight Hundred) by SPE Mauritius Investments Limited to Essel Mauritius towards noncompete obligations;

• x. appointment of Mr. Punit Goenka as the Managing Director and the Chief Executive Officer of the Transferee Company on terms set out in the Scheme and such other terms as may be agreed between Mr. Punit Goenka and the Transferee Company; and

• xi. amendment of the Articles of Association of the Transferee Company.

• (b) Pursuant to an Order dated August 24, 2022 passed by the Mumbai Bench of the National Company Law Tribunal ( “NCLT” / “Hon’ble Tribunal ”) in the Company Scheme Application No. C.A.(CAA) – 204/2022 referred to hereinabove (“ Order ”), the meeting of the equity shareholders of the Company is being convened and held for the purpose of considering and, if thought fit, approving the arrangement embodied in the above Scheme on Friday, October 14, 2022 through video conferencing (“ VC”) / other audio-visual means (“OAVM ”). The Company has provided the facility and option of voting on the resolution for approval of the Scheme by casting votes through (a) E‐voting system available during the Meeting (“ Insta Poll” ); and (b) through remote electronic voting (“ Remote E-voting ”) during the period commencing from Monday, October 10, 2022, at 09:00 a.m. (IST) to October 13, 2022, at 05:00 p.m. (IST) (“ Remote E-voting Period ”). The copy of the said Order is enclosed as Annexure 2.

3. PARTICULARS OF THE COMPANIES WHO ARE PARTIES TO THE SCHEME

1. Zee Entertainment Enterprises Limited

• (a) The Transferor Company 1 having corporate identification number L92132MH1982PLC028767, was incorporated on November 25, 1982, under the provisions of the Companies Act, 1956 under the name of “Empire Holding Limited”. The name of the Transferor Company 1 was subsequently changed to “Zee Telefilms Limited”, and a fresh Certificate of Incorporation dated September 08, 1992, was issued pursuant to change in name. The name of the Transferor Company 1 was further changed to its present name i.e., “Zee Entertainment Enterprises Limited” and a fresh Certificate of Incorporation dated January 10, 2007, was issued pursuant to change in name. There has been no change in the name of the Transferor Company 1 during the last five (5) years.

• (b) The registered office of the Transferor Company 1 is situated at 18th Floor, 'A' wing, Marathon Futurex NM Joshi Marg, Lower Parel, Mumbai – 400013. There has been no change in the registered office the Company during the last five (5) years.

• (c) The Transferor Company 1 is a public company within the meaning of the Act. The equity shares of the Transferor Company 1 are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”). The Permanent Account Number of the Transferor Company 1 is AAACZ0243R. The email address is shareservice@zee.com and website is www.zee.com.

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(d) The Transferor Company 1 is inter-alia engaged in the business of TV content development, broadcasting of regional and international entertainment, satellite television channels, movies, music, and digital business. The main objects of the Transferor Company 1 are set out in Clause III (A) of its Memorandum of Association are as under:

1. To invest the capital and other moneys of the Company in the purchase or upon the Security of shares, stocks, debentures, debentures stock, bonds, mortgages obligations, estates, buildings, land business, manufacturing concerns and securities carrying on business in shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and other securities of Commissioners, Trust, Municipal or Local Authority, Government corporation, companies and to carry on business of Underwriters, film financing, hire purchase financing, and to carry on business of financing industrial enterprises, trade and business to carry on the business of leasing Company.

2. To borrow, advance, deposit or lend moneys, securities and property from, to or with such persons and on such terms as may seem expedient, to discount, buy, sell and deal in bills, notes, warrants, coupons, import entitlements and other negotiable or transferable securities or documents, to guarantee or become liable for the payment of money or for the performance of obligations, and generally to transact guarantees and/or Trust business provided the Company shall not carry on Banking business as defined by Banking Regulation Act, 1949 and subject to the provisions of the Act and directives of Reserve Bank of India.

2 (A) To manufacture, buy, sell, import, export, hire, take on lease, to exhibit, distribute and to deal in any other manner in films both of our manufacturer or other manufacture Indian or Foreign, in India or elsewhere, outside India and also to engage agents or representatives for the above or any other purposes of the Company and to remunerate such agents, representatives and cinematographic films and pictures and to engage Directors, Dialogue and Scenarian writer, Film Editors, Story Writers and other persons, Technicians, Engineers, Sound experts, Camera man, Musicians, Art Directors, Artists, Painters, Carpenters and other experts necessary for conducting the business of the Company and to pay remunerate persons so engaged.

(B) To undertake, manage and otherwise engage in the business of Telecommunication, Telecasting, Broadcasting through Satellite, Terrestrial, Cable, Airborne, by hiring, taking on lease, purchase of transponders, Transmitters, microwaves, time slots or such modern means in India and abroad. (i) To buy, sell, procure, commission films and entertainment Software (Programmes) for their exhibition, distribution and dissemination on TV channels be satellite TV channels or terrestrial TV channels or cable channels or through DTH through pay channels using existing and/or emerging technologies, including distribution via internet, or web casting or exhibition in cinema and/or video theatres in all forms, be it as analogue signal or digital signals or through sale of physical material like cassettes including audio cassettes, video cassettes, digital video disc, CD ROM’s etc.

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There has been no change in the object clause of the Transferor Company 1 during the last 5 (five) years.

• (e) The share capital of Transferor Company 1 as on the date of this Notice is as under:

Particulars	**(Amount in INR) **
Authorised Share Capital
2,00,00,00,000Equity Shares of Re.1/-each	2,00,00,00,000
2,10,00,00,000 Bonus Preference Shares of INR 10/- each	21,00,00,00,000
Total	23,00,00,00,000
Issued, Subscribed and Paid-up Share Capital
96,05,19,420 equity shares of Re. 1/- each	96,05,19,420
Total	96,05,19,420

• (f) The details of Promoters and Directors of the Transferor Company 1 as on the date of the Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Address
Promoters
1	Cyquator Media Services PrivateLimited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg,Lower Parel,Mumbai 400013
2	Essel Corporate LLP	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg,Lower Parel,Mumbai 400013
3	Sprit Infrapower & Multiventures Private Limited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400013
4	Essel Infraprojects Limited	513/A, 5thFloor, Kohinoor City, Kirol Road, Kurla (west),Mumbai 400070
5	Essel Media Ventures Limited	Suite 308, St James Court, St Denis Street, Port Louis,Mauritius
6	Sunbright International Holdings Limited (formerly known as Essel HoldingsLimited)	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
7	Essel International Limited	Suite 308, St James Court, St Denis Street, Port Louis,Mauritius
8	Subhash Chandra	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020

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9	Sushila Devi	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
10	Amit Goenka	4 & 5thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
Directors
1	Adesh Kumar Gupta (DIN: 00020403)	701, Tagore Avenue, Tagore Road, Santacruz West Mumbai 400054
2	Punit Goenka (DIN: 00031263)	6 & 7thFloor, Vasant Sagar Properties Pvt Ltd A Road, Opp. Jay Hind College, Churchgate Mumbai 400020
3	Vivek Mehra (DIN: 00101328)	B-314, New Friends Colony, New Delhi- 110025
4	Piyush Pandey (DIN: 00114673)	1stFloor, Krishna Kunj, Road No 5, Off Cadell Road, Mahim, Mumbai 400 016
5	Sasha Gulu Mirchandani (DIN: 01179921)	162, Tahnee Heights, Petit Hall, Napean Sea Road,Mumbai – 400006
6	Rajarangamani Gopalan (DIN: 01624555)	D-256, 3rdFloor Defence Colony, Lajpat Nagar, South Delhi,Delhi 110024
7	Alicia Yi (DIN: 08734283)	72 Grange Road 09-02, Singapore - 249576

• (g) Copy of consolidated and standalone unaudited financial statements of the Transferor Company 1 for the quarter ended on June 30, 2022, are attached hereto as Annexure 3.

2. Bangla Entertainment Private Limited

• (a) Bangla Entertainment Private Limited, having corporate identification number U92199MH2007PTC270854, was incorporated on February 01, 2007, under the provisions of the Companies Act, 1956 under the name of “Bangla Entertainment Private Limited”. There has been no change in the name of the Transferor Company 2 during the last 5 (five) years.

• (b) The Transferor Company 2 shifted its registered office from the State of West Bengal to the State of Maharashtra and Certificate of Registration of the Regional Director’s order for change of Registered Office was issued on December 21, 2015, by the Deputy Registrar of Companies, Mumbai. The current registered office of the Transferor Company 2 is situated at 4[th] Floor, Interface, Building No. 7, Off. Malad Link Road, Malad (West), Mumbai 400 064. There has been no change in the registered office of the Transferor Company 2 during the last 5 (five) years.

• (c) The Transferor Company 2 is a private company within the meaning of the Act and shares of the Transferor Company 2 are not listed on any of the stock exchanges. The

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Permanent Account Number of the Transferor Company 2 is AADCB0467E. The email address Beplsecretarial@setindia.com and website is www.aath.in.

• (d) The Transferor Company 2 is, inter alia , engaged in the business of acquisition, production, distribution, and broadcast of audio-visual content for exploitation of such program services on a worldwide basis. The main objects of the Transferor Company 2 are set out in Clause III (A) of its Memorandum of Association are as under:

“ 1. To carry on all or any of the business of hoisting of Television Channel, Film Production, video production, Telefilm Production, Editing of Film / Video Production, Remixing, Processing of Film / Video Production, Corporation / Ad Film, Audio Production, Graphic, to produce and / or acquire Film / Video / fiction / Non-fiction or any satellite channel In India or abroad.

2. To carry on the business of, computer aided design and drafting, preparation & networking services, technical assistance for information technology of all kinds of news channel, sports channel, cine films, video films, tele films, documentary films, advertising films, tele cartoons, TV serials, slides in all languages.

3. To carry on in India or elsewhere the business to present, produce, arrange, manage, organize, conduct, sponsor, compose, edit, plan, design, exhibit, demonstrate, promote, operate, participate, collaborate and run at national and international level all sorts of shows and modelling, films, programmes of all kinds of sports, lifestyle, fashion show, news and current affairs, song, music, dance, film star, pop star, T.V. channels, websites and for the purpose to engage, book of hire artist, authors, story writers, musicians, models, performer, and other persons and agencies etc. ”

There has been no change in the Object Clause of the Transferor Company 2 during the last 5 (five) years.

• (e) The Share Capital of the Transferor Company 2 as on the date of this Notice is as under:

Particulars	(Amount in INR)
Authorised Share Capital
50,00,000 EquityShares havinga face value of INR 10/-each	5,00,00,000
Total	5,00,00,000
Issued, Subscribed and Paid-up Share Capital
18,06,640Equity Shareshaving aface value of INR 10/-each	1,80,66,400
Total	1,80,66,400

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• (f) The details of the Promoters and the Directors of the Transferor Company 2 as on the date of the Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Address
Promoters
1	South Asian Regional Investments Singapore, Pte. Ltd.	5 Tampines Central 6, #05-10 Telepark, Singapore 529482
2	South Asian Regional Investments Singapore II, Pte.Ltd.	5 Tampines Central 6, #05-10 Telepark, Singapore 529482
Directors
1	Narinder Pal Singh	22, Harshavardhan, 2ndFloor, J. P. Road, Near Aram Nagar, Versova, Andheri (West), Mumbai- 400061
2	Ashok Nambissan	Flat No. 1701, 17thFloor, Anmol Prestige, Excel Estate, 309/10, S.V. Road, Opp. Patel Petrol Pump, Village Pahad, Moti Lal Nagar, Goregaon (West), Mumbai- 400062

• (g) The unaudited financial statements for the quarter ended on June 30, 2022 of the Transferor Company 2 are included in Annexure 4 attached herewith.

3. Culver Max Entertainment Private Limited (formerly, Sony Pictures Networks India Private Limited)

(i) Transferee Company, having corporate identification number U92100MH1995PTC111487 was incorporated on September 18, 1995, under the provisions of the Companies Act, 1956 under the name of “Set India Private Limited”. The name “Set India Private Limited” was subsequently changed to “Set India Limited” with effect from July 01, 1998, which was further changed to “Set India Private Limited” with effect from March 16, 2001. On November 21, 2007, the name of the Transferee Company was changed to “Multi Screen Media Private Limited” in terms of fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai. The name of the Transferee Company was further changed from “Multi Screen Media Private Limited” to “Sony Pictures Networks India Private Limited” in terms of Certificate of Incorporation pursuant to change of name dated December 11, 2015. The name of the Transferee Company was further changed to its present name i.e., “Culver Max Entertainment Private Limited” in terms of Certificate of Incorporation pursuant to change of name dated April 20, 2022.

• (ii) The registered office of the Transferee Company was shifted from the NCT of Delhi to the State of Maharashtra by way of Certificate dated October 23, 1997, issued by the Registrar of Companies, Mumbai. The current registered office of the Transferee

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Company is situated at 4th Floor, Interface, Building No. 7, Off. Malad Link Road, Malad (West), Mumbai 400 064. There has been no change in the registered office of the Transferee Company during the last 5 (five) years.

• (iii) The Transferee Company is a private company within the meaning of the Act and shares of the Transferee Company are not listed on any of the stock exchange. The Permanent Account Number of the Transferee Company is AABCS1728D. The email address is Spnsecretarial@setindia.com and website is www.sonypicturesnetworks.com.

• (iv) The Transferee Company is, inter alia , engaged in the business of, inter alia (a) creating, owning, operating, programming, providing, transmitting, distributing and promoting linear and non-linear non-news program services, including sports program services, delivered by any means primarily to viewers in India and the Indian diaspora globally, and (b) production, exhibition, broadcast, re-broadcast, transmission, retransmission or other exploitation of non-news audio-visual content, including sports content, in any format or in any language spoken in India (including English) for exploitation of such program services. The main objects of the Transferee Company are set out in Clause III (A) of its Memorandum of Association. A few of the main objects as stated in the Memorandum of Association of Transferee Company are as under:

• “ 1. To carry on the business of creating, owning, operating, broadcasting, rebroadcasting, producing, programming, transmitting, re-transmitting, distributing, promoting, exploiting, syndicating, developing, licensing, exhibiting, importing, trading, and streaming through any media, audio or visual or audiovisual content, including without limitation, sports content, video programmes, telefilms, advertisement films, cinematographic films, audio-visual games and games shows, children’s programmes, knowledge based programmes, educational programmes, documentaries, soaps, animation films, chat shows, television, web and other serials in all languages, dramatic and other performances of all kinds whatsoever, live or recorded whether in public or private, through any media, platforms (including any over the top platforms or video on demand service), applications or other technologies now in vogue or which may be developed hereafter or providing any services in connection with the foregoing, including technical, post production, sales and other services in respect of such activities.

2. To set up, establish, construct, acquire, manage, lease, hire purchase, sell or otherwise acquire and to rent or sublet any studios (including animation studios), video and cinematography equipment, cinema houses, theatres, sports arenas and stadiums, concert halls, picture places, entertainment halls and other such places and facilities of whatsoever in nature and purpose, in connection with the activities set out above.

3. To develop human resource by recruiting, educating and employing, bringing up and giving intensive training in various disciplines of broadcasting, streaming, production,, management and marketing techniques of video and audio programmes both live and recorded, audio-visual games and games shows, games and sports of all kinds both indoor and outdoor, telefilms, feature films,

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advertisement films and to invite and employ experts from foreign countries or to send students, trainees, experts, instructors abroad for further training, education, learning, managing, organising, directing, art, skill, method of acting, singing and to do other similar acts.

4. To record, dub, mix, duplicate, distribute, stream, buy, sell, import and export of all kinds of audio-visual programmes including audio-visual games, fantasy games, other games and sports of all kinds both indoor and outdoor, audio and video cassettes, records, merchandise, compact disc and laser discs and to provide programming, technical, post production, sales and other services in respect of production of television and audio visual programmes and/or cinematograph films by or through any media, platforms, applications or other technologies now in vogue or which may be developed hereafter. ”

• (v) The members of the Transferee Company, by way of a special resolution passed at its extra ordinary general meeting held on March 28, 2022, approved an alteration in the Memorandum of Association of the Transferee Company.

• (vi) The Share Capital of the Transferee Company as on the date of this Notice is as under:

Particulars	**(Amount in INR) **
Authorised Share Capital
8,51,00,000 Equity Shares having a face value of INR 10/-each	85,10,00,000
Total	85,10,00,000
Issued, Subscribed and Paid-up Share Capital
1,18,83,660 Equity Shares having a face value of INR 10/-each	11,88,36,600
Total	11,88,36,600

• (vii) The details of Promoters and Directors of the Transferee Company as on the date of the Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Address
Promoters
1	SPE Mauritius Holdings Limited	c/o Ocorian Corporate Services (Mauritius) Limited, 6thFloor, Tower A, 1 Cybercity, Ebene, Mauritius
2	SPE Mauritius Investments Limited	c/o Ocorian Corporate Services (Mauritius) Limited, 6thFloor, Tower A, 1 Cybercity, Ebene, Mauritius
3	CPE India Holdings LLC	10202 West Washington Boulevard CulverCity, California 90232-3195, USA

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4	South Asian Regional Investments Singapore, Pte.Ltd.	5 Tampines Central 6, #05-10 Telepark, Singapore 529482
5	South Asian Regional Investments Singapore II, Pte.Ltd.	5 Tampines Central 6, #05-10 Telepark, Singapore 529482
6	SPE Singapore Holdings Inc.	10202 West Washington Boulevard CulverCity, California 90232-3195, USA
Directors
1	Narinder Pal Singh	22, Harshavardhan, 2ndFloor, J. P. Road, Near Aram Nagar, Versova, Andheri (West), Mumbai- 400061
2	Ashok Nambissan	Flat No. 1701, 17thFloor, Anmol Prestige, Excel Estate, 309/10, S.V. Road, Opp. Patel Petrol Pump, Village Pahad, Moti Lal Nagar, Goregaon (West), Mumbai- 400062
3	Erik Illiseh Moreno Jacho	171SLayton Dr LosAngeles, CA, USA-90049
4	Ravi Singh Ahuja	10428 Sunset Blvd, Los Angeles, CA, USA- 90077
5	Drew Michael Shearer	1212 Alm Eve, Manhattan Beach, California, Los Angeles,USA- 90266
6	Naomi Matsuoka	#2606,1-23-23, Takanawa, Minato-ku, Tokyo

• (viii) The unaudited financial statements for the quarter ended on June 30, 2022 of the Transferee Company are included in Annexure 5 attached herewith.

4. RELATIONSHIP SUBSISTING BETWEEN COMPANIES WHO ARE PARTIES TO THE SCHEME

The Transferee Company and the Transferor Company 2 are indirect-wholly owned subsidiaries of Sony Pictures Entertainment Inc. The Transferor Company 1 is not related to the Transferee Company or the Transferor Company 2.

5. APPROVAL TO THE SCHEME BY BOARD OF DIRECTORS

Transferor Company 1

• (a) In accordance with the provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665, dated November 23, 2021 (to the extent applicable), as amended (“ SEBI Merger Circular ”) and applicable provision of the Act, the Audit Committee of Transferor Company 1 vide resolution passed on December 21, 2021, recommended the Scheme to the Board of Directors of the Transferor Company 1 for their approval. The Committee of Independent Directors of the Transferor Company 1 vide resolution passed on December 21, 2021,

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recommended the Scheme to the Board of Directors of the Transferor Company 1 for their approval.

• (b) Based upon the reports submitted by the Audit Committee and the Committee of Independent Directors recommending the proposed Scheme, the Board of Directors of the Transferor Company 1 unanimously approved the Scheme at its meeting held on December 21, 2021. Mr. Punit Goenka, Managing Director of the Transferor Company 1, abstained from voting due to conflict of interest and Ms. Alicia Yi had taken leave of absence from attending the meeting. The details of name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution is as under:

Sr. No.	Name of Director	Voted in favour / against / did not
		participate or vote
1.	Mr.Punit Goenka	didnot participate
2.	Mr. R. Gopalan,Chairman	Voted in favour
3.	Mr. Vivek Mehra	Votedin favour
4.	Mr.Adesh KumarGupta	Votedin favour
5.	Mr.Piyush Pandey	Votedin favour
6.	Mr. SashaMirchandani	Votedin favour
7.	Ms.AliciaYi	Tookaleave ofabsence

Transferor Company 2

• (c) The Board of Directors of the Transferor Company 2 unanimously approved the Scheme at its meeting held on December 21, 2021. The details of name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution is as under:

Sr. No.	Name of Director	Voted in favour / against / did not
		participate or vote
1.	Mr. Narinder PalSingh	Votedin favour
2.	Mr.AshokNambissan	Votedin favour

Transferee Company:

• (d) The Board of Directors of the Transferee Company unanimously approved the Scheme at its meeting held on December 21, 2021. The details of name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution is as under:

Sr. No.	Name of Director	Voted in favour / against / did not
		participate or vote
1.	Mr. Narinder Pal Singh	Voted in favour
2.	Mr. Ashok Nambissan	Voted in favour

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6. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia , as follows:-

1. Definitions as per Clause C.1.1 of the Scheme

(d) “Appointed Date” shall mean the Effective Date.

(m) “Effective Date” has the meaning assigned to such term in Clause 5.1 of Section V of the Scheme. Any references in this Scheme to “upon this Scheme becoming effective” or “upon the effectiveness of this Scheme” or “upon this Scheme coming into effect” means and refers to the Effective Date.

(o) “Essel Group” means the Persons set out in Schedule A of the Scheme.

(p) “Essel Mauritius” means Sunbright International Holdings Limited (formerly known as Essel Holdings Limited).

(q) “Essel Mauritius SPV” means Sunbright Mauritius Investment Limited.

(r) “Essel Subscription Amount” shall mean INR 1101,30,91,800 (Eleven Hundred and One Crore Thirty Lakh Ninety-One Thousand and Eight Hundred), being the aggregate consideration to be paid by Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E, in accordance with Section I of the Scheme for subscription to the Essel Subscription Shares.

(s) “Essel Subscription Shares” shall mean 3,67,10,306 (Three Crores Sixty-Seven Lakhs Ten Thousand Three Hundred and Six) Equity Shares of the Transferee Company having a face value of INR 1 (Indian Rupee One) each to be issued to Essel Mauritius and Essel Mauritius SPV by way of a preferential issue, in the proportion set out in Schedule E.

(aa) “Merger Cooperation Agreement” means the merger cooperation agreement dated December 22, 2021 executed amongst the Transferor Company 1, Transferor Company 2 and Transferee Company.

(bb) “Non-Compete Fee” has the meaning assigned to such term in Clause 4.2 of Section IV of this Scheme.

(mm) “Sony Group” means SPE Mauritius Investments Limited and SPE Mauritius Holdings Limited.

(oo) “SPE Mauritius” means SPE Mauritius Investments Limited, a person incorporated under the laws of Mauritius and having its registered office at 6th Floor, Tower ‘A’, 1 Cybercity, Ebene Mauritius.

(pp) “SPNI Bonus Shares” shall mean 475,346,400 (Four Hundred And Seventy Five Million Three Hundred And Forty Six Thousand And Four Hundred) Equity Shares of the

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Transferee Company having a face value of INR 1 (Indian Rupee One) each to be issued by way of a bonus issue.

(qq) “SPNI Share Issuance Record Date” means the date to be fixed by the Board of the Transferee Company for the purpose of determining the shareholders of Transferee Company that are to be offered shares of the Transferee Company, pursuant to Section I of this Scheme.

(rr) “SPNI Shareholder(s)” means the equity shareholders of the Transferee Company as on the SPNI Share Issuance Record Date.

(ss) “SPNI Subscription Amount” shall mean INR 7948,69,08,300 (Seventy-Nine Hundred and Forty-Eight Crore Sixty Nine Lakh Eight Thousand and Three Hundred), being the aggregate consideration to be paid by the SPNI Shareholder(s) in accordance with Section I of the Scheme for subscription to the SPNI Subscription Shares.

(tt) “SPNI Subscription Shares” shall mean 264,956,361 (Two Hundred And Sixty Four Million Nine Hundred And Fifty Six Thousand Three Hundred And Sixty One) Equity Shares of the Transferee Company having a face value of INR 1 (One) each to be issued to the SPNI Shareholder(s) by way of a rights issue.

(ccc) “ZEEL Director” means Mr. Punit Goenka, a person resident in India, currently residing at 7th Floor, Vasant Sagar Properties Pvt. Ltd, A Road, Opp Jai Hind College, Churchgate, Mumbai and having permanent account number AAEPG2529E.

1. As per Clause 2.1 of Section I of the Scheme, upon the Scheme coming into effect on the Effective Date, and in accordance with Clause 6 of Section V of the Scheme:

2. (a) The Transferee Company shall sub-divide each Equity Share having a face value of INR 10 (Indian Rupees Ten) into 10 (Ten) Equity Shares having a face value of INR 1 (One) each.

3. (b) After taking into effect the sub-division of the Equity Shares of the Transferee Company as contemplated in (a) above, the authorised share capital clause of the memorandum of association of the Transferee Company is to stand modified and read as follows:

“ The Authorised Share Capital of the Company is INR 85,10,00,000 (Indian Rupees Eighty Five Crores Ten Lakhs only) divided into 85,10,00,000 (Eighty Five Crores Ten Lakhs only) equity shares of face value of INR 1 (Indian Rupees One only) each. ”

• (c) The Board of the Transferee Company shall issue and allot the SPNI Bonus Shares by way of a bonus issue to the SPNI Shareholder(s) in proportion to their shareholding in the Transferee Company as on the SPNI Share Issuance Record Date.

• (d) The Board of the Transferee Company shall without any further act, instrument or deed, (subject to receipt of the SPNI Subscription Amount in the Designated Bank Account (as defined in the Scheme)), issue and allot the SPNI Subscription Shares by

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way of a rights issue to the relevant SPNI Shareholder(s) who subscribe to the rights issue, in consideration of the SPNI Subscription Amount paid by such SPNI Shareholder(s) to the Transferee Company into the Designated Bank Account on the Closing Date (as defined in the Scheme).

• (e) Upon completion of the actions set forth herein above, the Board of the Transferee Company shall (subject to receipt of the Essel Subscription Amount), issue and allot the Essel Subscription Shares by way of preferential issue to Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E of the Scheme and in consideration of the Essel Subscription Amount paid by Essel Mauritius and Essel Mauritius SPV to the Transferee Company in the proportion set out in Schedule E of the Scheme.

The Equity Shares issued by the Transferee Company shall be issued in dematerialized form and the register of members and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of applicable laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme.

1. Section II of the Scheme provides for amalgamation of the Transferor Company 1 with and into the Transferee Company and the dissolution without winding up of the Transferor Company 1, pursuant to and under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder, the SEBI Merger Circular and the SEBI Listing Regulations and shall be in accordance with Section 2 (1B) of the (Indian) Income Tax Act, 1961:

2. (a) As per Clause 3.1 of Section II of the Scheme, in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall (after taking into effect the Share Issuance, Bonus Issuance and sub-division of the share capital of the Transferee Company in accordance with Section I of the Scheme) issue and allot to each shareholder of the Transferor Company 1 as on the Record Date, 85 (Eighty Five) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferee Company for every 100 (One Hundred) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferor Company 1.

3. (b) As per Clause 3.8 of Section II of the Scheme, the Scheme is conditional upon the Scheme being approved by the members of the Parties in terms of the Act and approval of the public shareholders of the Transferor Company 1 through e-voting in terms of the SEBI Merger Circular. The Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by the public shareholders against it.

4. (c) As per Clause 4.1 of Section II of the Scheme, the Transferee Company shall account for the amalgamation of the Transferor Company 1 with the Transferee Company in its books of accounts in accordance with the Indian Accounting Standard 103 “Business Combinations” prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in

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India and any other relevant or related requirement under the Act, as applicable on the Effective Date.

• (d) As per Clause 5 of Section II of the Scheme, upon the Scheme coming into effect, the Transferor Company 1 shall stand dissolved without winding up pursuant to the order of the Hon’ble Tribunal sanctioning the Scheme.

• Section III of the Scheme provides for amalgamation of the Transferor Company 2 with and into the Transferee Company and the dissolution without winding up of the Transferor Company 2, pursuant to and under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder and shall be in accordance with Section 2 (1B) of the (Indian) Income Tax Act, 1961:

• (a) As per Clause 3.1 of Section III of the Scheme, in consideration of the amalgamation of the Transferor Company 2 with the Transferee Company, the Transferee Company shall (after taking into effect the Share Issuance, Bonus Issuance and sub-division of the share capital of the Transferee Company in accordance with Section I of the Scheme) issue and allot to each shareholder of the Transferor Company 2 whose name is recorded in the register of members as a member of the Transferor Company 2 as on the Record Date, 133 (One Hundred Thirty Three) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferee Company for every 10 (Ten) fully paid-up Equity Shares of INR 10 (Indian Rupees Ten) each of the Transferor Company 2.

• (b) As per Clause 4.1 of Section III of the Scheme, pursuant to the Scheme coming into effect, the Transferee Company shall account for the amalgamation of the Transferor Company 2 with the Transferee Company in its books of accounts as per the “Pooling of Interest” method prescribed under Appendix C of the Indian Accounting Standard - 103 – “Business Combinations” (IND AS 103) prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in India and any other relevant or related requirement under the Companies Act, as applicable on the Effective Date.

• (c) As per Clause 5 of Section III of the Scheme, upon the Scheme coming into effect, the Transferor Company 2 shall stand dissolved without winding up pursuant to the order of the Hon’ble Tribunal sanctioning the Scheme.

• Section IV of the Scheme provides for certain arrangements amongst the Sony Group and the Essel Group:

• (a) As per Clause 1 of Section IV of the Scheme, on and form the Effective Date, the Sony Group and their respective Affiliates, and the Essel Group and their respective Affiliates, shall be categorized as separate and independent ‘promoters’ of the Transferee Company, as per the SEBI Listing Regulations and other Applicable Laws.

• (b) As per Clause 2.1 of Section IV of the Scheme, the Articles of the Transferee Company shall stand amended and restated in the form set out in Schedule B of the Scheme.

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• (c) As per Clause 3.1 of Section IV of the Scheme, the ZEEL Director shall be appointed as the managing director and chief executive officer of the Transferee Company for a period of 5 (five) years from the Effective Date, subject to and on terms and conditions as agreed between the Transferee Company and the ZEEL Director. A summary of the key terms of the appointment of the ZEEL Director are set out in Schedule C of the Scheme.

• (d) As per Clause 3.2 of Section IV of the Scheme, on the approval of the Scheme by the board of directors and the shareholders of each of the Transferor Company 1, the Transferor Company 2 and the Transferee Company, pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Merger Circular and the SEBI Listing Regulations, if applicable, it shall be deemed that the board of directors and the shareholders of each of the Transferor Company 1, the Transferor Company 2 and the Transferee Company have also accorded their consent under Section 196 of the Act and/ or any other applicable provisions of the Act and rules made thereunder, or under relevant provisions of the SEBI Listing Regulations and the Articles of Association of the Transferee Company for the aforesaid appointment of Mr. Punit Goenka as the managing director and chief executive officer of the Transferee Company for a period of 5 (five) years from the Effective Date, subject to and on the terms as agreed between the Transferee Company and the ZEEL Director, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Section 196 of the Act and/ or any other applicable provisions of the Act and rules made thereunder, or under relevant provisions of the SEBI Listing Regulations and the Articles of Association of the Transferee Company.

• (e) As per Clause 4.1 of Section IV of the Scheme, pursuant to (a) non-compete arrangements agreed between Essel Mauritius and SPE Mauritius Investments Limited which are effective on and from the Effective Date and (b) non-compete arrangements agreed between Mr. Subhash Chandra, Mr. Punit Goenka, Mr. Amit Goenka and SPE Mauritius Investments Limited which are effective on and from the Effective Date, the Essel Group has agreed to not compete with the SPE Mauritius. A summary of the key terms of such non-compete arrangements are set out in Schedule D of the Scheme. As per Clause 4.2 of Section IV of the Scheme, in addition to the requirements under the Act, the non-compete arrangements are conditional upon approval of the public shareholders by way of an ordinary resolution under the applicable provisions of the SEBI Listing Regulations. However, on the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Merger Circular and the SEBI Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under applicable law and the applicable provisions of the SEBI Listing Regulations and the relevant provisions of the articles of association, as may be applicable for payment of consideration from SPE Mauritius to Essel Mauritius as set out in Schedule D of the Scheme, and no further resolution or actions, including compliance with any procedural requirements, shall be required by the Transferee Company under applicable provisions of the Listing Regulations and/ or any other applicable provisions of the SEBI Listing Regulations, or under relevant provisions of

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the SEBI Listing Regulations and the Articles of Association of the Transferee Company.

1. Section V of the Scheme provides for general terms and conditions applicable to the Scheme:

2. (a) As per Clause 2.1 of Section V of the Scheme, the authorised share capital of the Transferor Company 1 and the Transferor Company 2 shall stand consolidated and vested in and merged with the authorised share capital of the Transferee Company. As a consequence, the authorised share capital of the Transferee Company shall stand enhanced to INR 23,90,10,00,000 (Indian Rupees Twenty-Three Hundred Ninety Crores and Ten Lakhs) divided into 23,90,10,00,000 (Twenty-Three Hundred Ninety Crores and Ten Lakhs) Equity Shares of face value of INR 1 (Indian Rupee One only) each.

3. (b) As per Clause 3.1 of Section V of the Scheme, the Transferee Company shall stand converted into a ‘public company’ in terms of the Act and rules made thereunder.

4. (c) As per Clause 3.2 of Section V of the Scheme, the memorandum of association shall be amended (to the extent required) to reflect the conversion contemplated in Clause 3.1 of Section V of the Scheme as required in terms of the Act and rules made thereunder.

5. (d) As per Clause 3.3 of Section V of the Scheme, the Articles of the Transferee Company shall be amended and restated to reflect the conversion contemplated in Clause 3.1 of Section V of the Scheme, in accordance with Clause 2 of Section IV of the Scheme.

6. (e) As per Clause 4.1 of Section V of the Scheme, the Equity Shares of the Transferee Company shall be listed and admitted for trading on the Stock Exchanges by virtue of the Scheme and in accordance with the provisions of Applicable Laws (including the SEBI Merger Circular). The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of the SEBI Merger Circular, and take all steps to get its Equity Shares listed on the Stock Exchanges and obtain the final listing and trading permissions.

7. (f) As per Clause 4.2 of Section V of the Scheme, the Equity Shares allotted by the Transferee Company pursuant to the Scheme shall remain frozen in the depository system till listing/ trading permission is given by the designated stock exchange. Clause 4.2 of Section V of the Scheme further provides that there shall be no change in the shareholding pattern of the Transferee Company between the later of Record Date, and the listing which may affect the status of such permission. In addition, Clause 4.2 of Section V of the Scheme also provides that the Transferee Company will not issue/ reissue any Equity Shares which are not covered under the Scheme.

8. (g) As per Clause 4.4 of Section V of the Scheme, any acquisition of shares, voting rights or control pursuant to the amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company pursuant to the Scheme does not trigger any obligation to make an open offer, in terms of Regulation 10(1)(d) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

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Regulations, 2011 (“ Takeover Code ”). The Sony Group and the Essel Group shall not be considered to be ‘persons acting in concert’, in terms of the Takeover Code, for the purposes of the transactions contemplated under the Scheme.

1. As per Clause 5.1 of Section V of the Scheme, the Scheme shall become effective on the date on which the last of the following conditions are fulfilled in accordance with the terms of the Merger Cooperation Agreement (“ Effective Date ”):

2. (a) Approval of the members:

   • (i) the requisite majorities in number and value of such classes of members as may be directed by the Hon’ble Tribunal or any other competent authority, as may be applicable, approving the Scheme;

   • (ii) the votes cast by the public shareholders of the Transferor Company 1 in favour of the Scheme being more than the number of votes cast by the public shareholders of the Transferor Company 1 against the Scheme; and

   • (iii) the public shareholders of the Transferor Company 1 shall have approved the Scheme by way of an ordinary resolution and all ‘interested persons’ as understood in terms of the SEBI Listing Regulations shall have abstained from voting in the relevant meeting of the members approving the Scheme;

in each case, in compliance with the provisions of the Act, the SEBI Merger Circular and the SEBI Listing Regulations that require seeking approval of a Party through e- voting.

• (b) The requisite majorities in number and value of such classes of secured and unsecured creditors as may be directed by the Hon’ble Tribunal or any other competent authority, as may be applicable, approving the Scheme.

• (c) The Parties having procured the Approval of the Competition Commission of India, in accordance with the provisions of Applicable Laws, to consummate the Scheme and other transactions contemplated under the Merger Cooperation Agreement, in a form and substance satisfactory to each Party.

• (d) The Scheme being sanctioned by the Hon’ble Tribunal under Sections 230 to 232 and any other applicable provisions of the Act and rules made thereunder, and each of the Parties having filed certified copies of the order of the Hon’ble Tribunal sanctioning the Scheme with RoC Mumbai within the statutory timelines.

• (e) The Parties having procured the Approval(s) from the Ministry of Information and Broadcasting, Government of India, for (i) the appointment of the ZEEL Director as the managing director and the chief executive officer of the Transferee Company; (ii) the appointment of each of the Independent Directors to the Board of the Transferee Company; and (iii) the appointment of each of the Sony Group Director(s), to the Board of the Transferee Company.

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• (f) The Parties having made an application to the Ministry of Information and Broadcasting, Government of India for obtaining the approval of the Ministry of Information and Broadcasting, Government of India, in accordance with the provisions of Applicable Laws for the transfer of the licenses obtained by Transferor Company 1 and Transferor Company 2 in relation to the up-linking and down-linking of television channels (as applicable) to the Transferee Company, pursuant to the Scheme.

• (g) The satisfaction (or waiver in writing) of such other conditions as have been mutually agreed between the Parties in writing in the Merger Cooperation Agreement.

• (h) The occurrence of the Closing Date in terms of the Merger Cooperation Agreement.

• As per Clause 5.2 of Section V of the Scheme, each of the Parties is required to file the order of the Hon’ble Tribunal approving the Scheme with RoC Mumbai within a period of 30 (thirty) days of receipt of such order. In case the Scheme does not become effective in terms of Clause 5.1 of the Scheme above, within a period of 30 (thirty) days of receipt of the order of the Hon’ble Tribunal approving the Scheme, each of the Parties shall file an intimation with RoC Mumbai within 30 (thirty) days of the Effective Date.

• As per Clause 6 of Section V of the Scheme, upon the sanction of the Scheme and upon the Scheme coming into effect on the Effective Date, the following shall be deemed to have occurred / shall occur and become effective and operative, only in the sequence and in the order mentioned hereunder:

Firstly, the following actions under Section I of the Scheme shall occur:

• a) sub-division of the Equity Shares of the Transferee Company in accordance with Section I of the Scheme;

• b) issuance and allotment of the SPNI Bonus Shares by the Transferee Company to the SPNI Shareholder(s) in accordance with Section I of the Scheme;

• c) issuance and allotment of the SPNI Subscription Shares by the Transferee Company to the SPNI Shareholder(s) in consideration of the contribution of the SPNI Subscription Amount by the SPNI Shareholder(s) to the Transferee Company, in accordance with Section I of the Scheme;

• d) issuance and allotment of the Essel Subscription Shares by the Transferee Company to Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E, in consideration of the contribution of the Essel Subscription Amount by Essel Mauritius and Essel Mauritius SPV to the Transferee Company, in the proportion set out in Schedule E and in accordance with Section I of the Scheme;

Subsequently, the following actions under Sections II, III, IV and V of the Scheme shall occur:

• e) amalgamation of the Transferor Company 1 into and with the Transferee Company in accordance with Section II of the Scheme;

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• f) amalgamation of the Transferor Company 2 into and with the Transferee Company in accordance with Section III of the Scheme;

• g) transfer of the authorised share capital of each of the Transferor Company 1 and Transferor Company 2 to the Transferee Company in accordance with Clause 2 of Section V of the Scheme, and consequential increase in the authorised share capital of the Transferee Company;

• h) issue and allotment of Equity Shares of the Transferee Company by the Transferee Company to the shareholders of the Transferor Company 1 (as of the Record Date) in accordance with Clause 3 of Section II of the Scheme and to the shareholders of the Transferor Company 2 (as of the Record Date) in accordance with Clause 3 of Section III of the Scheme;

• i) appointment of the ZEEL Director as the managing director and chief executive officer of the Transferee Company in accordance with the terms of the Scheme;

• j) conversion of the Transferee Company into a ‘public company’ in accordance with Clause 3 of Section V of the Scheme, and the consequential amendment of the memorandum of association and the Articles of the Transferee Company;

• k) dissolution of the Transferor Company 1 without winding-up in accordance with Clause 5 of Section II of the Scheme;

• l) dissolution of the Transferor Company 2 without winding-up in accordance with Clause 5 of Section III of the Scheme; and

• m) listing of the Equity Shares of the Transferee Company in accordance with Clause 4 of Section V of the Scheme.

• As per Clause 12 of Section V of the Scheme, except as otherwise contemplated in the Merger Cooperation Agreement, each of the Parties shall bear all their respective costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing the Scheme and matters incidental thereto.

The features set out above are only the salient features of the Scheme. The equity shareholders of the Company are requested to read the entire text of the Scheme to get themselves fully acquainted with the provisions thereof.

7. SUMMARY OF VALUATION REPORT INCLUDING BASIS OF VALUATION AND THE FAIRNESS OPINION

1. The management of the Company have appointed GT Valuation Advisors Private Limited, Registered Valuer Entity – Securities and Financial Assets (IBBI Registration No. IBBI/RV-E/05/2020/134) ( “Valuer” ), as Independent Registered Valuer to recommend a Share Entitlement Ratios for allotment of equity shares of the Transferee Company to the equity shareholders of Transferor Companies pursuant to the proposed Scheme. Accordingly, Share Entitlement Ratio Report dated December 21, 2021 (“ Valuation

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Report ”), was issued by GT Valuation Advisors Private Limited, a copy of which is enclosed as Annexure 6.

  - (a) The Valuer carried out independent analysis using generally accepted valuation methodologies. In particular, the Valuer have considered the Market Price Method, the Comparable Companies Multiple Method, Discounted Cash Flow Method, to the extent relevant and applicable. The Scheme of Arrangement would normally be proceeded with, on the assumption that the companies being part of the amalgamation process are going concerns and an actual realization of their operating assets is not contemplated. Hence, the Net Asset Value Method has not been considered.

  - (b) The equity value for the Transferor Company 1 considered for the equity share entitlement ratio was based on the Market Price Method and Discounted Cash Flow Method. The equity value for the Transferor Company 2 and Transferee Company considered for the equity share entitlement ratio was based on the Comparable Companies Multiple Method and Discounted Cash Flow Method.

  - (c) The share entitlement ratio was determined on the basis of relative equity valuation of the Companies and the relative equity values derived for each Company was determined by applying appropriate weights to the values under the above methods, to the extent considered relevant.

1. The management of the Company has appointed independent Merchant Bankers viz. (i) Duff & Phelps India Private Limited and (ii) ICICI Securities Limited to provide an independent opinion to the board of directors of the Company as to the fairness of the share entitlement ratio recommended by the Valuer to the shareholders of the Company. Duff & Phelps India Private Limited has submitted fairness opinion report dated December 21, 2021 opining that share entitlement ratio provided in the Valuation Report as recommended by GT Valuation Advisors Private Limited is fair, from a financial point of view, to the holders of Equity Shares of Transferor Company 1, the copy of which is enclosed as Annexure 7A. ICICI Securities Limited has submitted fairness opinion report dated December 21, 2021 opining that share exchange ratio as recommended by GT Valuation Advisors Private Limited is fair and reasonable, the copy of which is enclosed as Annexure 7B.

8. There is no capital or debt restructuring being undertaken pursuant to the Scheme.

9. RATIONALE FOR THE SCHEME AND THE BENEFITS OF THE SCHEME AS PERCEIVED BY THE BOARD OF DIRECTORS OF THE COMPANY TO THE COMPANY, SHAREHOLDERS, CREDITORS AND OTHERS

The Transferee Company is inter alia engaged in the business of (1) creating, owning, operating, programming, providing, transmitting, distributing and promoting linear and nonlinear, non-news program services, including sports program services, delivered by any means primarily to viewers in India and the Indian diaspora globally, and (2) production, exhibition, broadcast, re-broadcast, transmission, re-transmission or other exploitation of non-news audiovisual content, including sports content, in any format or in any language spoken in India (including English) for exploitation of such program services.

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The Transferor Company 1 is inter alia engaged in the business of TV content development, broadcasting of regional and international entertainment satellite television channels, movies, music and digital business.

The Transferor Company 2 is inter alia engaged in business of acquisition, production, distribution and broadcast of audio-visual content for exploitation of such program services on a worldwide basis.

With a view to consolidate the business interests of the Parties, the Parties have decided that the Transferor Company 1 and the Transferor Company 2 with all their business interests, be amalgamated with the Transferee Company.

The Parties believe that (a) the proposed sub-division of the share capital of the Transferee Company, the Bonus Issuance to the SPNI Shareholder(s) and Share Issuance to the SPNI Shareholder(s) and Essel Mauritius and Essel Mauritius SPV; (b) the proposed amalgamation of the Transferor Company 1 with and into the Transferee Company; (c) the proposed amalgamation of the Transferor Company 2 with and into the Transferee Company, and (d) the other arrangements contemplated under the Scheme, would be to the benefit of the shareholders and creditors of each of the Parties and would, inter alia , have the following benefits:

• (a) the proposed amalgamation and Share Issuance will enable the Parties to combine their businesses and create a financially strong amalgamated company. Each of the Parties bring well recognized entertainment offerings across platforms that will enable the amalgamated company to cater to the entertainment needs of viewers across various segments and age groups;

• (b) the Parties have a history of bringing quality entertainment content to audiences across India. The amalgamated company will be well positioned to capitalize on the growth in the television broadcasting market;

• (c) each of the Parties have a strong presence in the digital media space. Transferor Company 1 and Transferee Company are amongst the leading over the top platforms. Each of the Parties’ content and strengths when combined will position the amalgamated company to capitalize on the rapid growth in the digital market and compete with market leaders;

• (d) the combined scale and audience reach of the amalgamated company across television and digital platforms, will also enable it to compete effectively for advertisers. The financial strength of the amalgamated company will also enable it to compete effectively for acquiring upcoming rights to marquee sporting events across cricket and other sports; and

• (e) each of the Parties have a strong brand recall across both television and digital media markets and as both markets evolve and grow, the amalgamated company will be well positioned to compete effectively with its peers in these markets. The transactions contemplated by the Scheme provides an opportunity that benefits all the stakeholders of the Parties.

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10. RATIONALE BEHIND SUB-DIVISION, BONUS ISSUE, RIGHT ISSUE AND PREFERENTIAL ALLOTMENT

• (a) Paid up equity share capital of (i) the Transferee Company comprises of 1,18,83,660 (One Crore Eighteen Lakh Eighty Three Thousand and Six Hundred and Sixty) equity shares having a face value of INR 10 (Indian Rupees Ten) each; (b) the Transferor Company 2 comprises of 18,06,640 (Eighteen Lakh Six Thousand Six Hundred and Forty) equity shares of INR 10 (Indian Rupees Ten) each; and (c) the Transferor Company 1 comprises of 96,05,19,420 (Ninety Six Crore Five Lakh Nineteen Thousand Four Hundred and Twenty) equity shares of INR 1 (Indian Rupee One) each.

• (b) Share entitlement ratio (prior to bonus subdivision of shares of SPNI) of the Transferee Company was 17 (Seventeen) fully paid-up Equity Shares of INR 10 (Indian Rupees Ten) each of the Transferee Company for every 1000 (One Thousand) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferor Company 1.

• (c) Since there is a significant difference in the face value and the fair value of the equity shares of the Transferee Company, the Transferor Company 1 and Transferor Company 2, the swap ratio would have resulted in the issuance of fractional entitlements to majority of the shareholders of Transferor Company 1. Therefore, the sub-division of capital and bonus issue was undertaken in the Transferee Company to minimize the fractional entitlements. Further, after such sub-division of capital and the bonus issue, the swap ratio is more easily comprehensible to the small shareholders of the Transferor Company No. 1.

• (d) Share entitlement ratio following subdivision of shares of the Transferee Company and the Bonus Issuance) is 85 (Eighty-Five) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferee Company for every 100 (One Hundred) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferor Company 1.

• (e) The rights issue and the preferential issue is being undertaken to infuse further capital aggregating to INR 90,50,00,00,100 (Indian Rupees Nine Thousand and Fifty Crores and Hundred) to fund the future growth and expansion of the Transferee Company, out of which (i) INR 79,48,69,08,300 (Indian Rupees Seventy Nine Hundred and Forty Eight Crore Sixty Nine Lakh Eight Thousand and Three Hundred) will be infused pursuant to the rights issue to be made to existing shareholders of the Transferee Company and; (ii) INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety One Thousand and Eight Hundred) will be infused from the preferential issue to be made to Essel Mauritius and Sunbright Mauritius Investment Limited.

11. DETAILS OF NON-COMPETE ARRANGEMENTS

• (a) Essel Mauritius Mr. Subhash Chandra, Mr. Punit Goenka and Mr. Amit Goenka have entered into non-compete arrangements with SPE Mauritius Investments Limited (“ NonCompete Arrangements ”). A summary of the key terms of such Non-Compete Arrangements is set out in Schedule D of the Scheme.

• (b) The Non-Compete Arrangements have been agreed into to restrict Essel Mauritius, Mr. Subhash Chandra, Mr. Punit Goenka, and Mr. Amit Goenka (and their respective affiliates)

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from undertaking any Restricted Business (as defined in the Scheme) (subject to certain carve-outs and exceptions) with a view to protect the interest of SPE Mauritius Investments Limited under the Scheme.

• (c) In consideration for these non-compete obligations, SPE Mauritius Investments Limited will pay a sum which is the USD equivalent of INR 11,01,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety-One Thousand and Eight Hundred) to Essel Mauritius towards non-compete fees (“ Non-Compete Fee ”). SPE Mauritius Investments Limited, an indirect wholly owned subsidiary of Sony Pictures Entertainment Inc. (“ SPE ”), will receive a capital contribution from SPE through the wholly owned intermediate companies of SPE (i.e. CPE Holdings, Inc. and SPE Singapore Holdings Inc.) to enable SPE Mauritius Investments Limited to pay the aforesaid Non-Compete Fee. The terms of the non-compete arrangements include a possible loan by SPE Mauritius, at its option, to Essel Mauritius and /or Essel SPV (i.e., Sunbright Mauritius Investments Limited), to enable them to subscribe to the Essel Subscription Shares, in certain circumstances.

• (d) Essel Mauritius shall use the said amount of non-compete fees to:

• (i) subscribe to 2,20,26,183 (Two Crores Twenty Lakhs Twenty-Six Thousand One Hundred and Eighty-Three) equity shares of the Transferee Company; and

• (ii) Pay INR 4,40,52,36,900 (Four Hundred Forty Crores Fifty-Two Lakhs Thirty-Six Thousand and Nine Hundred) to Sunbright Mauritius Investment Limited (a wholly owned subsidiary of Sunbright International Holdings Limited), which will, in turn, use the said amount to subscribe to 1,46,84,123 (One Crore Forty-Six Lakhs Eighty Four Thousand One Hundred and Twenty-Three) equity shares of the Transferee Company.

12. AMOUNTS DUE TO UNSECURED CREDITORS

The aggregate amounts due to Unsecured Creditors by the respective Companies involved in this Scheme are as follows:

Sr. No.	Companies involved in this Scheme	Amount Due (INR in Lakh)
1	TransferorCompany1	1,29,791.25 (as on March31,2022)
2	Transferor Company2	228.80(as on May31,2022)
3	Transferee Company	38,388.94 (as on May 31, 2022)

13. Disclosure about the effect of the Scheme on the Company

In compliance with the provisions of section 232(2)(c) of the Act, the board of directors of the Transferor Company 1, in its meeting held on December 21, 2021, and the board of directors of Transferor Company 2 and the Transferee Company, in their respective meetings held on March 16, 2022, , have adopted a report, inter alia, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, directors, depositories, creditors, employees, promoter and non-promoter shareholders of the Transferor Companies and the Transferee Company (as applicable). The copies of the reports adopted by the respective board of directors

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of each of the Transferor Company 1, Transferor Company 2 and Transferee Company under the provisions of section 232(2)(c) of the Act are enclosed as Annexure 8 .

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, against the Company, its promoters and directors of the Company are set out in Annexure 9 .

14. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL, DEBENTURE TRUSTEE, ETC.

Sr. No	Category of **stakeholder **	Effect of the Scheme on the stakeholder
1.	Shareholders, Promoters, Non- promoter shareholders, Directors and Key Managerial Persons	The effect of the Scheme on the shareholders, promoters, non- promoter shareholders, directors and key managerial personnel has been set out in the report adopted by the Board of Directors of the Company pursuant to the provisions of Section 232(2)(c) of the Act, which is attached asAnnexure 8.
2.	Creditors	The liabilities of the Company shall stand transferred to and vested in the Transferee Company in accordance with the Scheme. No compromise is proposed with the creditors of the Company under the Scheme nor will the liability in respect of any creditor be reduced or extinguished under the Scheme.
3.	Depositors	Not applicable
4.	Debenture holders	Not applicable
5.	Deposit trustee and debenture trustees	Not applicable
6.	Employees	The employees of the Company shall become employees of the Transferee Company as part of the Scheme, on terms and conditions which are overall no less favourable than those that were applicable to such employees immediately prior to such amalgamation, with the benefit of continuity of service and without any break or interruption in service.

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The details of shareholding of Directors and KMPs of the Transferee Company as on the date of this Notice is as under:

Sr. No.	Name of Director / KMP	Address	Position	Shares in Transferee Company	Shares in Transferor Company 1	Shares in Transferor Company 2
1	Rajkumar Bidawatka	C-302 Rock Avenue Plot D CHSL, Near Hindustan Naka, Kandivali (W) Mumbai 400067	Company Secretary, Compliance Officer and Head CSR	Nil	400	Nil

The details of shareholding of Directors and KMPs of the Transferor Company 1 as on the date

of this Notice is as under:

Sr. No.	Name of Director / KMP	Address	Position	Shares in Transferee Company	Shares in Transferor Company 1	Shares in Transferor Company 2
1.	Mr. Piyush Pandey	1st Floor, Krishna Kunj, Road No 5, Off Cadell Road, Mahim, Mumbai 400 016	Independent Director	-	2190	-
2	Mr. Adesh Kumar Gupta	701, Tagore Avenue, Tagore Road, Santacruz West Mumbai 400054	Non- Executive Non- Independent	-	300	-

The details of shareholding of Directors and KMPs of the Transferor Company 2 as on the date of this Notice is as under: NIL

Sr. No.	Name of Director / KMP	Address	Position	Shares in Transferee Company	Shares in Transferor Company 1	Shares in Transferor Company 2
1	NIL	-	-	-	-	-

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15. INVESTIGATIONS AND PROCEEDINGS AGAINST THE COMPANY UNDER THE ACT

• i No investigation or proceedings have been instituted or are pending against the Companies involved in this Scheme under the Act;[1] and

• ii No winding up proceedings have been filed or are pending against any of the companies involved in this Scheme under the provisions of the Companies Act, 2013 except for a company petition filed before Hon’ble Tribunal by IndusInd Bank Limited, seeking to initiate corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 against the Transferor Company 1. The underlying dispute between IndusInd Bank Limited and Transferor Company 1 is pending adjudication before the Hon’ble Delhi High Court. The Transferor Company 1 has filed an application seeking dismissal of the company petition before the Hon’ble Tribunal. The said petition has not been admitted yet by the Hon’ble Tribunal.

16. APPROVALS, SANCTIONS, NO-OBJECTION(S) FROM REGULATORY OR ANY OTHER GOVERNMENTAL AUTHORITIES REQUIRED, RECEIVED OR PENDING FOR THE SCHEME:

1. The Transferor Company 1 has received observation letters regarding the Scheme from the BSE and the NSE both dated July 29, 2022. The copies of the said observation letters are attached as Annexure 10 .

2. As required under the SEBI Merger Circular, the Transferor Company 1 has filed its complaints report with the BSE on March 10, 2022 (and an updated report on July 28, 2022) and with the NSE on February 24, 2022 (and an updated report on July 29, 2022), respectively. The copies of the said reports are enclosed as Annexure 11 .

3. Approval or sanctioning of the Scheme by the Hon’ble Tribunal under Sections 230 to 232 and any other applicable provisions of the Act and rules made thereunder will be required. In this regard, Transferor Company 1 has filed its Company Scheme Application No. C.A.(CAA) – 204/2022 with the Hon’ble Tribunal, on August 24, 2022. Similarly, Transferor Company 2 and the Transferee Company, filed joint application being Company Scheme Application No. C.A.(CAA) – 203/2022 with the Hon'ble Tribunal on August 06, 2022.

4. The Companies involved in this Scheme have jointly filed the necessary notification form with the Competition Commission of India (“ CCI ”) on April 29, 2022, disclosing the details of the proposed combination under the provisions of Section 6(2) of the Competition Act, 2002.

1 Please note that the Company Petition No. 322/MB/2021 ( Invesco Developing Markets Fund v. Zee Entertainment Enterprises Limited & Others filed under Sections 98(1) and 100 of the Companies Act, 2013), is now infructuous as the underlying requisition notice has been withdrawn. The petitioners have also filed an application for withdrawal of the petition before the Hon’ble National Company Law Tribunal, Mumbai.

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1. The Approval(s) from the Ministry of Information and Broadcasting, Government of India, for (i) the appointment of the ZEEL Director as the managing director and the chief executive officer of the Transferee Company; (ii) the appointment of each of the Independent Directors to the Board of the Transferee Company and (iii) the appointment of each of the Sony Group Director(s), to the Board of the Transferee Company. The Parties shall make an application to the Ministry of Information and Broadcasting, Government of India for obtaining the approval of the Ministry of Information and Broadcasting, Government of India, in accordance with the provisions of Applicable Laws for the transfer of the licenses obtained by Transferor Company 1 and Transferor Company 2 in relation to the up-linking and down-linking of television channels (as applicable) to the Transferee Company, pursuant to the Scheme.

2. The Companies involved in this Scheme will obtain such other approvals/sanctions/no objection(s) from regulatory or other governmental authorities in respect of the Scheme as may be required (including under Section 230(5) of the Act) in accordance with applicable laws.

17. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

1. The Transferor Company 1 shall stand dissolved without being wound up upon the Scheme becoming effective. Hence, there is no accounting treatment prescribed under the Scheme in the books of accounts of the Transferor Company 1.

2. The Transferor Company 2 shall stand dissolved without being wound up upon the Scheme becoming effective. Hence, there is no accounting treatment prescribed under the Scheme in the books of accounts of the Transferor Company 2.

3. The statutory auditor of the Transferee Company has confirmed that the accounting treatment in the proposed Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, the copy of which is enclosed as Annexure 12 .

18. CAPITAL STRUCTURE PRE AND POST AMALGAMATION

Pre & Post Scheme Capital structure of the Companies involved in this Scheme:

(a) Transferor Company 1

Particulars	Pre-Scheme	Pre-Scheme	Post -Scheme(proposed)	Post -Scheme(proposed)
	No. of Shares	Amount in **INR **	No. of Shares	Amount in **INR **
**Authorised Share Capital **
Equity Shares of Re.1/-each	2,00,00,00,000	2,00,00,00,000	N.A.	N.A.
Preference Shares of INR 10/-each	2,10,00,00,000	21,00,00,00,000	N.A.	N.A.

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**Total **	**4,10,00,00,000 **	23,00,00,00,000	N.A.	N.A.
Issued, Subscribed & Paid-Up Share Capital:
Equity shares of Re.1/-each	96,05,19,420	96,05,19,420	N.A.	N.A.
**Total **	96,05,19,420	96,05,19,420	N.A.	N.A.

Note: Entire Pre-Scheme Paid-up Equity Share Capital of the Transferor Company 1 shall stand cancelled in pursuance of the Scheme.

(b) Transferor Company 2

Particulars	Pre-Scheme	Pre-Scheme	Post -Scheme (proposed)	Post -Scheme (proposed)
	No. of Shares	Amount in **INR **	No. of Shares	Amount in **INR **
**Authorised Share Capital **
Equity Shares of INR 10/- each	50,00,000	5,00,00,000	N.A.	N.A.
**Total **	50,00,000	5,00,00,000	N.A.	N.A.
Issued, Subscribed & Paid Up Share Capital:
Equity Shares of INR 10/- each	18,06,640	1,80,66,400	N.A.	N.A.
**Total **	18,06,640	1,80,66,400	N.A.	N.A.

Note: Entire Pre-Scheme Paid-up Equity Share Capital of the Transferor Company 2 shall stand cancelled in pursuance of the Scheme.

(c) Transferee Company

Particulars	Pre-Scheme	Pre-Scheme	Post-Scheme (proposed)	Post-Scheme (proposed)
	No. of Shares	Amount in **INR **	No. of Shares	Amount in **INR **
**Authorised Share Capital **
Equity Shares of INR 10/- each	8,51,00,000	85,10,00,000	N.A.	N.A.
Equity Shares of Re. 1/-each	N.A.	N.A.	23,90,10,00,000	23,90,10,00,000
Total	8,51,00,000	85,10,00,000	23,90,10,00,000	23,90,10,00,000
Issued, Subscribed & Paid-Up Share Capital:
Equity Shares of INR 10/- each	1,18,83,660	11,88,36,600	N.A.	N.A.
Equity Shares of Re. 1/- each	N.A.	N.A.	1,73,63,19,486	1,73,63,19,486
Total	1,18,83,660	11,88,36,600	1,73,63,19,486	1,73,63,19,486

Note: Post-Scheme Paid Up Share Capital Structure of the Transferee Company is after considering the proposed sub-division of Equity Shares of the Transferee Company having

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a face value of INR 10 (Indian Rupees Ten) into 10 (Ten) Equity Shares having a face value of INR 1 (Indian Rupee One) each and the proposed bonus issue, rights issue, preferential allotment and issue of shares pursuant to the amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company.

19. THE PRE AND POST (EXPECTED) SCHEME SHAREHOLDING PATTERN

The pre-Scheme shareholding pattern of the Transferor Company 1, the Transferor Company 2 and the Transferee Company as on June 30, 2022, and the post-Scheme (expected) shareholding pattern of the Transferee Company are as under:

Transferor Company 1

Transferor Company 1
	Pre-Scheme (As on June 30, 2022)		Post -Scheme (Not Applicable)
Category of shareholder	No. of fully paid up equity shares held	% of shareholding	No. of fully paid up equity shares held	% of shareholding
A. Promoter and Promoter Group
A1) Indian
Individuals/Hindu undivided Family	-	-	N.A.	N.A.
Bodies Corporate	21,14,836	0.22	N.A.	N.A.
AnyOther(specify)			N.A.	N.A.
Sub Total A1	21,14,836	0.22	N.A.	N.A.
A2) Foreign			N.A.	N.A.
Bodies Corporate	3,62,01,448	3.77	N.A.	N.A.
Sub Total A2	3,62,01,448	3.77	N.A.	N.A.
Total Shareholding of Promoter and Promoter Group A=A1+A2	3,83,16,284	3.99	N.A.	N.A.
B. Public Shareholding
B1) Institutions
Mutual Funds	20,56,99,384	21.42	N.A.	N.A.
Alternate Investment Funds	28,47,511	0.30	N.A.	N.A.
Foreign Portfolio Investors	37,62,83,689	39.18	N.A.	N.A.
Financial Institutions/ Banks	55,020	0.01	N.A.	N.A.

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Insurance Companies	8,45,05,463	8.80	N.A.	N.A.
Sub Total B1	66,93,91,067	69.69	N.A.	N.A.
B2) Central Government/ State Government(s)/ **President of India **
Central Government/ State Government(s)/ President of India	14,15,340	0.15	N.A.	N.A.
Sub Total B2	14,15,340	0.15	N.A.	N.A.
B3) Non-Institutions			N.A.	N.A.
Individual share capitalup toRs.2 lacs	9,61,88,784	10.01	N.A.	N.A.
Individual share capital in excess of INR 2 Lacs	1,32,36,562	1.38	N.A.	N.A.
NBFCs registered with RBI	1,708	0.00	N.A.	N.A.
Any Other (specify)
Bodies Corporates	2,53,45,658	2.64	N.A.	N.A.
ClearingMembers	5,79,145	0.06	N.A.	N.A.
HUF	31,17,068	0.32	N.A.	N.A.
Trusts	19,58,341	0.20	N.A.	N.A.
IEPF	4,60,211	0.05	N.A.	N.A.
LLP	52,32,631	0.54	N.A.	N.A.
Foreign Nationals	2,023	0.00	N.A.	N.A.
Non-Resident Indian (NRI)	79,23,942	0.82	N.A.	N.A.
Overseas Corporate Bodies	656	0.00	N.A.	N.A.
Foreign Company	9,73,50,000	10.14	N.A.	N.A.
Sub Total B3	25,13,96,729	26.17	N.A.	N.A.
Total Public Shareholding **[B=B1+B2+B3] **	92,22,03,136	96.01	N.A.	N.A.
C. Non-Promoter **Non-Public **	0	0	N.A.	N.A.
C1) Custodian/DR **Holder **	0	0	N.A.	N.A.
C2) Employee **Benefit Trust **	0	0	N.A.	N.A.
Sub Total C2	0	0	N.A.	N.A.
Total Non-Promoter Non-Public	0	0	N.A.	N.A.

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Shareholding [C= **C1+C2] **
Total Shareholding [A+B+C]		96,05,19,420	100	N.A.	N.A.
Transferor Company 2
		Pre-Scheme (As on June 30, 2022)		Post-Scheme (Not Applicable)
Category of shareholder		No. of fully paid-up equity shares held	% of shareholding	No. of fully paid-up equity shares held	% of shareholding
A. Promoter and **Promoter Group **
A1) Indian
Bodies Corporate		-	-	N.A.	N.A.
Sub Total A1				N.A.	N.A.
A2) Foreign
Bodies Corporate		18,06,640	100%	N.A.	N.A.
Sub Total A2		18,06,640	100%	N.A.	N.A.
Total Shareholding of Promoter and Promoter		18,06,640	100%	N.A.	N.A.
B. Public Shareholding		-	-	N.A.	N.A.
Total Shareholding [A+B]		18,06,640	100%	N.A.	N.A.

Transferee Company

	Pre-Scheme (As on June 30, 2022)	Pre-Scheme (As on June 30, 2022)	Post -Scheme (assuming the continuing shareholding pattern of Transferor Company 1 as on June 30, 2022)	Post -Scheme (assuming the continuing shareholding pattern of Transferor Company 1 as on June 30, 2022)
Category of shareholder	No. of fully paid-up equity shares held	% of shareho lding	No. of fully paid-up equity shares held	% of shareholdi ng
A. Promoter and Promoter Group
A1) Indian
Individuals/Hin du undivided Family	-	-
Bodies Corporate	-	-	17,97,610	0.10

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Any Other (specify)	-	-
Sub Total A1	-	-	17,97,610	0.10
A2) Foreign
Bodies Corporate	1,18,83,660	100%	95,06,49,210	54.75
Sub Total A2	1,18,83,660	100%	95,06,49,210	54.75
Total Shareholding of Promoter and Promoter Group A=A1+A2	1,18,83,660	100%	95,24,46,820	54.85
B. Public **Shareholding **			78,38,72,666	45.15
B1) **Institutions **
Mutual Funds	-	-
Alternate Investment Funds	-	-
Foreign Portfolio Investors	-	-
Financial Institutions/ Banks	-	-
Insurance Companies	-	-
Sub Total B1	-	-
B2) Central Government/ State Government(s )/ President of India
Central Government/ State Government(s)/ President of India	-	-
Sub Total B2	-	-
B3) Non- Institutions

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Individual share capital up to Rs.2 lacs	-	-
Individual share capital in excess of INR 2 Lacs	-	-
NBFCs registered with RBI	-	-
Any Other (specify)
Bodies Corporates	-	-
Clearing Members	-	-
HUF	-	-
Trusts	-	-
IEPF	-	-
LLP	-	-
Foreign Nationals	-	-
Non-Resident Indian(NRI)	-	-
Overseas Corporate Bodies	-	-
Foreign Company	-	-
Sub Total B3	-	-
Total Public Shareholding [B=B1+B2+B3 ]	-	-	78,38,72,666	45.15
C. Non- Promoter **Non-Public **	-	-
C1) Custodian/DR Holder	-	-
C2) Employee Benefit Trust	-	-
Sub Total C2	-	-
Total Non- Promoter Non-Public	-	-

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Shareholding **[C= C1+C2] **
Total Shareholding [A+B+C]	1,18,83,660	100%	1,73,63,19,486	100

The shareholding pattern of the promoters of the Transferee Company, after the effectiveness of the Scheme, is enclosed as Annexure 13 ;

20. The copy of the Scheme has been / is being filed by the Companies involved in this Scheme with the concerned Registrar of Companies pursuant to Section 232(2)(b) of the Act.

21. In terms of SEBI Merger Circular, the copies of abridged prospectus of unlisted entities i.e. Transferor Company 2 and the Transferee Company in the specified format are enclosed as Annexure 14 .

22. INSPECTION OF DOCUMENTS

Copies of the following documents will be available electronically for inspection without any fee to the Equity Shareholders of the Company from the date of circulation of this Notice up to the date of the Meeting. Equity shareholders seeking to inspect such documents can visit the website of the Company at www.zee.com. Equity Shareholders seeking any information with regard to the Scheme or the matter proposed to be considered at the Meeting, are requested to write to the Company at least 7 days before the date of the Meeting through email on shareservice@zee.com:

• a) Copy of the Company Scheme Application No. C.A.(CAA) – 204/2022 along with annexures filed by the Transferor Company 1 with Hon’ble Tribunal;

• b) Copy of the Joint Company Scheme Application No. C.A.(CAA) – 203/2022 along with annexures filed by the Transferor Company 2 and the Transferee Company with the Hon’ble Tribunal;

• c) Copy of Order dated August 24, 2022 passed by the Hon’ble Tribunal, in above Company Scheme Application No. C.A.(CAA) – 204/2022 directing convening of the Meeting of the Equity Shareholders of Zee Entertainment Enterprises Limited;

• d) Copy of Order dated August 23, 2022 passed by Hon’ble Tribunal in above joint Company Scheme Application No. C.A.(CAA) – 203/2022;

• e) Copy of the Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited (“ Transferor Company 1 ”), Bangla Entertainment Private Limited (“ Transferor Company 2 ”) with Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) (“ Transferee Company ”) and their respective shareholders and creditors;

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• f) Copies of latest audited financial statements of the Companies involved in this Scheme:

• a. Standalone and Consolidated Audited Financial Statement of the Transferor Company 1 for the financial year ended on March 31, 2022;

• b. Financial Statements of the Transferor Company 2 for the financial year ended on March 31, 2022;

• c. Standalone and Consolidated Financial Statements of the Transferee Company for the financial year ended on March 31, 2022;

• g) Copies of latest unaudited financial statements of the Companies involved in this Scheme:

• a. Standalone and Consolidated unaudited Financial Statements of the Transferor Company 1 for the quarter ended on June 30, 2022;

• b. Financial Statements of the Transferor Company 2 for the quarter ended on June 30, 2022;

• c. Standalone and Consolidated Financial Statements of the Transferee Company for the quarter ended on June 30, 2022

• h) Copy of Valuation Report dated December 21, 2021 issued by GT Valuation Advisors Private Limited, the Registered Valuer Entity – Securities and Financial Assets (IBBI Registration Number: IBBI/RV-E/05/2020/134);

• i) Copy of fairness opinion report dated December 21, 2021, issued by Duff & Phelps India Private Limited, SEBI Registered Category 1 Merchant Banker;

• j) Copy of fairness opinion report dated December 21, 2021, issued by ICICI Securities Limited, SEBI Registered Merchant Banker;

• k) Copies of Board reports adopted by the Companies involved in this Scheme in accordance with the provisions of section 232(2)(c) of the Act;

• l) Copies of observation letters issued to the Transferor Company 1 by the BSE and the NSE, both dated July 29, 2022;

• m) Copies of the complaint reports, dated March 10, 2022 and updated report dated July 28, 2022 submitted by the Transferor Company 1 to the BSE and complaints report dated February 24, 2022 and updated report dated July 29, 2022, submitted by Transferor Company 1 to the NSE;

• n) Copy of certificate issued by M/s MSKA & Associates, Chartered Accountants, the Statutory Auditors of the Transferee Company certifying that the accounting treatment proposed in the Composite Scheme of Arrangement is in conformity with the provisions of the Accounting Standards prescribed under Section 133 of the Companies Act, 2013;

• o) Copies of the Abridged Prospectus of the Transferor Company 2 and the Transferee Company (being unlisted companies);

• p) Copies of reports of the Audit Committee and Committee of Independent Directors of the Transferor Company 1 recommending the Scheme;

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• q) Copies of Board Resolutions passed by the Companies involved in this Scheme;

• r) Copies of Memorandum and Articles of Association of the Companies involved in this Scheme;

• s) Copy of the Merger Cooperation Agreement dated December 21, 2021 entered into amongst the Transferor Company 1, the Transferor Company 2, and Transferee Company; and

• t) Register of Director’s and Key Managerial Personnel’s shareholding of the Companies involved in this Scheme.

This Statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the CAA Rules. A copy of the Scheme and Explanatory Statement shall be furnished by the Applicant Company to its Equity Shareholders, free of charge, within one (1) day (except Saturdays, Sundays and public holidays) on a requisition being so made for the same by the Equity Shareholders of the Applicant Company.

On the Scheme being approved by the requisite majority of the Equity Shareholders, the Companies involved in this Scheme shall file a petition(s) with the Hon’ble Tribunal for sanction of the Scheme under Sections 230-232 of the Act read with CAA Rules and other applicable provisions of the Act.

Dated this September 9, 2022 Place - Mumbai

For, Zee Entertainment Enterprises Limited

Sd/

Suhail Nathani (Chairperson appointed for the meeting)

Registered Office:

18[th] Floor, ‘A’ Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai – 400013.

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Annexure - 1

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COMPOSITE SCHEME OF ARRANGEMENT

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE SECTIONS OF THE COMPANIES ACT, 2013

AMONGST

ZEE ENTERTAINMENT ENTERPRISES LIMITED

(“TRANSFEROR COMPANY 1”)

AND

BANGLA ENTERTAINMENT PRIVATE LIMITED

(“TRANSFEROR COMPANY 2”)

AND

CULVER MAX ENTERTAINMENT PRIVATE LIMITED (FORMERLY KNOWN AS SONY PICTURES NETWORKS INDIA PRIVATE LIMITED) (“TRANSFEREE COMPANY”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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INTRODUCTION

WHEREAS:

1. ZEE ENTERTAINMENT ENTERPRISES LIMITED (hereinafter referred to as the “ Transferor Company 1 ”), is a listed public limited company incorporated under the Companies Act, 1956 having its registered office at 18th Floor, ‘A’ wing, Marathon Futurex NM Joshi Marg, Lower Parel, Mumbai 400013, India, with permanent account number AAACZ0243R and the corporate identification number L92132MH1982PLC028767. The Transferor Company 1 was incorporated on November 25, 1982. The Transferor Company 1 is inter alia engaged in the business of TV content development, broadcasting of regional and international entertainment satellite television channels, movies, music and digital business. The equity shares of the Transferor Company 1 are listed on the Stock Exchanges ( as defined hereinafter ).

2. BANGLA ENTERTAINMENT PRIVATE LIMITED (hereinafter referred to as the “ Transferor Company 2 ”), is a private limited company incorporated under the Companies Act, 1956 having its registered office at 4[th] Floor, Interface, Building No. 7, Off. Malad Link Road, Mumbai 400 064, with permanent account number AADCB0467E and the corporate identification number U92199MH2007PTC270854. The Transferor Company 2 was incorporated on February 1, 2007. The Transferor Company 2 is inter alia engaged in the business of acquisition, production, distribution and broadcast of audio-visual content for exploitation of such program services on a worldwide basis.

3. CULVER MAX ENTERTAINMENT PRIVATE LIMITED (FORMERLY KNOWN AS SONY PICTURES NETWORKS INDIA PRIVATE LIMITED) (hereinafter referred to as

the “ Transferee Company ”), is a private limited company incorporated under the Companies Act, 1956 having its registered office at 4[th] Floor, Interface, Building Number 7, Off Malad Link Road, Malad (West), Mumbai 400 064, with permanent account number AABCS1728D and the corporate identification number U92100MH1995PTC111487. The Transferee Company was incorporated on September 18, 1995. The Transferee Company is engaged in the business of, inter alia (a) creating, owning, operating, programming, providing, transmitting, distributing and promoting linear and non-linear non-news program services, including sports program services, delivered by any means primarily to viewers in India and the Indian diaspora globally, and (b) production, exhibition, broadcast, re-broadcast, transmission, re-transmission or other exploitation of non-news audio-visual content, including sports content, in any format or in any language spoken in India (including English) for exploitation of such program services.

A. PREAMBLE

This Composite Scheme of Arrangement is presented under the provisions of Sections 230 to 232 and other relevant provisions of the Act ( as defined below) and rules made thereunder and the relevant provisions of the SEBI Circular ( as defined below ), and the relevant provisions of the Listing Regulations ( as defined below) , for: (i) sub-division of the share capital of the Transferee Company ( as defined below) and issuance and allotment of the SPNI Bonus Shares ( as defined below ) by way of a bonus issue (“ Bonus Issuance ”), and issuance and allotment of (x) the SPNI Subscription Shares ( as defined below ) by way of a rights issue by the Transferee Company to the SPNI Shareholder(s) ( as defined below ), in consideration of the contribution of the SPNI Subscription Amount ( as defined below ) to the Transferee Company by the SPNI Shareholder(s) and (y) the Essel Subscription Shares ( as defined below ) to Essel Mauritius ( as defined below ) and Essel Mauritius SPV ( as defined below ), in the proportion set out in Schedule E , by way of a preferential issue by the Transferee Company to Essel Mauritius and

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Essel Mauritius SPV ( as defined below ), in consideration of the contribution of the Essel Subscription Amount ( as defined below ) to the Transferee Company by Essel Mauritius and Essel Mauritius SPV ( as defined below ) (the share issuance in (x) and (y) collectively referred to as the “ Share Issuance ”); (ii) amalgamation of the Transferor Company 1 ( as defined below) with and into the Transferee Company in accordance with Section 2 (1B) of the IT Act ( as defined below) ; (iii) amalgamation of the Transferor Company 2 ( as defined below) with and into the Transferee Company in accordance with Section 2 (1B) of the IT Act, and (iv) certain arrangements amongst the Sony Group ( as defined below ) and the Essel Group ( as defined below ), pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Act and rules made thereunder, and the relevant provisions of the SEBI Circular and the Listing Regulations. In addition, this Scheme ( as defined below ) also provides for various other matters consequential or otherwise integrally connected herewith.

B. RATIONALE FOR THE SCHEME

The Transferee Company is inter alia engaged in the business of (1) creating, owning, operating, programming, providing, transmitting, distributing and promoting linear and nonlinear, non-news program services, including sports program services, delivered by any means primarily to viewers in India and the Indian diaspora globally, and (2) production, exhibition, broadcast, re-broadcast, transmission, re-transmission or other exploitation of non-news audiovisual content, including sports content, in any format or in any language spoken in India (including English) for exploitation of such program services.

The Transferor Company 1 is inter alia engaged in the business of TV content development, broadcasting of regional and international entertainment satellite television channels, movies, music and digital business.

The Transferor Company 2 is inter alia engaged in business of acquisition, production, distribution and broadcast of audio-visual content for exploitation of such program services on a worldwide basis.

With a view to consolidate the business interests of the Parties (as defined below), the Parties have decided that the Transferor Company 1 and the Transferor Company 2 with all their business interests, be amalgamated with the Transferee Company.

The Parties believe that (a) the proposed sub-division of the share capital of the Transferee Company, the Bonus Issuance to the SPNI Shareholder(s) and Share Issuance to the SPNI Shareholder(s) and Essel Mauritius and Essel Mauritius SPV; (b) the proposed amalgamation of the Transferor Company 1 with and into the Transferee Company; (c) the proposed amalgamation of the Transferor Company 2 with and into the Transferee Company, and (d) the other arrangements contemplated under this Scheme, would be to the benefit of the shareholders and creditors of each of the Parties and would, inter alia , have the following benefits:

• (a) the proposed amalgamation and Share Issuance will enable the Parties to combine their businesses and create a financially strong amalgamated company. Each of the Parties bring well recognized entertainment offerings across platforms that will enable the amalgamated company to cater to the entertainment needs of viewers across various segments and age groups;

• (b) the Parties have a history of bringing quality entertainment content to audiences across India. The amalgamated company will be well positioned to capitalize on the growth in the television broadcasting market;

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• (c) each of the Parties have a strong presence in the digital media space. Transferor Company 1 and Transferee Company are amongst the leading over the top platforms. Each of the Parties’ content and strengths when combined will position the amalgamated company to capitalize on the rapid growth in the digital market and compete with market leaders;

• (d) the combined scale and audience reach of the amalgamated company across television and digital platforms, will also enable it to compete effectively for advertisers. The financial strength of the amalgamated company will also enable it to compete effectively for acquiring upcoming rights to marquee sporting events across cricket and other sports; and

• (e) each of the Parties have a strong brand recall across both television and digital media markets and as both markets evolve and grow, the amalgamated company will be well positioned to compete effectively with its peers in these markets. The transactions contemplated by the Scheme provides an opportunity that benefits all the stakeholders of the Parties.

C. DEFINITIONS AND INTERPRETATION

1. DEFINITIONS

• 1.1. For the purposes of this Scheme, the following expressions shall have the meanings mentioned herein below:

• (a) “ Act ” means the (Indian) Companies Act, 2013, together with all rules, regulations, circulars, notifications, clarifications and orders issued by any Governmental Authority in respect of the foregoing.

• (b) “Affiliate ” means,

• (i) with respect to any Person that is not a natural person, any Person Controlled, directly or indirectly, by that Person, or any Person that Controls, directly or indirectly, that Person, or any Person under common Control with that Person, directly or indirectly; and

• (ii) with respect to any Person that is a natural person (a) any Person Controlled directly or indirectly, by that Person or his/ her Relative(s) or any Trust(s); (b) any trust, of which such Person or his/her Relative or any Person Controlled directly or indirectly, by that Person or his/ her Relatives, is a direct or indirect beneficiary (“ Trust ”); and (c) his/ her Relatives.

• (c) “ Applicable Law(s) ” means to the extent applicable, all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directives of any Governmental Authority or Person acting under the authority of any Governmental Authority.

• (d) “ Appointed Date ” shall mean the Effective Date;

• (e) “ Approvals ” mean approvals, permissions, consents, validations, confirmations, waivers, noobjection letters, permits, grants, concessions, certificates, registrations, exemption orders, licenses and other authorizations required to be obtained from any Person, including any Governmental Authority, under Applicable Laws or otherwise.

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• (f) “ Articles ” means the articles of association of the Transferee Company.

• (g) “ Board ” means the board of Directors of the Transferor Company 1, the Transferor Company 2 and the Transferee Company, as may be applicable.

• (h) “ Bonus Issuance ” has the meaning assigned to such term in the Preamble of this Scheme.

• (i) “ Closing Date ” has the meaning assigned to such term in the Merger Cooperation Agreement.

• (j) “ Controlling ”, “ Controlled by ” or “ Control ” with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than one-half of the directors, partners or other individuals exercising similar authority with respect to such Person.

• (k) “ Designated Bank Account(s) ” means the separate bank account(s) maintained by the Transferee Company into which the SPNI Shareholder(s) are required to remit the SPNI Subscription Amount and Essel Mauritius and Essel Mauritius SPV are required to remit the Essel Subscription Amount in accordance with the terms of this Scheme, the details of which shall be notified by Transferee Company to each of the SPNI Shareholder(s), Essel Mauritius and Essel Mauritius SPV in writing prior to the Effective Date.

• (l) “ Directors ” means a member of the Board of the Transferor Company 1, the Transferor Company 2 and the Transferee Company, as may be applicable.

• (m) “ Effective Date ” has the meaning assigned to such term in Clause 5.1 of Section V of this Scheme.

Any references in this Scheme to “ upon this Scheme becoming effective ” or “ upon the effectiveness of this Scheme ” or “ upon this Scheme coming into effect ” means and refers to the Effective Date.

• (n) “ Equity Shares ”, with respect to a company, means the fully paid-up equity shares of such company.

• (o) “ Essel Group ” means the Persons set out in Schedule A of the Scheme.

• (p) “ Essel Mauritius ” means Sunbright International Holdings Limited (formerly known as Essel Holdings Limited).

• (q) “ Essel Mauritius SPV ” means Sunbright Mauritius Investment Limited.

• (r) “ Essel Subscription Amount ” shall mean INR 1101,30,91,800 (Eleven Hundred and One Crore Thirty Lakh Ninety One Thousand and Eight Hundred), being the aggregate consideration to be paid by Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E , in accordance with Section I of the Scheme for subscription to the Essel Subscription Shares.

• (s) “ Essel Subscription Shares ” shall mean 3,67,10,306 (Three Crores Sixty Seven Lakhs Ten Thousand Three Hundred and Six) Equity Shares of the Transferee Company having a face value of INR 1 (Indian Rupee One) each to be issued to Essel Mauritius and Essel Mauritius SPV by way of a preferential issue, in the proportion set out in Schedule E .

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• (t) “ Governmental Authority(ies) ” means (i) any international, supra-national, national, state, city or local governmental, regulatory or statutory authority; (ii) any commission, organisation, agency, department, ministry, board, bureau or instrumentality of any of the foregoing (and “ instrumentality of any of the foregoing ” includes any entity owned or controlled by any of such foregoing authorities); (iii) any stock exchange or similar self-regulatory or quasigovernmental agency or private body exercising any regulatory or administrative functions of or relating to the government; (iv) any arbitrator, arbitral body, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over any of the Parties; and (v) any state or other subdivision thereof or any municipality, district or other subdivision thereof.

• (u) “ Independent Directors ” means 3 (three) individuals as identified and nominated by the Sony Group in accordance with the proposed articles of association of the Transferee Company as set out in Schedule B of this Scheme, and appointed by the Transferee Company as ‘independent directors’ (as defined under Applicable Law) on the Board of the Transferee Company, prior to the Effective Date.

• (v) “INR” means the lawful currency of the Republic of India;

• (w) “ Intangible Assets ” means and includes all intellectual property rights and licenses of every kind and description throughout the world (including distribution licenses, and approvals/ licenses from any Governmental Authority), in each case, whether registered or unregistered, and including any applications for registration of any intellectual property, including without limitation, inventions (whether patentable or not), patents, rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing; copyrights and copyrightable subject matter; trademarks, service marks, trade names, domain names, logos, slogans, trade dress, design rights together with the goodwill symbolized by any of the foregoing; know-how, confidential and proprietary information, trade secrets, moral rights; any rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which subsist anywhere in the world; and goodwill, whether or not covered in the foregoing, in connection with the business of the Transferor Company 1 or the Transferor Company 2, as applicable, together with the exclusive right of the Transferee Company and its assignees to represent themselves as carrying on the business in succession to the Transferor Company 1 or the Transferor Company 2, respectively.

• (x) “Inventory” shall mean all inventory of the Transferor Company 1 or the Transferor Company 2, as applicable, including any content licenses, film licenses, music licenses or other intellectual property that is treated as inventory by the Transferor Company 1 or the Transferor Company 2, as applicable.

• (y) “ IT Act ” means the (Indian) Income-tax Act, 1961, any re-enactment thereof and the rules, regulations, circulars and notifications issued thereunder, each as amended, modified, replaced or supplemented from time to time and to the extent in force.

• (z) “ Listing Regulations ” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, modified, replaced or supplemented from time to time and to the extent in force.

• (aa) “ Merger Cooperation Agreement ” means the merger cooperation agreement dated December 22, 2021 executed amongst the Transferor Company 1, Transferor Company 2 and Transferee Company.

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• (bb) “ Non-Compete Fee ” has the meaning assigned to such term in Clause 4.2 of Section IV of this Scheme.

• (cc) “ Parties ” means the Transferor Company 1, the Transferor Company 2 and the Transferee Company, collectively.

• (dd) “ Person ” means any natural person, limited or unlimited liability company, corporation, partnership firm (whether limited or unlimited), proprietorship firm, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as an entity under Applicable Law.

• (ee) “ Record Date ” means the date to be fixed by the Board of the Transferee Company for the purpose of determining the shareholders of the Transferor Company 1 and the Transferor Company 2 that are to be issued shares of the Transferee Company in accordance with the Merger Cooperation Agreement, pursuant to Section II and Section III of this Scheme.

• (ff) “ Registered Valuer ” means a Person registered as a valuer in terms of Section 247 of the Act. (gg) “Relative” has the meaning ascribed to such term in the Act.

• (hh) “ RoC Mumbai ” means the Registrar of Companies, Mumbai.

• (ii) “ Scheme ” means this composite scheme of arrangement amongst the Transferor Company 1, the Transferor Company 2 and the Transferee Company and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, and rules made thereunder.

• (jj) “ SEBI ” means the Securities and Exchange Board of India.

• (kk) “ SEBI Circular ” means the SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, and includes any substitution, modification or reissuance thereof from time to time.

• (ll) “ Share Issuance ” has the meaning assigned to such term in the Preamble of this Scheme. (mm) “ Sony Group ” means SPE Mauritius Investments Limited and SPE Mauritius Holdings Limited.

• (nn) “ Sony Group Directors ” means the persons who have been identified and nominated by the Sony Group and appointed by the Transferee Company as the nominee directors of the Sony Group on the Board of the Transferee Company prior to the Effective Date such that all such nominee director(s) on the Board of the SPNI / the Resultant Entity do not exceed 5 (five) in number.

• (oo) “SPE Mauritius ” means SPE Mauritius Investments Limited, a person incorporated under the laws of Mauritius and having its registered office at 6th Floor, Tower ‘A’, 1 Cybercity, Ebene Mauritius.

• (pp) “ SPNI Bonus Shares ” shall mean 475,346,400 (Four Hundred And Seventy Five Million Three Hundred And Forty Six Thousand And Four Hundred) Equity Shares of the Transferee Company having a face value of INR 1 (Indian Rupee One) each to be issued by way of a bonus issue.

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• (qq) “ SPNI Share Issuance Record Date ” means the date to be fixed by the Board of the Transferee Company for the purpose of determining the shareholders of Transferee Company that are to be offered shares of the Transferee Company, pursuant to Section I of this Scheme.

• (rr) “SPNI Shareholder(s) ” means the equity shareholders of the Transferee Company as on the SPNI Share Issuance Record Date.

• (ss) “ SPNI Subscription Amount ” shall mean INR 7948,69,08,300 (Seventy Nine Hundred and Forty Eight Crore Sixty Nine Lakh Eight Thousand and Three Hundred), being the aggregate consideration to be paid by the SPNI Shareholder(s) in accordance with Section I of the Scheme for subscription to the SPNI Subscription Shares.

• (tt) “ SPNI Subscription Shares ” shall mean 264,956,361 (Two Hundred And Sixty Four Million Nine Hundred And Fifty Six Thousand Three Hundred And Sixty One) Equity Shares of the Transferee Company having a face value of INR 1 (One) each to be issued to the SPNI Shareholder(s) by way of a rights issue.

• (uu) “ Stock Exchanges ” means the stock exchanges where the equity shares of the Transferor Company 1 are listed and are admitted to trading, viz , the BSE Limited and the National Stock Exchange of India Limited.

• (vv) “ Takeover Code ” has the meaning assigned to such term in Clause 4.4 of Section V of this Scheme.

• (ww) “ Transferee Company ” has the meaning assigned to such term in Recital 3 of the Introduction of this Scheme.

• (xx) “ Transferor Company 1 ” has the meaning assigned to it in Recital 1 of the Introduction of this Scheme and includes, without limitation:

• (i) all assets, whether moveable or immovable, whether tangible or intangible, whether leasehold or freehold, equipment, including without limitation all rights, title, interests, claims, covenants and undertakings of the Transferor Company 1 in such assets;

• (ii) all investments, receivables, loans, security deposits and advances extended, including without limitation accrued interest thereon, of the Transferor Company 1;

• (iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured, if any, availed by the Transferor Company 1;

• (iv) all permits, rights, entitlements, licenses, approvals (including licenses and approvals from any Governmental Authority), grants, allotments, recommendations, clearances and tenancies of the Transferor Company 1;

• (v) all taxes, tax deferrals and benefits, subsidies, concessions, refund of any tax, duty, cess, tax credits (including, without limitation, all amounts claimed as refund, whether or not so recorded in the books of accounts, and credits in respect of income tax, such as carry forward tax losses and unabsorbed depreciation), tax deducted at source, tax collected at source, foreign tax credit, equalization levy, customs duty, CENVAT, value added tax, turnover tax, goods and services tax, minimum alternate tax credit, central sales tax and excise duty of the Transferor Company 1, and all rights to any claim not preferred or made by the Transferor Company 1 in respect of (a) any refund of tax, duty, cess or other charge (including any erroneous or excess payment thereof made by

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the Transferor Company 1) and any interest thereon, and (b) any set-off, carry forward of unabsorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortisation benefit, etc. under Applicable Law;

• (vi) all Intangible Assets and Inventory of every kind and description whatsoever, of the Transferor Company 1;

• (vii) all privileges and benefits of, or under, all contracts, agreements, purchase and sale orders, memoranda of understanding, bids, tenders, expressions of interest, letters of intent, commitments, undertakings, deeds, bonds, arrangements of any kind and other instruments of whatsoever nature and description, whether written, oral or otherwise, and all other rights including without limitation lease rights, licenses and facilities of every kind and description whatsoever, of the Transferor Company 1;

• (viii) insurance covers and claims to which the Transferor Company 1 is a party, or to the benefit of which the Transferor Company 1 is eligible;

• (ix) all employees of the Transferor Company 1;

• (x) all advance payments, earnest monies, security deposits, advance rentals, payment against warrants, if any, or other rights or entitlements of the Transferor Company 1;

• (xi) all legal, tax, regulatory, quasi-judicial, administrative or other proceedings, suits, appeals, applications or proceedings of whatsoever nature, initiated by or against the Transferor Company 1; and

• (xii) all books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form or in any other form, in connection with or relating to the Transferor Company 1.

• (yy) “ Transferor Company 2 ” has the meaning assigned to it in Recital 2 of the Introduction of this Scheme and includes, without limitation:

• (i) all assets, whether moveable or immovable, whether tangible or intangible, whether leasehold or freehold, equipment, including without limitation all rights, title, interests, claims, covenants and undertakings of the Transferor Company 2 in such assets;

• (ii) all investments, receivables, loans, security deposits and advances extended, including without limitation accrued interest thereon, of the Transferor Company 2;

• (iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured, if any, availed by the Transferor Company 2;

• (iv) all permits, rights, entitlements, licenses, approvals (including licenses and approvals from any Governmental Authority), grants, allotments, recommendations, clearances and tenancies of the Transferor Company 2;

• (v) all taxes, tax deferrals and benefits, subsidies, concessions, refund of any tax, duty, cess, tax credits (including, without limitation, all amounts claimed as refund, whether or not so recorded in the books of accounts and credits in respect of income tax, such as carry forward tax losses and unabsorbed depreciation), tax deducted at source, tax

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  - collected at source, foreign tax credit, equalization levy, customs duty, CENVAT, value added tax, turnover tax, goods and services tax, minimum alternate tax credit, central sales tax and excise duty of the Transferor Company 2, and all rights to any claim not preferred or made by the Transferor Company 2 in respect of (a) any refund of tax, duty, cess or other charge (including any erroneous or excess payment thereof made by the Transferor Company 2) and any interest thereon, and (b) any set-off, carry forward of unabsorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortisation benefit, etc. under Applicable Law;

• (vi) all Intangible Assets and Inventory of every kind and description whatsoever, of the Transferor Company 2;

• (vii) all privileges and benefits of, or under, all contracts, agreements, purchase and sale orders, memoranda of understanding, bids, tenders, expressions of interest, letters of intent, commitments, undertakings, deeds, bonds, arrangements of any kind and other instruments of whatsoever nature and description, whether written, oral or otherwise, and all other rights including without limitation lease rights, licenses and facilities of every kind and description whatsoever, of the Transferor Company 2;

• (viii) insurance covers and claims to which the Transferor Company 2 is a party, or to the benefit of which the Transferor Company 2 is eligible;

• (ix) all employees of the Transferor Company 2;

• (x) all advance payments, earnest monies, security deposits, advance rentals, payment against warrants, if any, or other rights or entitlements of the Transferor Company 2;

• (xi) all legal, tax, regulatory, quasi-judicial, administrative or other proceedings, suits, appeals, applications or proceedings of whatsoever nature, initiated by or against the Transferor Company 2; and

• (xii) all books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form or in any other form, in connection with or relating to the Transferor Company 2.

• (zz) “ Tribunal ” means the Mumbai bench of the National Company Law Tribunal having jurisdiction over the Parties.

• (aaa) “ Trustee 1 ” has the meaning assigned to such term in Clause 3.4 of Section II of this Scheme.

• (bbb) “ Trustee 2 ” has the meaning assigned to such term in Clause 3.5 of Section II of this Scheme.

• (ccc) “ ZEEL Director ” means Mr. Punit Goenka, a person resident in India, currently residing at 7th Floor, Vasant Sagar Properties Pvt. Ltd, A Road, Opp Jai Hind College, Churchgate, Mumbai and having permanent account number AAEPG2529E.

2. INTERPRETATION

In this Scheme, unless the context requires otherwise:

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• (a) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Scheme;

• (b) words in the singular shall include the plural and vice versa;

• (c) the terms “hereof”, “herein”, or similar expressions used in this Scheme mean and refer to this Scheme and not to any particular clause of this Scheme;

• (d) wherever the word “include”, “includes”, or “including” is used in this Scheme, it shall be deemed to be followed by the words “without limitation”;

• (e) Schedules form part of this Scheme, and shall have the same force and effect as if expressly set out in the body of this Scheme;

• (f) any reference to any enactment, rule, regulation, notification, circular or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;

• (g) any reference to an “agreement” or “document” shall be construed as a reference to such agreement or document as amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document;

• (h) where a wider construction is possible, the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words; and

• (i) any reference to “INR” is to Indian National Rupees.

D. PARTS OF THE SCHEME

This Scheme is divided into the following sections:

1. SECTION I

Part A deals with the share capital details of the Transferee Company.

Part B deals with the sub-division of the share capital of the Transferee Company, the Bonus Issuance by the Transferee Company to the SPNI Shareholder(s), and Share Issuance by the Transferee Company to the SPNI Shareholder(s), Essel Mauritius and Essel Mauritius SPV.

2. SECTION II

AMALGAMATION OF THE TRANSFEROR COMPANY 1 WITH AND INTO THE TRANSFEREE COMPANY

Part A deals with the share capital details of the Transferor Company 1 and the Transferee Company.

Part B deals with the amalgamation of the Transferor Company 1 with and into the Transferee Company, in accordance with Section 2 (1B) of the IT Act and Sections 230 to 232 and other relevant provisions of the Act and rules made thereunder, and the relevant provisions of the SEBI Circular and the Listing Regulations.

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Part C deals with the discharge of consideration for amalgamation of the Transferor Company 1 with and into the Transferee Company.

Part D deals with the accounting treatment in the books of the Transferee Company and dissolution without winding up of the Transferor Company 1.

3. SECTION III

AMALGAMATION OF THE TRANSFEROR COMPANY 2 WITH AND INTO THE TRANSFEREE COMPANY

Part A deals with the share capital details of the Transferor Company 2 and the Transferee Company.

Part B deals with the amalgamation of the Transferor Company 2 with and into the Transferee Company, in accordance with Section 2 (1B) of the IT Act and Sections 230 to 232 and other relevant provisions of the Act and rules made thereunder.

Part C deals with the discharge of consideration for the amalgamation of the Transferor Company 2 with and into the Transferee Company.

Part D deals with the accounting treatment in the books of the Transferee Company and dissolution without winding up of the Transferor Company 2.

4. SECTION IV

Section IV deals with certain arrangements amongst the Transferee Company, the Sony Group and the Essel Group.

5. SECTION V

Section V deals with the general terms and conditions applicable to the Scheme including, inter alia, transfer of the authorised share capital of the Transferor Company 1 and the Transferor Company 2 to the Transferee Company, conversion of the Transferee Company into a public company and listing of Equity Shares of the Transferee Company.

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SECTION I

SUB-DIVISION OF THE SHARE CAPITAL AND ISSUANCE OF EQUITY SHARES BY THE TRANSFEREE COMPANY

PART A

1. SHARE CAPITAL

1.1.	The share capital of the Transferee Company as on December 22, 2021 is as under:	The share capital of the Transferee Company as on December 22, 2021 is as under:
	Share Capital	Amount (INR)
	Authorised Capital 85,100,000 (Eighty Five Million One Hundred Thousand) Equity Shares having a face value of INR 10 (Indian Rupees Ten) each	851,000,000 (Indian Rupees Eight Hundred and Fifty-One Million)
	Total	851,000,000
	Issued, Subscribed and Paid-up Capital 11,883,660 (Eleven Million Eight Hundred and Eighty Three Thousand Six Hundred and Sixty) Equity Shares having a face value of INR 10 (Indian Rupees Ten) each	118,836,600 (Indian Rupees One Hundred and Eighteen Million Eight Hundred and Thirty Six Thousand and Six Hundred)
	Total	118,836,600

• 1.2. The shares of the Transferee Company are not listed on any stock exchange.

PART B

2. SUB-DIVISION OF THE SHARE CAPITAL AND ISSUANCE OF EQUITY SHARES BY THE TRANSFEREE COMPANY

• 2.1. Upon the Scheme coming into effect on the Effective Date, and in accordance with Clause 6 of Section V of this Scheme:

• (a) The Transferee Company shall, without any further act, instrument or deed, sub-divide each Equity Share of the Transferee Company having a face value of INR 10 (Indian Rupees Ten) into 10 (Ten) Equity Shares of the Transferee Company having a face value of INR 1 (One) each. Pursuant to the sub-division of the Equity Shares of the Transferee Company, the authorised share capital and issued, subscribed and paid-up share capital of the Transferee Company shall be as follows:

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Share Capital	Amount (INR)
Authorised Capital 851,000,000 (Eight Hundred Fifty One Million) Equity Shares having a face value of INR 1 (Indian Rupees One) each	851,000,000 (Indian Rupees Eight Hundred and Fifty-One Million)
Total	851,000,000
Issued, Subscribed and Paid-up Capital 118,836,600 (One Hundred And Eighteen Million Eight Hundred And Thirty Six Thousand And Six Hundred) Equity Shares having a face value of INR 1 (Indian Rupees One) each	118,836,600 (Indian Rupees One Hundred and Eighteen Million Eight Hundred and Thirty Six Thousand and Six Hundred)
Total	118,836,600

(b) After taking into effect the sub-division of the Equity Shares of the Transferee Company as contemplated in (a) above, the authorised share capital clause of the memorandum of association (Clause V) of the Transferee Company shall stand modified and read as follows:

“ The Authorised Share Capital of the Company is INR 85,10,00,000 (Indian Rupees Eighty Five Crores Ten Lakhs only) divided into 85,10,00,000 (Eighty Five Crores Ten Lakhs only) equity shares of face value of INR 1 (Indian Rupees One only) each. ”

• (c) The Board of the Transferee Company shall, without any further act, instrument or deed, issue and allot the SPNI Bonus Shares by way of a bonus issue to the SPNI Shareholder(s) in proportion to their shareholding in the Transferee Company as on the SPNI Share Issuance Record Date.

• (d) The Board of the Transferee Company shall, without any further act, instrument or deed, but subject to receipt of the SPNI Subscription Amount in the Designated Bank Account, issue and allot the SPNI Subscription Shares by way of a rights issue to the relevant SPNI Shareholder(s) who subscribe to the rights issue, in consideration of the SPNI Subscription Amount paid by such SPNI Shareholder(s) to the Transferee Company into the Designated Bank Account on the Closing Date.

• (e) Upon completion of the actions set forth in (d) above, the Board of the Transferee Company shall, without any further act, instrument or deed, but subject to receipt of the Essel Subscription Amount in the Designated Bank Account, issue and allot the Essel Subscription Shares by way of preferential issue to Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E and in consideration of the Essel Subscription Amount paid by Essel Mauritius and Essel Mauritius SPV to the Transferee Company into a Designated Bank Account on the Closing Date, in the proportion set out in Schedule E .

The price per share at which (a) the SPNI Subscription Shares are proposed to be issued has been taken on record and approved by the Board of the Transferee Company after

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taking into consideration the valuation report dated December 21, 2021 provided by RBSA Capital Advisors LLP that has been prepared in accordance with the pricing guidelines set out under the Foreign Exchange Management Act, 1999 and rules and regulations made thereunder (including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019); and (b) the Essel Subscription Shares are proposed to be issued has been taken on record and approved by the Board of the Transferee Company after taking into consideration (x) the valuation report dated December 21, 2021 provided by RBSA Valuation Advisors LLP, a Registered Valuer that has been prepared in accordance with the Act and (y) the valuation report dated December 21, 2021 provided by RBSA Capital Advisors LLP that has been prepared in accordance with the pricing guidelines set out under the Foreign Exchange Management Act, 1999 and rules and regulations made thereunder (including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019).

The Equity Shares issued by the Transferee Company in terms of this Clause 2 of Section I of the Scheme shall be issued in dematerialized form and the register of members and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme.

Upon issuance and allotment of the SPNI Bonus Shares, SPNI Subscription Shares and Essel Subscription Shares, and prior to the issuance of shares under Section II and Section III of this Scheme, the issued, subscribed and paid-up share capital of the Transferee Company shall be as follows:

Share Capital	Amount (INR)
Issued, Subscribed and Paid-up Share Capital 89,58,49,667 (Eighty Nine Crores Fifty Eight Lakhs Forty Nine Thousand Six Hundred Sixty Seven) Equity Shares having a face value of INR 1 (Indian Rupees One) each	89,58,49,667 (Indian Rupees Eighty Nine Crores Fifty Eight Lakhs Forty Nine Thousand Six Hundred Sixty Seven)
**Total **	**89,58,49,667 **

2.2. On the approval of the Scheme by the Board and members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, if applicable, it shall be deemed that the Board and members of each of the Parties have also accorded their consent under Sections 13, 61, 42, 62, 63 and 64 of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles, as may be applicable for the aforesaid sub-division of the Equity Shares of the Transferee Company, amendment of the memorandum of association of the Transferee Company and issuance of the SPNI Bonus Shares, SPNI Subscription Shares and Essel Subscription Shares, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 13, 61, 42, 62, 63 or 64 of the Act and/ or any other applicable provisions of the Act and rules made thereunder. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable authority to record the aforesaid sub-division of its Equity Shares, amendment of its memorandum of association and issuance of the SPNI Bonus Shares, SPNI Subscription Shares and Essel Subscription Shares, in the manner set out in this Clause 2 of Section I of the Scheme.

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2.3. The sub-division of the Equity Shares of the Transferee Company, amendment of the memorandum of association of the Transferee Company and issuance and allotment of the SPNI Bonus Shares, SPNI Subscription Shares and Essel Subscription Shares shall be undertaken as an integral part of the Scheme and in accordance with Clause 6 of Section V of this Scheme. The SPNI Bonus Shares to be issued to the SPNI Shareholder(s), SPNI Subscription Shares to be issued to the SPNI Shareholder(s) and Essel Subscription Shares to be issued to Essel Mauritius and Essel Mauritius SPV pursuant to Section I of this Scheme shall rank pari passu in all respects with the existing Equity Shares of the Transferee Company, including with respect to dividend, bonus, voting rights and other corporate benefits attached to the Equity Shares of the Transferee Company.

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SECTION II

AMALGAMATION OF THE TRANSFEROR COMPANY 1 WITH AND INTO THE TRANSFEREE COMPANY

PART A

WHEREAS

• A. Section II of this Scheme provides for the amalgamation of the Transferor Company 1 with and into the Transferee Company and the dissolution without winding up of the Transferor Company 1, pursuant to and under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations.

• B. The amalgamation of the Transferor Company 1 with and into the Transferee Company, pursuant to and in accordance with this Scheme, shall be in accordance with Section 2(1B) of the IT Act.

1. SHARE CAPITAL

1.1. The share capital of the Transferor Company 1 as on December 22, 2021 is as under:

Share Capital	Amount (INR)
Authorised Share Capital 2,000,000,000 (Two Billion) Equity Shares of Re. 1/- (Indian Rupee One) each 2,100,000,000 (Two Billion and One Hundred Million) Bonus Preference Shares of Rs. 10/- (Indian Rupees Ten) each	2000,000,000 21,000,000,000
Total	23,000,000,000
Issued, Subscribed and Paid-up Share Capital 960,515,715 (Nine Hundred and Sixty Million Five Hundred and Fifteen Thousand Seven Hundred and Fifteen) equity shares of Re. 1/- (Indian Rupee One) each 2,016,942,312 (Two Billion and Sixteen Million Nine Hundred and Forty Two Thousand Three Hundred and Twelve) Bonus Preference Shares of Rs. 2/-(Indian Rupees Two) each	960,515,715 4,033,884,624
Total	4,994,400,339

• 1.2. The shares of the Transferor Company 1 are listed on the Stock Exchanges.

PART B

2. AMALGAMATION OF THE TRANSFEROR COMPANY 1 WITH AND INTO THE TRANSFEREE COMPANY

• 2.1. Subject to the provisions of Section II of the Scheme in relation to the modalities of amalgamation and in accordance with Clause 6 of Section V of this Scheme, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferor Company 1, together with all its present and future properties, assets, investments, borrowings, approvals, intellectual property rights, insurance covers or claims, records, licenses, rights, benefits, interests, employees, contracts, obligations, proceedings and liabilities, shall amalgamate with the Transferee Company, as a going concern, and all presents and future properties, assets, investments, borrowings, approvals, intellectual property rights, insurance covers or claims, records, licenses, rights, benefits, interests, employees, contracts, obligations, proceedings and liabilities of the Transferor Company 1 shall stand transferred to

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and vested in and shall become the property of and an integral part of the Transferee Company, subject to the existing charges and encumbrances, if any, (to the extent such charges or encumbrances are outstanding on the Effective Date), by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by either of the Transferor Company 1 or the Transferee Company. Without prejudice to the generality of the above, in particular, the Transferor Company 1 shall stand amalgamated with and into the Transferee Company, in the manner described in sub-paragraphs (a) – (l) below:

• a. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all immovable property (including land, buildings and any other immovable property) of the Transferor Company 1, if any, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall stand vested in or be deemed to be vested in the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes, rent and charges, and fulfill all obligations, in relation to or applicable to such immovable properties, if any, and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease / license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee, if any, to the Transferee Company. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the title to the immovable properties of the Transferor Company 1, if any, shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the vesting order of the Tribunal sanctioning the Scheme with the appropriate registrar and sub-registrar of assurances shall suffice as record of the Transferee Company’s title to such immovable properties pursuant to the Scheme coming into effect on the Effective Date and shall constitute a deemed mutation and substitution thereof. The Transferee Company shall in pursuance of the vesting order of the Tribunal be entitled to the delivery and possession of all documents of title in respect of such immovable property, if any, in this regard. Notwithstanding anything contained in this Scheme, with respect to the immovable properties of the Transferor Company 1 in the nature of land and buildings situated in states other than the state of Maharashtra, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in the Transferee Company, if the Transferee Company so decides, the respective Parties, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Transferee Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined in accordance with the Applicable Laws. The transfer of such immovable properties shall form an integral part of this Scheme.

• b. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all assets of the Transferor Company 1 as are movable in nature or are otherwise capable of being transferred by physical or constructive delivery and / or, by endorsement and delivery, or by vesting and recordal, including without limitation equipment, furniture, fixtures, books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material,

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marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form or in any other form, shall stand vested in the Transferee Company, and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery, or by vesting and recordal, as appropriate to the property being vested and the title to such property shall be deemed to have been transferred accordingly to the Transferee Company.

• c. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any and all other movable property (except those specified elsewhere in this Clause) including without limitation investments in shares and any other securities, all sundry debts and receivables, outstanding loans and advances, if any, relating to the Transferor Company 1, recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any with Governmental Authorities, semi-Governmental Authorities, local and other authorities and bodies, customers and other persons, cheques on hand, shall, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, become the property of the Transferee Company. Without prejudice to the foregoing, the Transferee Company shall be entitled to deposit at any time after the Effective Date and with effect from the Appointed Date, cheques received in the name of the Transferor Company 1, to enable the Transferee Company to receive the amounts thereunder.

• d. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all debts, borrowings, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Transferor Company 1, whether provided for or not in the books of accounts of the Transferor Company 1 or disclosed in the balance sheet of such Transferor Company 1 or not, shall stand transferred to and vested in the Transferee Company, and the same shall be assumed to the extent they are outstanding on the Effective Date and become and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of, and shall be discharged by, the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.

• e. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all incorporeal or Intangible Assets and Inventory of the Transferor Company 1 or granted to the Transferor Company 1 shall stand vested in and transferred to the Transferee Company and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.

• f. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all letters of intent, contracts, deeds, bonds, agreements, insurance policies, capital investment, subsidies, guarantees and indemnities, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor Company 1 to which it is a party or to the benefit of which it may be entitled or eligible,

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shall be in full force and effect against or in favour of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, and may be enforced as fully and effectually as if, instead of the Transferor Company 1, the Transferee Company had been a party or beneficiary or obligee thereto. Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company 1 or to the benefit of which the Transferor Company 1 may be eligible and which are subsisting or have effect immediately before the Effective Date, including without limitation all rights and benefits (including without limitation benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon this Scheme coming into effect on the Effective Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, as the case may be, of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company and shall be appropriately transferred or assigned by the concerned parties/ Governmental Authority in favour of the Transferee Company.

• g. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any and all statutory licenses or other licenses (including the licenses granted to the Transferor Company 1 by any Governmental Authority for the purpose of carrying on its business or in connection therewith), no-objection certificates, permissions, registrations, approvals, consents, permits, quotas, easements, goodwill, entitlements, allotments, concessions, exemptions, advantages, or rights required to carry on the operations of the Transferor Company 1 or granted to the Transferor Company 1 shall stand vested in or transferred to the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, and shall be appropriately transferred or assigned by the concerned parties or Governmental Authorities in favour of the Transferee Company upon amalgamation of the Transferor Company 1 with and into the Transferee Company pursuant to the Scheme, subject to the provisions of Applicable Laws. The benefit of all statutory and regulatory permissions, approvals and consents including without limitation statutory licenses, permissions, approvals or consents required to carry on the operations of the Transferor Company 1 shall vest in and become available to the Transferee Company upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.

• h. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall bear the burden and the benefits of any legal or other proceedings (including tax proceedings) initiated by or against the Transferor Company 1. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, if any notice, dispute, suit, appeal, complaint, claim or other proceeding of whatsoever nature by or against the Transferor Company 1, including (but not limited to) those before any Governmental Authority, be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the amalgamation of Transferor Company 1 with and into the Transferee Company, or of anything contained in this Scheme but the proceedings shall be

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continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company 1, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company.

i. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all persons who were employed in the Transferor Company 1 immediately before such date shall become employees of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, on terms and conditions which are overall no less favourable than those that were applicable to such employees immediately prior to such amalgamation, with the benefit of continuity of service and without any break or interruption in service. It is clarified that such employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of this Scheme, shall be governed by the terms of employment of the Transferee Company (including in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation), provided that such terms of employment of the Transferee Company are overall no less favourable than those that were applicable to such employees immediately before such amalgamation. In addition, with regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of this Scheme, (x) all contributions made to such funds by the Transferor Company 1 on behalf of such employees shall be deemed to have been made on behalf of the Transferee Company, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date and shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be, and (y) all contributions made by such employees, including interests/ investments (which are referable and allocable to the employees transferred), upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be. Where applicable and required, in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 1 who become employees of the Transferee Company by virtue of this Scheme, the Transferee Company shall stand substituted for the Transferor Company 1, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company 1 in relation to such schemes or funds shall become those of the Transferee Company. In addition, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee forming part of the Transferor Company 1 shall be continued/ continue to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, without any further act, instrument or deed undertaken by the

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Transferor Company 1 or the Transferee Company.

j. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall, for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits to the employees of Transferor Company 1, take into account the past services of such employees with the Transferor Company 1.

k. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all direct and indirect taxes of any nature, duties and cess or any other like payment, including (but not limited to) income tax, security transaction tax, dividend distribution tax, foreign tax credit, equalization levy, value added tax, central sales tax, excise duty, customs duty, minimum alternate tax, advance tax, goods and services tax, tax deducted at source or tax collected at source or any other like payments made by the Transferor Company 1 to any statutory authorities, or other collections made by the Transferor Company 1 and relating to the period up to the Effective Date, shall be deemed to have been on account of, or on behalf of, or paid by, or made by the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company. In addition, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all deduction otherwise admissible to Transferor Company 1 including without limitation payment admissible on actual payment or on deduction of appropriate taxes or on payment of tax deducted at source (including, but not limited to, under Section 43B, Section 40 and Section 40A of the IT Act) shall be eligible for deduction to the Transferee Company upon fulfilment of the applicable conditions under the IT Act. In addition, the Transferee Company shall be entitled to claim credit for taxes deducted at source/ taxes collected at source/ paid against tax liabilities / duty liabilities/ minimum alternate tax, advance tax, goods and services tax, value added tax liability and any other credits etc., notwithstanding the certificates/ challans or other documents for payment of such taxes/ duties, as the case may be, are in the name of the Transferor Company 1. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all taxes payable by or refundable to or being the entitlement of the Transferor Company 1, including without limitation all or any refunds or claims shall be treated as the tax liability or refunds/ credits/ claims, as the case may be, of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, entitlements (including, but not limited to, credits in respect of income tax, carry forward tax losses, unabsorbed depreciation, closing balance of CENVAT, value added tax, central sales tax, excise duty, turnover tax, goods and services tax, security transaction tax, minimum alternate tax and duty entitlement credit certificates), holidays, remissions, reductions, as would have been available to the Transferor Company 1, shall upon the Scheme coming into effect on the Effective Date, be available to the Transferee Company, subject to the provisions of Applicable Laws, and losses and unabsorbed depreciation of the Transferor Company 1 be carried forward and set off against tax on future taxable income of the Transferee Company in accordance with the provisions of, and subject to the satisfaction of the conditions set out in, Section 72A of the IT Act. The Transferee Company shall undertake all necessary compliances prescribed under Applicable Laws to, and the Transferor Company 1 shall, prior to the Effective Date, extend its cooperation to the Transferee Company to, effectuate transfer of all credits including goods and services tax of the Transferor Company 1 to the Transferee Company. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall have the right to file and/or revise the financial statements, income tax returns, tax deducted at source certificates and other statutory returns and filings, if

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  - required, even if the relevant due dates set out under Applicable Laws may have expired.

• l. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all estates, assets, rights, title, interests and authorities accrued to and, or, acquired by the Transferor Company 1 shall be deemed to have been accrued to and, or, acquired for and on behalf of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company and shall stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

• 2.2. Upon this Scheme coming into effect on the Effective Date and the consequent amalgamation of Transferor Company 1 into and with the Transferee Company, the secured creditors of the Transferee Company, if any, shall only continue to be entitled to security over such properties and assets forming part of the Transferee Company, as they had existing immediately prior to the amalgamation of the Transferor Company 1 into and with the Transferee Company and the secured creditors of the Transferor Company 1, if any, shall continue to be entitled to security only over such properties, assets, rights, benefits and interest of and in the Transferor Company 1, as they had existing immediately prior to the amalgamation of the Transferor Company 1 into and with the Transferee Company.

• 2.3. The Transferee Company and the Transferor Company 1 shall, respectively, take such actions as may be necessary and permissible in order to give formal effect to the provisions of this Clause 2 above, including, without limitation, making appropriate filings with any Person (including the relevant Governmental Authorities), and such Person (including the relevant Governmental Authorities) shall take the same on record, and shall make and duly record the necessary substitution/ endorsement in the name of the Transferee Company upon this Scheme coming into effect on the Effective Date in accordance with the terms hereof.

• 2.4. The Transferee Company shall, at any time after this Scheme coming into effect on the Effective Date in accordance with the provisions hereof, if so required under Applicable Laws, do all such acts or things as may be necessary to transfer/ obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Company 1, including in connection with the transfer of properties of the Transferor Company 1 to the Transferee Company. For the avoidance of doubt, it is clarified that if the consent of either a third party or Governmental Authority is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall, subject to the provisions of Applicable Laws, provide such consent and shall make and duly record the necessary substitution/ endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Tribunal, and upon this Scheme coming into effect on the Effective Date. The Transferee Company shall file appropriate applications/ documents and make appropriate filings with the relevant authorities concerned for information and record purposes and the Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company 1 and to carry out or perform all such acts, formalities or compliances referred to above on behalf of the Transferor Company 1, inter alia, in its capacity as the successor entity of the Transferor Company 1.

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PART C

3. CONSIDERATION

• 3.1. The Board of the Transferee Company shall determine the Record Date for the issue and allotment of Equity Shares to the shareholders of the Transferor Company 1 in accordance with the Merger Cooperation Agreement. Upon the Scheme coming into effect on the Effective Date and in consideration of the amalgamation of the Transferor Company 1 with the Transferee Company, the Transferee Company shall, without any further act, instrument or deed and after taking into effect the Share Issuance, Bonus Issuance and sub-division of the share capital of the Transferee Company in accordance with Section I of the Scheme, issue and allot to each shareholder of the Transferor Company 1 as on the Record Date, 85 (Eighty Five) fully paidup Equity Shares of INR 1 (Indian Rupees One) each of the Transferee Company for every 100 (One Hundred) fully paid-up Equity Shares of INR 1 (Indian Rupee One) each of the Transferor Company 1.

• 3.2. The entitlement ratio stated in Clause 3.1 of Part C of Section II of this Scheme has been taken on record and approved by the boards of directors of the (a) Transferor Company 1 after taking into consideration the valuation report dated December 21, 2021 provided by Grant Thornton India LLP, a Registered Valuer, and (b) Transferee Company after taking into consideration the valuation report dated December 21, 2021 provided by RBSA Valuation Advisors LLP, a Registered Valuer.

• 3.3. The said Equity Shares in the Transferee Company to be issued to the equity shareholders of the Transferor Company 1 pursuant to this clause shall rank pari passu in all respects with the existing Equity Shares of the Transferee Company, including with respect to dividend, bonus, voting rights and other corporate benefits attached to the Equity Shares of the Transferee Company. The Equity Shares of the Transferee Company issued pursuant to this Clause 3 and in lieu of the locked-in shares of the Transferor Company 1, if any, will be subject to lock-in for the remaining lock-in period of such locked-in shares, in accordance with the SEBI Circular.

• 3.4. If any equity shareholder of the Transferor Company 1 becomes entitled to a fractional Equity Share to be issued by the Transferee Company pursuant to Clause 3.1 of Section II of this Scheme, the Transferee Company shall not issue such fractional Equity Share to such equity shareholder of the Transferor Company 1, but shall consolidate all such fractional entitlements of all equity shareholders of the Transferor Company 1 and the Board of the Transferee Company shall, without any further act, instrument or deed, issue and allot such Equity Shares that represent the consolidated fractional entitlements to a trustee nominated by the Board of the Transferee Company (“ Trustee 1 ”) and the Trustee 1 shall hold such Equity Shares, with all additions or accretions thereto, in trust for the benefit of the equity shareholders of the Transferor Company 1 who are entitled to the fractional entitlements (and their respective heirs, executors, administrators or successors) for the specific purpose of selling such Equity Shares in the market within a period of 90 (ninety) days from the date of allotment of shares, and on such sale, distribute to the equity shareholders in proportion to their respective fractional entitlements, the net sale proceeds of such Equity Shares (after deduction of applicable taxes and costs incurred and subject to withholding tax, if any). It is clarified that any such distribution shall take place only after the sale of all the Equity Shares of the Transferee Company that were issued and allotted to the Trustee 1 pursuant to this Clause 3.4.

• 3.5. The Equity Shares issued by the Transferee Company in terms of this Clause 3 of Section II of the Scheme shall be issued in dematerialized form and the register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent

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in terms of Applicable Laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme. The shareholders of the Transferor Company 1 who hold equity shares in the Transferor Company 1 in physical form shall be obligated to provide requisite details relating to his/ her/ its accounts with a depository participant to the Transferee Company prior to the Closing Date to enable the Transferee Company to issue Equity Shares in terms of this Clause 3 of Section II of the Scheme.

However, if no such details have been provided to the Transferee Company by the relevant shareholder(s) holding equity shares in the Transferor Company 1 in physical form prior to the Closing Date, the Transferee Company shall issue the corresponding Equity Shares in dematerialized form to a trustee nominated by the Board of the Transferee Company (“ Trustee 2 ”) who shall hold these Equity Shares in trust for the benefit of the relevant shareholder(s) of the Transferor Company 1. The Equity Shares of the Transferee Company held by Trustee 2 for the benefit of the relevant shareholder(s) of the Transferor Company 1 shall be transferred to the relevant shareholder(s) once such shareholder(s) provides the details of his / her / its demat account to Trustee 2, along with such other documents as may be required by Trustee 2.

• 3.6. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company 1, the Board of the Transferee Company shall be empowered in appropriate cases to effectuate and record such a transfer as if such changes in the registered holder were operative as on the Record Date and to issue and allot Equity Shares to the transferee as if the transferee was the shareholder of the Transferor Company 1 on the Record Date.

• 3.7. Upon this Scheme coming into effect on the Effective Date and upon the Equity Shares of the Transferee Company being issued and allotted by it to the equity shareholders of Transferor Company 1, the equity shares of Transferor Company 1, shall be deemed to have been automatically cancelled.

• 3.8. This Scheme is conditional upon the Scheme being approved by the members of the Parties in terms of the Act and approval of the public shareholders of the Transferor Company 1 through e-voting in terms of the SEBI Circular. The Scheme shall be acted upon only if vote cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it. On the approval of the Scheme by the Board and members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, if applicable, it shall be deemed that the Board and members of each of the Parties have also accorded their consent under Sections 42 and 62(1)(c) of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles, as may be applicable, for the aforesaid issuance of the Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company 1, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 42 or 62(1)(c) of the Act and/ or any other applicable provisions of the Act and rules made thereunder. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority to record the amalgamation of Transferor Company 1 with and into the Transferee Company, issuance of the Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company 1 and dissolution of the Transferor Company 1, in the manner set out in this Clause 3 of Section II of the Scheme.

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PART D

4. ACCOUNTING TREATMENT

4.1. Pursuant to the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company 1 with the Transferee Company in its books of accounts in accordance with the Indian Accounting Standard 103 “Business Combinations” prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in India and any other relevant or related requirement under the Act, as applicable on the Effective Date.

4.2. As the Transferor Company 1 shall stand dissolved without being wound up upon this Scheme becoming effective as mentioned in Clause 5 of Section II of this Scheme, hence there is no accounting treatment prescribed under this Scheme in the books of accounts of the Transferor Company 1.

5. DISSOLUTION OF THE TRANSFEROR COMPANY 1

Upon the Scheme coming into effect, the Transferor Company 1 shall, without any further act, instrument or deed undertaken by the Transferor Company 1 or the Transferee Company, stand dissolved without winding up pursuant to the order of the Tribunal sanctioning the Scheme.

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SECTION III

AMALGAMATION OF THE TRANSFEROR COMPANY 2 WITH AND INTO THE TRANSFEREE COMPANY

PART A

WHEREAS:

• A. Section III of this Scheme provides for the amalgamation of the Transferor Company 2 with and into the Transferee Company and the dissolution without winding up of the Transferor Company 2, pursuant to and under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder.

• B. The amalgamation of the Transferor Company 2 with and into the Transferee Company, pursuant to and in accordance with this Scheme, shall be in accordance with Section 2(1B) of the IT Act.

1. SHARE CAPITAL

• 1.1. The share capital of the Transferor Company 2, as on December 22, 2021 is as under:

Share Capital	Amount (INR)
Authorised Share Capital 5,000,000 (Five Million) Equity Shares of INR. 10/- (Indian Rupees Ten) each	50,000,000
Total	50,000,000
Issued, Subscribed and Paid-up Share Capital 1,806,640 (One Million Eight Hundred and Six Thousand Six Hundred and Forty) Equity Shares of INR. 10/- (Indian Rupees Ten) each	18,066,400
**Total **	18,066,400

• 1.2. The shares of the Transferor Company 2 are not listed on any stock exchange.

PART B

2. AMALGAMATION OF THE TRANSFEROR COMPANY 2 WITH AND INTO THE TRANSFEREE COMPANY

• 2.1. Subject to the provisions of Section III of the Scheme in relation to the modalities of amalgamation and in accordance with Clause 6 of Section V of this Scheme, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferor Company 2, together with all its present and future properties, assets, investments, borrowings, approvals, intellectual property rights, insurance covers or claims, records, licenses, rights, benefits, interests, employees, contracts, obligations, proceedings and liabilities, shall amalgamate with the Transferee Company, as a going concern, and all presents and future properties, assets, investments, borrowings, approvals, intellectual property rights, insurance covers or claims, records, licenses, rights, benefits, interests, employees, contracts, obligations, proceedings and liabilities of the Transferor Company 2 shall stand transferred to

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and vested in and shall become the property of and an integral part of the Transferee Company subject to the existing charges and encumbrances, if any, (to the extent such charges or encumbrances are outstanding on the Effective Date), by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by either of the Transferor Company 2 or the Transferee Company. Without prejudice to the generality of the above, in particular, the Transferor Company 2 shall stand amalgamated with and into the Transferee Company, in the manner described in sub-paragraphs (a) – (l) below:

• a. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all immovable property (including land, buildings and any other immovable property) of the Transferor Company 2, if any, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall stand vested in or be deemed to be vested in the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes, rent and charges, and fulfill all obligations, in relation to or applicable to such immovable properties, if any, and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants under all relevant lease / license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance / prepaid lease / license fee, if any, to the Transferee Company. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the title to the immovable properties of the Transferor Company 2, if any, shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing of the vesting order of the Tribunal sanctioning the Scheme with the appropriate registrar and sub-registrar of assurances shall suffice as record of the Transferee Company’s title to such immovable properties pursuant to the Scheme coming into effect on the Effective Date and shall constitute a deemed mutation and substitution thereof. The Transferee Company shall in pursuance of the vesting order of the Tribunal be entitled to the delivery and possession of all documents of title in respect of such immovable property, if any, in this regard. Notwithstanding anything contained in this Scheme, with respect to the immovable properties of the Transferor Company 2 in the nature of land and buildings situated in states other than the state of Maharashtra, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in the Transferee Company, if the Transferee Company so decides, the respective Parties, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Transferee Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined in accordance with the Applicable Laws. The transfer of such immovable properties shall form an integral part of this Scheme.

• b. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all assets of the Transferor Company 2 as are movable in nature or are otherwise capable of being transferred by physical or constructive delivery and / or, by endorsement and delivery, or by vesting and recordal, including without limitation equipment, furniture, fixtures, books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material,

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marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form or in any other form, shall stand vested in the Transferee Company, and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery, or by vesting and recordal, as appropriate to the property being vested and the title to such property shall be deemed to have been transferred accordingly to the Transferee Company.

• c. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any and all other movable property (except those specified elsewhere in this Clause) including without limitation investments in shares and any other securities, all sundry debts and receivables, outstanding loans and advances, if any, relating to the Transferor Company 2, recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any with Governmental Authorities, semi-Governmental Authorities, local and other authorities and bodies, customers and other persons, cheques on hand, shall, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, become the property of the Transferee Company. Without prejudice to the foregoing, the Transferee Company shall be entitled to deposit at any time after the Effective Date and with effect from the Appointed Date, cheques received in the name of the Transferor Company 2, to enable the Transferee Company to receive the amounts thereunder.

• d. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all debts, borrowings, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Transferor Company 2, whether provided for or not in the books of accounts of the Transferor Company 2 or disclosed in the balance sheet of such Transferor Company 2 or not, shall stand transferred to and vested in the Transferee Company, and the same shall be assumed to the extent they are outstanding on the Effective Date and become and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of, and shall be discharged by, the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company.

• e. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all incorporeal or Intangible Assets and Inventory of the Transferor Company 2 or granted to the Transferor Company 2, shall stand vested in and transferred to the Transferee Company and shall become the property and an integral part of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company.

• f. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all letters of intent, contracts, deeds, bonds, agreements, insurance policies, capital investment, subsidies, guarantees and indemnities, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor Company 2 to which it is a party or to the benefit of which it may be entitled or eligible,

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shall be in full force and effect against or in favour of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, and may be enforced as fully and effectually as if, instead of the Transferor Company 2, the Transferee Company had been a party or beneficiary or obligee thereto. Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company 2 or to the benefit of which the Transferor Company 2 may be eligible and which are subsisting or have effect immediately before the Effective Date, including without limitation all rights and benefits (including without limitation benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon this Scheme coming into effect on the Effective Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, as the case may be, of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company and shall be appropriately transferred or assigned by the concerned parties/ Governmental Authority in favour of the Transferee Company.

• g. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any and all statutory licenses or other licenses (including the licenses granted to the Transferor Company 2 by any Governmental Authority for the purpose of carrying on its business or in connection therewith), no-objection certificates, permissions, registrations, approvals, consents, permits, quotas, easements, goodwill, entitlements, allotments, concessions, exemptions, advantages, or rights required to carry on the operations of the Transferor Company 2 or granted to the Transferor Company 2 shall stand vested in or transferred to the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, and shall be appropriately transferred or assigned by the concerned parties or Governmental Authorities in favour of the Transferee Company upon amalgamation of the Transferor Company 2 with and into the Transferee Company pursuant to the Scheme, subject to the provisions of Applicable Laws. The benefit of all statutory and regulatory permissions, approvals and consents including without limitation statutory licenses, permissions, approvals or consents required to carry on the operations of the Transferor Company 2 shall vest in and become available to the Transferee Company upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company.

• h. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall bear the burden and the benefits of any legal or other proceedings (including tax proceedings) initiated by or against the Transferor Company 2. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, if any notice, dispute, suit, appeal, complaint, claim or other proceeding of whatsoever nature by or against the Transferor Company 2, including (but not limited to) those before any Governmental Authority, be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the amalgamation of Transferor Company 2 with and into the Transferee Company, or of anything contained in this Scheme but the proceedings shall be

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continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company 2, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company.

i. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all persons who were employed in the Transferor Company 2 immediately before such date shall become employees of the Transferee Company, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, on terms and conditions which are overall no less favourable than those that were applicable to such employees immediately prior to such amalgamation, with the benefit of continuity of service and without any break or interruption in service. It is clarified that such employees of the Transferor Company 2 who become employees of the Transferee Company by virtue of this Scheme, shall be governed by the terms of employment of the Transferee Company (including in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation), provided that such terms of employment of the Transferee Company are overall no less favourable than those that were applicable to such employees immediately before such amalgamation. In addition, with regard to provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 2 who become employees of the Transferee Company by virtue of this Scheme, (x) all contributions made to such funds by the Transferor Company 2 on behalf of such employees shall be deemed to have been made on behalf of the Transferee Company, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date and shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be, and (y) all contributions made by such employees including interests/ investments (which are referable and allocable to the employees transferred), upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, shall be transferred to the Transferee Company, the relevant authorities or the funds (if any) established by the Transferee Company, as the case may be. Where applicable and required, in connection with provident fund, gratuity fund, superannuation fund or any other special fund or obligation created or existing for the benefit of the employees of the Transferor Company 2 who become employees of the Transferee Company by virtue of this Scheme, the Transferee Company shall stand substituted for the Transferor Company 2, by operation of law pursuant to the vesting order of the Tribunal sanctioning the Scheme, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company 2 in relation to such schemes or funds shall become those of the Transferee Company. In addition, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee forming part of the Transferor Company 2 shall be continued/ continue to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, without any further act, instrument or deed undertaken by the

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Transferor Company 2 or the Transferee Company.

j. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall, for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits to the employees of Transferor Company 2, take into account the past services of such employees with the Transferor Company 2.

k. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all direct and indirect taxes of any nature, duties and cess or any other like payment, including (but not limited to) income tax, security transaction tax, dividend distribution tax, foreign tax credit, equalization levy, value added tax, central sales tax, excise duty, customs duty, minimum alternate tax, advance tax, goods and services tax, tax deducted at source or tax collected at source or any other like payments made by the Transferor Company 2 to any statutory authorities, or other collections made by the Transferor Company 2 and relating to the period up to the Effective Date, shall be deemed to have been on account of, or on behalf of, or paid by, or made by the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company. In addition, upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all deduction otherwise admissible to Transferor Company 2 including without limitation payment admissible on actual payment or on deduction of appropriate taxes or on payment of tax deducted at source (including, but not limited to, under Section 43B, Section 40 and Section 40A of the IT Act) shall be eligible for deduction to the Transferee Company upon fulfilment of the applicable conditions under the IT Act. In addition, the Transferee Company shall be entitled to claim credit for taxes deducted at source/ taxes collected at source/ paid against tax liabilities / duty liabilities/ minimum alternate tax, advance tax, goods and services tax, value added tax liability and any other credits etc., notwithstanding the certificates/ challans or other documents for payment of such taxes/ duties, as the case may be, are in the name of the Transferor Company 2. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all taxes payable by or refundable to or being the entitlement of the Transferor Company 2, including without limitation all or any refunds or claims shall be treated as the tax liability or refunds/ credits/ claims, as the case may be, of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, entitlements (including, but not limited to, credits in respect of income tax, carry forward tax losses, unabsorbed depreciation, closing balance of CENVAT, value added tax, central sales tax, excise duty, turnover tax, goods and services tax, security transaction tax, minimum alternate tax and duty entitlement credit certificates), holidays, remissions, reductions, as would have been available to the Transferor Company 2, shall upon the Scheme coming into effect on the Effective Date, be available to the Transferee Company, subject to the provisions of Applicable Laws, and losses and unabsorbed depreciation of the Transferor Company 2 be carried forward and set off against tax on future taxable income of the Transferee Company in accordance with the provisions of, and subject to the satisfaction of the conditions set out in, Section 72A of the IT Act. The Transferee Company shall undertake all necessary compliances prescribed under Applicable Laws to, and the Transferor Company 2 shall extend its cooperation to the Transferee Company to, effectuate transfer of all credits including goods and services tax of the Transferor Company 2 to the Transferee Company, prior to the Effective Date. Upon the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall have the right to file and/or revise the financial statements, income tax returns, tax deducted at source certificates and other statutory returns and filings, if

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  - required, even if the relevant due dates set out under Applicable Laws may have expired.

• l. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all estates, assets, rights, title, interests and authorities accrued to and, or, acquired by the Transferor Company 2 shall be deemed to have been accrued to and, or, acquired for and on behalf of the Transferee Company, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company and shall stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

• 2.2. Upon this Scheme coming into effect on the Effective Date and the consequent amalgamation of Transferor Company 2 into and with the Transferee Company, the secured creditors of the Transferee Company, if any, shall only continue to be entitled to security over such properties and assets forming part of the Transferee Company, as they had existing immediately prior to the amalgamation of the Transferor Company 2 into and with the Transferee Company and the secured creditors of the Transferor Company 2, if any, shall continue to be entitled to security only over such properties, assets, rights, benefits and interest of and in the Transferor Company 2, as they had existing immediately prior to the amalgamation of the Transferor Company 2 into and with the Transferee Company.

• 2.3. The Transferee Company and the Transferor Company 2 shall, respectively, take such actions as may be necessary and permissible in order to give formal effect to the provisions of this Clause 2 above, including, without limitation, making appropriate filings with any Person (including the relevant Governmental Authorities), and such Person (including the relevant Governmental Authorities) shall take the same on record, and shall make and duly record the necessary substitution/ endorsement in the name of the Transferee Company upon this Scheme coming into effect on the Effective Date in accordance with the terms hereof.

• 2.4. The Transferee Company shall, at any time after this Scheme coming into effect on the Effective Date in accordance with the provisions hereof, if so required under Applicable Laws, do all such acts or things as may be necessary to transfer/ obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Company 2, including in connection with the transfer of properties of the Transferor Company 2 to the Transferee Company. For the avoidance of doubt, it is clarified that if the consent of either a third party or Governmental Authority is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall, subject to the provisions of Applicable Laws, provide such consent and shall make and duly record the necessary substitution/ endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Tribunal and upon this Scheme coming into effect on the Effective Date. The Transferee Company shall file appropriate applications/ documents and make appropriate filings with the relevant authorities concerned for information and record purposes and the Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company 2 and to carry out or perform all such acts, formalities or compliances referred to above on behalf of the Transferor Company 2, inter alia, in its capacity as the successor entity of the Transferor Company 2.

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PART C

3. CONSIDERATION

• 3.1. The Board of the Transferee Company shall determine the Record Date for the issue and allotment of Equity Shares to the shareholders of the Transferor Company 2 in accordance with the Merger Cooperation Agreement. Upon the Scheme coming into effect on the Effective Date and in consideration of the amalgamation of the Transferor Company 2 with Transferee Company, the Transferee Company shall, without any further act, instrument or deed and after taking into effect the Share Issuance, Bonus Issuance and sub-division of the share capital of the Transferee Company in accordance with Section I of the Scheme, issue and allot to each shareholder of the Transferor Company 2 whose name is recorded in the register of members as a member of the Transferor Company 2 as on the Record Date, 133 (One Hundred Thirty Three) fully paid-up Equity Shares of INR 1 (Indian Rupees One) each of the Transferee Company for every 10 (Ten) fully paid-up Equity Shares of INR 10 (Indian Rupees Ten) each of the Transferor Company 2.

• 3.2. The entitlement ratio stated in Clause 3.1 of Part C of Section III of this Scheme has been taken on record and approved by the boards of directors of the Transferor Company 2 and Transferee Company after taking into consideration the valuation report dated December 21, 2021 provided by RBSA Valuation Advisors LLP, a Registered Valuer.

• 3.3. The said Equity Shares in the Transferee Company to be issued to the equity shareholders of the Transferor Company 2 pursuant to this Clause shall rank pari passu in all respects with the existing Equity Shares of the Transferee Company, including with respect to dividend, bonus, voting rights and other corporate benefits attached to the Equity Shares of the Transferee Company.

• 3.4. If any equity shareholder of the Transferor Company 2 becomes entitled to a fractional Equity Share to be issued by the Transferee Company pursuant to Clause 3.1 of Section III of this Scheme, the Transferee Company shall not issue such fractional Equity Share to such equity shareholder of the Transferor Company 2, but shall consolidate all such fractional entitlements of all equity shareholders of the Transferor Company 2 and the Board of the Transferee Company shall, without any further act, instrument or deed, issue and allot such Equity Shares that represent the consolidated fractional entitlements to Trustee 1 and Trustee 1 shall hold such Equity Shares with all additions or accretions thereto in trust for the benefit of the equity shareholders of the Transferor Company 2 who are entitled to the fractional entitlements (and their respective heirs, executors, administrators or successors) for the specific purpose of selling such Equity Shares in the market within a period of 90 (ninety) days from the date of allotment of shares, and on such sale, distribute to the equity shareholders in proportion to their respective fractional entitlements, the net sale proceeds of such Equity Shares (after deduction of applicable taxes and costs incurred and subject to withholding tax, if any). It is clarified that any such distribution shall take place only after the sale of all the Equity Shares of the Transferee Company that were issued and allotted to Trustee 1 pursuant to this Clause 3.4.

• 3.5. The Equity Shares issued by the Transferee Company in terms of this Clause 3 of Section III of the Scheme shall be issued in dematerialized form and the register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Transferee Company) be updated to reflect the issue of such Equity Shares by the Transferee Company in terms of this Scheme.

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• 3.6. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company 2, the Board of the Transferee Company shall be empowered in appropriate cases to effectuate and record such a transfer as if such changes in the registered holder were operative as on the Record Date and to issue and allot Equity Shares to the transferee as if the transferee was the shareholder of the Transferor Company 2 on the Record Date.

• 3.7. Upon this Scheme coming into effect on the Effective Date and upon the Equity Shares of the Transferee Company being issued and allotted by it to the equity shareholders of Transferor Company 2, the equity shares of Transferor Company 2, shall be deemed to have been automatically cancelled.

• 3.8. On the approval of the Scheme by the Board and members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, if applicable, it shall be deemed that the Board and members of each of the Parties have also accorded their consent under Sections 42 and 62(1)(c) of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles, as may be applicable for the aforesaid issuance of Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company 2, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 42 or 62(1)(c) of the Act and/ or any other applicable provisions of the Act and rules made thereunder. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority to record the amalgamation of Transferor Company 2 with and into the Transferee Company, issuance of Equity Shares of the Transferee Company to the equity shareholders of the Transferor Company 2 and dissolution of the Transferor Company 2, in the manner set out in this Clause 3 of Section III of the Scheme.

PART D

4. ACCOUNTING TREATMENT

• 4.1. Pursuant to the Scheme coming into effect, the Transferee Company shall account for the amalgamation of the Transferor Company 2 with the Transferee Company in its books of accounts as per the “Pooling of Interest” method prescribed under Appendix C of the Indian Accounting Standard - 103 – “Business Combinations” (IND AS 103) prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in India and any other relevant or related requirement under the Companies Act, as applicable on the Effective Date.

• 4.2. As the Transferor Company 2 shall stand dissolved without being wound up upon this Scheme becoming effective as mentioned in Clause 5 of Section III of this Scheme, hence there is no accounting treatment prescribed under this Scheme in the books of accounts of the Transferor Company 2.

5. DISSOLUTION OF THE TRANSFEROR COMPANY 2

Upon the Scheme coming into effect, the Transferor Company 2 shall, without any further act, instrument or deed undertaken by the Transferor Company 2 or the Transferee Company, stand dissolved without winding up pursuant to the order of the Tribunal sanctioning the Scheme.

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SECTION IV

CERTAIN ARRANGEMENTS AMONG THE TRANSFEREE COMPANY, SONY GROUP AND ESSEL GROUP

1. PROMOTERS OF TRANSFEREE COMPANY

On and form the Effective Date, the Sony Group and their respective Affiliates, and the Essel Group and their respective Affiliates, shall be categorized as separate and independent ‘promoters’ of the Transferee Company, as per the Listing Regulations and other Applicable Laws.

2. AMENDMENT OF ARTICLES OF ASSOCIATION OF TRANSFEREE COMPANY

• 2.1. Upon the Scheme coming into effect on the Effective Date, and as an integral part of the Scheme, the Articles of the Transferee Company shall stand amended and restated in the form set out in Schedule B of this Scheme.

• 2.2. On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Section 14 of the Act and/ or any other applicable provisions of the Act and rules made thereunder, the Listing Regulations and the relevant provisions of the Articles, as may be applicable for the aforesaid amendment of the Articles of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Section 14 of the Act and/ or any other applicable provisions of the Act and rules made thereunder, or under relevant provisions of the Listing Regulations and the Articles. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority to record the aforesaid amendment of the Articles of the Transferee Company.

3. MANAGEMENT OF THE COMPANY

• 3.1 Upon the Scheme coming into effect on the Effective Date, and as an integral part of the Scheme, the ZEEL Director shall be appointed as the managing director and chief executive officer of the Transferee Company for a period of 5 (five) years from the Effective Date subject to and on terms and conditions as agreed between the Transferee Company and the ZEEL Director. A summary of the key terms of the appointment of the ZEEL Director are set out in Schedule C of this Scheme.

• 3.2 On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Section 196 of the Act and/ or any other applicable provisions of the Act and rules made thereunder, the Listing Regulations and the relevant provisions of the Articles, as may be applicable for the aforesaid appointment of the ZEEL Director as the managing director and chief executive officer of the Transferee Company for a period of 5 (five) years from the Effective Date, subject to and on the terms as agreed between the Transferee Company and the ZEEL Director, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Section 196 of the Act and/ or any

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other applicable provisions of the Act and rules made thereunder, or under relevant provisions of the Listing Regulations and the Articles. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority to record the aforesaid appointment of the ZEEL Director as the managing director and chief executive officer of the Transferee Company.

4. NON COMPETE ARRANGEMENT

4.1. Pursuant to (a) a non-compete agreement dated on or about the date of this Agreement entered into between Essel Mauritius and SPE Mauritius Investments Limited which is effective on and from the Effective Date and (b) a non-compete agreement dated on or about the date of this Agreement entered into amongst, Mr. Subhash Chandra, Mr. Punit Goenka, Mr. Amit Goenka and SPE Mauritius Investments Limited which is effective on and from the Effective Date, the Essel Group have agreed to not compete with the SPE Mauritius. A summary of the key terms of such non-compete agreements are set out in Schedule D of this Scheme.

4.2.

In addition to the requirements under the Act, the non-compete arrangements are conditional upon approval of public shareholders by way of an ordinary resolution under the applicable provisions of the Listing Regulations. On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under applicable provisions of the Listing Regulations and/ or any other applicable provisions of the Listing Regulations and the relevant provisions of the Articles, as may be applicable for payment of consideration from SPE Mauritius to Essel Mauritius as set out in Schedule D of this Scheme (“ Non-Compete Fee ”), and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under applicable provisions of the Listing Regulations and/ or any other applicable provisions of the Listing Regulations, or under relevant provisions of the Listing Regulations and the Articles.

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SECTION V

GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SCHEME

1. APPLICATION TO THE TRIBUNAL

Each of the Parties shall, as required under Applicable Law, make applications/ petitions under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder to the Tribunal(s) for the sanction of this Scheme and all matters ancillary or incidental thereto.

2. TRANSFER OF THE AUTHORISED SHARE CAPITAL

2.1. As an integral part of the Scheme and upon the Scheme coming into effect on the Effective Date, the authorised share capital of the Transferor Company 1, comprised of 2,000,000,000 (Two Billion) Equity Shares of Re. 1/- (Indian Rupee One) each and 2,100,000,000 (Two Billion and One Hundred Million) Bonus Preference Shares of Rs. 10/- (Indian Rupees Ten) each, shall stand reclassified entirely only as equity share capital, comprised of INR 23,000,000,000 (Indian Rupees Twenty Three Billion only) of equity share capital, divided into 23,000,000,000 (Twenty Three Billion) equity shares of face value of INR 1 (Indian Rupees One) each, and shall stand consolidated and vested in and merged with the authorised share capital of the Transferee Company. As an integral part of the Scheme and upon the Scheme coming into effect on the Effective Date, the authorised share capital of the Transferor Company 2, comprised of 5,000,000 (Five Million) Equity Shares of INR. 10/- (Indian Rupees Ten) each, shall stand consolidated and vested in and merged with the authorised share capital of the Transferee Company. As a consequence, the authorised share capital of the Transferee Company as set out in Clause 1.3 of Section II of the Scheme shall stand enhanced to INR 23,901,000,000 (Indian Rupees Twenty Three Billion Nine Hundred And One Million) divided into 23,901,000,000 (Twenty Three Billion Nine Hundred And One Million) Equity Shares of face value of INR 1 (Indian Rupees One only) each, without any further act, instrument or deed undertaken by the Transferee Company and the liability of the Transferee Company for payment of any additional fees or stamp duty in respect of such increase shall be limited to the difference between the fee or stamp duty payable by the Transferee Company on its increased authorized share capital after the Scheme comes into effect, and the fee or stamp duty paid by the Transferor Company 1 and the Transferor Company 2, if any, on its authorised share capital, from time to time.

• 2.2. Subsequent to the sub-division of the Equity Shares of the Transferee Company as contemplated in Section I of this Scheme and reclassification and enhancement of the authorised share capital of the Transferee Company as contemplated herein, the authorised share capital clause of the memorandum of association (Clause V) of the Transferee Company shall stand modified and read as follows:

“ The Authorised Share Capital of the Company is INR 23,901,000,000 (Indian Rupees Twenty Three Billion Nine Hundred And One Million) divided into 23,901,000,000 (Twenty Three Billion Nine Hundred And One Million) equity shares of face value of INR 1 (Indian Rupees One only) each. ”

• 2.3. For the avoidance of doubt, it is clarified that, in case, the authorised share capital of the Transferor Company 1, the Transferor Company 2 and/ or the Transferee Company, as the case may be, undergoes any change, prior to this Scheme coming into effect on the Effective Date, then this Clause 2 of Section V of the Scheme shall automatically stand modified/ adjusted accordingly to take into account the effect of such change.

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2.4.
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On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Sections 13, 61 and 64 of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Listing Regulations and the Articles, as may be applicable for effecting the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferor Company 1, the Transferor Company 2 or the Transferee Company under Sections 13, 61 or 64 of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Listing Regulations and the Articles. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents/ intimations as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority in respect of the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, in the manner set out in this Clause 2 of Section V of the Scheme. Pursuant to Section 232(3)(i) of the Act, the fee(s) paid by the Transferor Company 1 and Transferor Company 2 on their respective authorised share capital shall be set-off against any fee payable by the Transferee Company on its authorised share capital subsequent to the amalgamation.

1. CONVERSION OF THE TRANSFEREE COMPANY INTO A PUBLIC COMPANY

2. 3.1. As an integral part of the Scheme and upon the Scheme coming into effect on the Effective Date, the Transferee Company shall stand converted into a ‘public company’ in terms of the Act and rules made thereunder. As the conversion of the Transferee Company into a ‘public company’ is an integral part of the Scheme, the consent of the Board and members of the Parties to this Scheme shall be deemed to be their consent for such conversion as required under the Act and rules made thereunder, including in terms of Sections 13 and 18 of the Act and any other applicable provisions of the Act and rules made thereunder, and provisions of the Articles.

3. 3.2. The memorandum of association shall be amended (to the extent required) to reflect the conversion contemplated in Clause 3.1 above as required in terms of the Act and rules made thereunder. Upon the Scheme coming into effect on the Effective Date, the Transferee Company’s name shall stand changed to remove the word “Private” from its name or be adopted to such other name as may be mutually agreed between the Board of the Transferee Company and the Transferor Company 1, and approved by the relevant jurisdictional Registrar of Companies.

4. 3.3. The Articles of the Transferee Company shall be amended and restated to reflect the conversion contemplated in Clause 3.1 above, in accordance with Clause 2 of Section IV of this Scheme.

5. 3.4. On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230-232 of the Act and other relevant provisions of the Act and rules made thereunder, the SEBI Circular and the Listing Regulations, if applicable, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Sections 13, 14 and 18 of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Listing Regulations, as may be applicable for effecting the aforesaid conversion of the Transferee Company into a public company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 13, 14 or 18 of the Act and/ or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Listing Regulations. Upon this Scheme coming into effect, the Transferee

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Company shall, if required, file all necessary documents/ intimations and make payment of any necessary fees as per the provisions of Act and rules made thereunder with RoC Mumbai or any other applicable Governmental Authority in respect of the aforesaid conversion of the Transferee Company into a public company, in the manner set out in this Clause 3 of Section V of the Scheme. The RoC Mumbai will issue a fresh certificate of incorporation to the Transferee Company in accordance with the provisions of the Act and rules made thereunder.

1. LISTING OF EQUITY SHARES

2. 4.1. Upon the Scheme coming into effect on the Effective Date, the Equity Shares of the Transferee Company shall be listed and admitted for trading on the Stock Exchanges by virtue of this Scheme and in accordance with the provisions of Applicable Laws (including the SEBI Circular). The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of the SEBI Circular, and take all steps to get its Equity Shares listed on the Stock Exchanges and obtain the final listing and trading permissions.

3. 4.2. The Equity Shares allotted by the Transferee Company pursuant to this Scheme shall remain frozen in the depository system till listing/ trading permission is given by the designated Stock Exchange. There shall be no change in the shareholding pattern of the Transferee Company between the Record Date and the listing which may affect the status of such permission. Further, the Transferee Company will not issue/ reissue any Equity Shares which are not covered under the Scheme.

4. 4.3. Post listing of the Equity Shares of the Transferee Company on the Stock Exchanges, the Transferee Company shall comply with the requirement of maintaining public shareholding within such timelines as may be prescribed by Applicable Law from time to time. Additionally, the percentage of shareholding of the pre-scheme public shareholders of the Transferor Company 1, in the post scheme shareholding pattern of the Transferee Company on a fully diluted basis, shall not be less than 25% (twenty five per cent.) in accordance with the provisions of the SEBI Circular.

5. 4.4. Any acquisition of shares, voting rights or control pursuant to the amalgamation of the Transferor Company 1 and Transferor Company 2 with the Transferee Company pursuant to this Scheme does not trigger any obligation to make an open offer, in terms of Regulation 10(1)(d) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“ Takeover Code ”). The Sony Group and the Essel Group shall not be considered to be ‘persons acting in concert’, in terms of the Takeover Code, for the purposes of the transactions contemplated under this Scheme.

5. CONDITIONALITY AND EFFECTIVENESS OF THE SCHEME

• 5.1. This Scheme shall become effective on the date on which the last of the following conditions are fulfilled in accordance with the terms of the Merger Cooperation Agreement (“ Effective Date ”):

(a) Approval of the members:

• (i) the requisite majorities in number and value of such classes of members as may be directed by the Tribunal or any other competent authority, as may be applicable, approving the Scheme;

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• (ii) the votes cast by the public shareholders of the Transferor Company 1 in favour of the Scheme being more than the number of votes cast by the public shareholders of the Transferor Company 1 against the Scheme; and

• (iii) the public shareholders of the Transferor Company 1 shall have approved the Scheme by way of an ordinary resolution and all ‘interested persons’ as understood in terms of the Listing Regulations shall have abstained from voting in the relevant meeting of the members approving the Scheme;

in each case, in compliance with the provisions of the Act, the SEBI Circular and the Listing Regulations that require seeking approval of a Party through e-voting.

• (b) The requisite majorities in number and value of such classes of secured and unsecured creditors as may be directed by the Tribunal or any other competent authority, as may be applicable, approving the Scheme.

• (c) The Parties having procured the Approval of the Competition Commission of India, in accordance with the provisions of Applicable Laws, to consummate the Scheme and other transactions contemplated under the Merger Cooperation Agreement, in a form and substance satisfactory to each Party.

• (d) The Scheme being sanctioned by the Tribunal under Sections 230 to 232 and any other applicable provisions of the Act and rules made thereunder, and each of the Parties having filed certified copies of the order of the Tribunal sanctioning this Scheme with RoC Mumbai within the statutory timelines.

• (e) The Parties having procured the Approval(s) from the Ministry of Information and Broadcasting, Government of India, for (i) the appointment of the ZEEL Director as the managing director and the chief executive officer of the Transferee Company; (ii) the appointment of each of the Independent Directors to the Board of the Transferee Company; and (iii) the appointment of each of the Sony Group Director(s), to the Board of the Transferee Company.

• (f) The Parties having made an application to the Ministry of Information and Broadcasting, Government of India for obtaining the approval of the Ministry of Information and Broadcasting, Government of India, in accordance with the provisions of Applicable Laws for the transfer of the licenses obtained by Transferor Company 1 and Transferor Company 2 in relation to the up-linking and down-linking of television channels (as applicable) to the Transferee Company, pursuant to this Scheme.

• (g) The satisfaction (or waiver in writing) of such other conditions as have been mutually agreed between the Parties in writing in the Merger Cooperation Agreement.

• (h) The occurrence of the Closing Date in terms of the Merger Cooperation Agreement.

• 5.2. Each of the Parties shall file the order of the Tribunal approving the Scheme with RoC Mumbai within a period of 30 (thirty) days of receipt of such order. In case the Scheme does not become effective in terms of Clause 5.1 above, within a period of 30 (thirty) days of receipt of the order of the Tribunal approving the Scheme, each of the Parties shall file an intimation with RoC Mumbai within 30 (thirty) days of the Effective Date.

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6. SEQUENCING OF ACTIONS
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Upon the sanction of this Scheme and upon this Scheme coming into effect on the Effective Date, the following shall be deemed to have occurred / shall occur and become effective and operative, only in the sequence and in the order mentioned hereunder:

Firstly, the following actions under Section I of this Scheme shall occur:

• (a) sub-division of the Equity Shares of the Transferee Company in accordance with Section I of this Scheme;

• (b) issuance and allotment of the SPNI Bonus Shares by the Transferee Company to the SPNI Shareholder(s) in accordance with Section I of the Scheme;

• (c) issuance and allotment of the SPNI Subscription Shares by the Transferee Company to the SPNI Shareholder(s) in consideration of the contribution of the SPNI Subscription Amount by the SPNI Shareholder(s) to the Transferee Company, in accordance with Section I of this Scheme;

• (d) issuance and allotment of the Essel Subscription Shares by the Transferee Company to Essel Mauritius and Essel Mauritius SPV, in the proportion set out in Schedule E, in consideration of the contribution of the Essel Subscription Amount by Essel Mauritius and Essel Mauritius SPV to the Transferee Company, in the proportion set out in Schedule E and in accordance with Section I of this Scheme;

Subsequently, the following actions under Sections II, III, IV and V of this Scheme shall occur:

• (e) amalgamation of the Transferor Company 1 into and with the Transferee Company in accordance with Section II of this Scheme;

• (f) amalgamation of the Transferor Company 2 into and with the Transferee Company in accordance with Section III of this Scheme;

• (g) transfer of the authorised share capital of each of the Transferor Company 1 and Transferor Company 2 to the Transferee Company in accordance with Clause 2 of Section V of the Scheme, and consequential increase in the authorised share capital of the Transferee Company;

• (h) issue and allotment of Equity Shares of the Transferee Company by the Transferee Company to the shareholders of the Transferor Company 1 (as of the Record Date) in accordance with Clause 3 of Section II of this Scheme and to the shareholders of the Transferor Company 2 (as of the Record Date) in accordance with Clause 3 of Section III of this Scheme;

• (i) appointment of the ZEEL Director as the managing director and chief executive officer of the Transferee Company in accordance with the terms of this Scheme;

• (j) conversion of the Transferee Company into a ‘public company’ in accordance with Clause 3 of Section V of the Scheme, and the consequential amendment of the memorandum of association and the Articles of the Transferee Company;

• (k) dissolution of the Transferor Company 1 without winding-up in accordance with Clause 5 of Section II of this Scheme;

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• (l) dissolution of the Transferor Company 2 without winding-up in accordance with Clause 5 of Section III of this Scheme; and

• (m) listing of the Equity Shares of the Transferee Company in accordance with Clause 4 of Section V of the Scheme.

7. MODIFICATIONS/ AMENDMENTS TO THE SCHEME

Each of the Parties will be at liberty to apply to the Tribunal from time to time for necessary directions in matters relating to this Scheme or any terms thereof, in terms of the Act and rules made thereunder.

Subject to the provisions of the SEBI Circular, the Parties may, by mutual consent and acting through their respective board of directors (which shall include any committee constituted by the respective boards), assent to any modifications/ amendments to this Scheme and/ or to any conditions or limitations that the Tribunal or any other Governmental Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them.

8. APPLICATION FOR OPERATIONAL LICENSES BY TRANSFEREE COMPANY

The Transferee Company shall be entitled, pending the sanction of this Scheme, to apply to any Governmental Authority, if required, under any law for such consents and approvals which the Transferee Company may require to carry on the business of the Transferor Company 1 and Transferor Company 2.

9. REMOVAL OF DIFFICULTIES

The Parties may, by mutual consent and acting through their respective authorised representatives, agree to take all such steps as may be necessary, desirable or proper to resolve all doubts, difficulties or questions, that may arise in relation to the meaning or interpretation of the respective sections of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or order of the Tribunal or any other Governmental Authority or otherwise, howsoever arising out of, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and/ or any matters concerned or connected therewith and to do and execute all acts, deeds, matters and things necessary for giving effect to this Scheme.

This Scheme is in compliance with the provisions relating to “Amalgamation” as specified under Section 2(1B) and other relevant provisions of the Income-tax Act, 1961 and applicable rules. If any terms or provisions of this Scheme is/are inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, the provisions of Section 2(1B) of the Income-tax Act shall prevail and this Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income-tax Act, 1961 and such modification shall not affect other terms or provisions of this Scheme.

10. WITHDRAWAL OF THE SCHEME

The Scheme may be withdrawn from the Tribunal by the Parties upon the occurrence of the following events:

• (a) by mutual consent of the Parties, acting through their respective board of directors; or

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• (b) upon termination of the Merger Cooperation Agreement.

• ENTIRE EFFECT

Each section of this Scheme is inextricably inter-linked with the other sections and the Scheme shall be given effect only in its entirety in the sequence set out in Clause 6 of Section V of the Scheme.

12. COSTS, CHARGES AND EXPENSES

Except as otherwise contemplated in the Merger Cooperation Agreement, each of the Parties shall bear all their respective costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto.

13. REPEAL AND SAVINGS

The provisions of the Act and rules made thereunder shall not be required to be separately complied with, in relation to acts done by the Transferor Company 1 or the Transferor Company 2 or the Transferee Company as per direction or order of the Tribunal sanctioning this Scheme.

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		SCHEDULE A ESSEL GROUP
S. No.	Name of the Essel Group Participant	Address
1.	Subhash Chandra	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
2.	Sushila Devi	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
3.	Punit Goenka	6 & 7thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
4.	Shreyasi Goenka	6 & 7thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
5.	Amit Goenka	4 & 5thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
6.	Navyata Goenka	4 & 5thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. JayHind College, Churchgate,Mumbai 400020
7.	Cyquator Media Services Private Limited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400013
8.	Essel Corporate LLP	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400013
9.	Sprit Infrapower & Multiventures Private Limited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400013
10.	Essel Infraprojects Limited	513/A, 5thFloor, Kohinoor City, Kirol Road, Kurla (west), Mumbai 400070
11.	Essel Media Ventures Limited	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
12.	Sunbright International Holdings Limited (formerly known as Essel Holdings Limited)	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
13.	Essel International Limited	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius

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SCHEDULE B

ARTICLES OF ASSOCIATION

[ appended below ]

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UNDER THE COMPANIES ACT, 2013 (18 of 2013)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

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(Incorporated under the Companies Act, 1956)

This set of Articles of Association has been adopted as the Articles of Association of [ name of resultant entity ] (the “ Company ”) in substitution for and to the exclusion of the existing articles of association of the Company pursuant to the Scheme of Arrangement ( as defined below ).

PRELIMINARY

TABLE ‘F’ EXCLUDED

1. The regulations contained in the Table marked ‘F’ in Schedule I to the Act (as defined below), shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles ( as defined below ) or by the said Act ( as defined below ).

2. The regulations for the management of the Company and for the observance by the members thereto and their representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion or alteration of or addition to its regulations by resolution as prescribed or permitted by the Act, be such as are contained in these Articles.

PART A

DEFINITIONS AND INTERPRETATION

3. In these Articles, the following words and expressions, unless repugnant to the subject, shall mean the following:

• “ Act ” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time being in force.

“ Affiliate ” means,

• (i) with respect to any Person that is not a natural Person, any Person Controlled, directly or indirectly, by that Person, or any Person that Controls, directly or indirectly, that Person, or any Person under common Control with that Person, directly or indirectly;

• (ii) with respect to any Person that is a natural Person, (a) any Person Controlled directly or indirectly, by that Person or his/ her Relative(s) or any Trust(s); (b) any trust, of

1 To be inserted basis the name approved pursuant to the Scheme of Arrangement.

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which such Person or his/her Relative or any Person Controlled directly or indirectly, by that Person or his/ her Relatives, is a direct or indirect beneficiary (“ Trust ”); and (c) his/ her Relatives.

“ Annual General Meeting ” means the annual general meeting of the Company convened and held in accordance with the Act.

“ Articles of Association ” or “ Articles ” mean these articles of association of the Company, as may be altered from time to time in accordance with the Act.

“ Board ” or “ Board of Directors ” means the board of directors of the Company in office at applicable times.

“ Buy Back ” shall have the meaning as referred to under Section 68 of the Act.

“ Company ” means [ name of the resultant entity ], a company incorporated under the laws of India.

“ Company Secretary ” means the company secretary of the Company appointed under the Act.

“ Consultative Matter Discussion ” means the matters set forth in Article 116(b).

“ Consultative Matters ” means the matters set forth in Article 116(i).

“ Controlling ”, “ Controlled by ” or “ Control ” with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than one-half of the Directors, partners or other individuals exercising similar authority with respect to such Person.

“ Depository ” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the Depositories Act, 1996 and a company formed and registered under the Act and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992.

“ Director ” shall mean any director of the Company.

“ Equity Securities ” mean, with respect to a Company, the Equity Shares of such Company and such other instruments, securities, shares, options (whether granted, vested, exercised or not), warrants (whether exercised or not), or arrangements which are convertible into, exchangeable for or exercisable into, Equity Shares of such Company.

“ Equity Shares ” shall mean the issued, subscribed and fully paid-up equity shares of the Company.

“ Essel Group Participants ” means the Persons set out in Schedule I .

“ Essel Person ” shall have the meaning assigned to such term in Article 117.

“ Extraordinary General Meeting ” means an extraordinary general meeting of the Company convened and held in accordance with the Act.

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“ Financial Year ” means the period commencing on April 1 of each year and ending on March 31 of the following calendar year.

“ Fully-Diluted Basis ” means, with respect to any calculation of the number of outstanding Equity Shares of a Person (other than a natural Person), calculated as if: (i) Equity Securities of such Person outstanding on the date of such calculation have been exercised or exchanged for, or converted into, Equity Shares of such Person; and (ii) Equity Shares issuable by such Person pursuant to contractual or other obligations have been issued.

“ General Meeting ” means any duly convened meeting of the shareholders of the Company and any adjournments thereof.

“ Governmental Authority ” means (i) any international, supra-national, national, state, city or local governmental, regulatory or statutory authority; (ii) any commission, organisation, agency, department, ministry, board, bureau or instrumentality of any of the foregoing (and “instrumentality of any of the foregoing” includes any entity owned or controlled by any of such foregoing authorities); (iii) any stock exchange or similar self-regulatory or quasigovernmental agency or private body exercising any regulatory or administrative functions of or relating to the government; (iv) any arbitrator, arbitral body, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over the Company and (v) any state or other subdivision thereof or any municipality, district or other subdivision thereof.

“ Independent Director ” shall have the meaning assigned to such term in Article 68 (b).

“ Initial Term ” shall have the meaning assigned to such term in Article 70.

“ INR ” or “ Rupees ” or “ Rs. ” means Indian rupees, the lawful currency of India for the time being.

“ Law ” means, to the extent applicable, all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directives of any Governmental Authority or Person acting under the authority of any Governmental Authority.

“ Listing Regulations ” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, modified, replaced or supplemented from time to time and to the extent in force.

“ Managing Director ” shall have the meaning assigned to such term in Article 68 (c).

“ Member ” means the duly registered holder from time to time, of the shares of the Company and in case of shares held by a Depository, the beneficial owners whose names are recorded as such with the Depository.

“ Memorandum ” or “ Memorandum of Association ” means the memorandum of association of the Company, as may be altered from time to time.

“ Observer ” shall have the meaning assigned to such term in Article 72 (a).

“ Office ” means the registered office, for the time being, of the Company.

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“ Officer ” shall have the meaning assigned thereto by the Act.

“ Ordinary Resolution ” shall have the meaning assigned thereto by the Act.

“ Original Director ” shall have the meaning assigned to such term in Article 76.

“ Person ” means any natural Person, limited or unlimited liability Company, corporation, partnership firm (whether limited or unlimited), proprietorship firm, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as an entity under Law.

“ Register of Members ” means the register of members to be maintained pursuant to the provisions of the Act and the register of beneficial owners pursuant to Section 11 of the Depositories Act, 1996, in case of shares held in a Depository.

“ Related Party ” has the meaning ascribed to it in the Act.

“ Relative ” has the meaning ascribed to it in the Act.

“ Restricted Percentage of Shares ” shall have the meaning assigned to such term in Article 117 (a).

“ Restricted Percentage of Voting Rights ” shall have the meaning assigned to such term in Article 117 (a).

“ Scheme of Arrangement ” means the scheme of arrangement under Sections 230 to 232 and other applicable sections of the Act amongst the Company, Zee Entertainment Enterprises Limited, Bangla Entertainment Private Limited and their respective shareholders and creditors.

“ Seal ” means the common seal of the Company for the time being.

“ Share Capital ” means the issued and paid up equity share capital of the Company.

“ Sony Director ” shall have the meaning assigned to such term in Article 68 (a).

“ Special Resolution ” shall have the meaning assigned thereto by the Act.

“ SPNI Parties ” shall have the meaning assigned to such term in Article 110 (a).

“ SPNI Shareholder ” means SPE Mauritius Holdings Limited;

“ Trust ” shall have the meaning assigned to such term in the definition of “Affiliate”.

“ ZEEL Director ” means Mr. Punit Goenka, a Person resident in India, currently residing at 7th Floor, Vasant Sagar Properties Pvt. Ltd, A Road, Opp Jai Hind College, Churchgate, Mumbai and having permanent account number AAEPG2529E.

“ ZEEL Director Employment Agreement ” means the employment agreement to be entered into by the ZEEL Director and the Company.

4. Except where the context requires otherwise, these Articles will be interpreted as follows:

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• (a) headings are for convenience only and shall not affect the construction or interpretation of any provision of these Articles;

• (b) where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;

• (c) words importing the singular shall include the plural and vice versa;

• (d) all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders;

• (e) the expressions “hereof”, “herein” and similar expressions shall be construed as references to these Articles as a whole and not limited to the particular Article in which the relevant expression appears;

• (f) the ejusdem generis (of the same kind) rule will not apply to the interpretation of these Articles. Accordingly, include and including will be read without limitation;

• (g) a reference to any document (including these Articles) is to that document as amended, consolidated, supplemented, novated or replaced from time to time;

• (h) a reference to a statute or statutory provision includes, to the extent applicable at any relevant time:

• (i) that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision; and

• (ii) any subordinate legislation or regulation made under the relevant statute or statutory provision.

SHARE CAPITAL AND VARIATION OF RIGHTS

5. AUTHORISED SHARE CAPITAL

The authorised share capital of the Company shall be such amount, divided into such class(es), denomination(s) and number of shares in the Company as stated in Clause V of the Memorandum of Association, with power to increase or reduce such capital from time to time and power to divide the shares in the capital for the time being into other classes, to attach thereto respectively such preferential, convertible, deferred, qualified, or other special rights, privileges, conditions or restrictions and to vary, modify or abrogate the same in such manner as may be determined by or in accordance with the Articles of the Company, subject to the provisions of Law for the time being in force.

6. KINDS OF SHARE CAPITAL

The Company may issue the following kinds of shares in accordance with these Articles, the Act and other Laws:

• (a) Equity Share capital:

• (i) with voting rights; and/or

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• (ii) with differential rights as to dividend, voting or otherwise in accordance with the Act; and

(b) Preference share capital.

7. SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of all or any of such shares to such Persons, in such proportion and on such terms and conditions and either at a premium or at par or at a discount and at such time as they may from time to time think fit, and with the sanction of the Company in a General Meeting, give to any Person the option or right to call for any shares either at par or at a premium during such time and for such consideration as the Board thinks fit. Provided that an option or a right to call for any shares shall not be given to any Person or Persons without the sanction of the Company in the General Meeting.

8. FURTHER ISSUE OF SHARES

• (a) Where at the time in terms of Section 62 of the Act, the Company proposes to increase the subscribed capital by the issue of further shares, either out of the unissued capital or out of the increased share capital then:

• (i) such further shares shall be offered to the Persons who, at the date of the offer, are holders of the Equity Shares of the Company, in proportion, as near as circumstances admit, to the capital paid-up on those shares at the date;

• (ii) such offer shall be made by a notice specifying the number of shares offered and limiting a time not less than 30 (thirty) days from the date of the offer and the offer, if not accepted within such time period, will be deemed to have been declined;

• (iii) the offer aforesaid shall be deemed to include a right exercisable by the Person concerned to renounce the shares offered to him or any of them in favour of any other Person and the notice referred to in sub-clause (ii) of Article 8(a) shall contain a statement of this right. Provided that, subject to the Act, the Directors may decline to allot any shares to any Person in whose favour any Member may renounce the shares offered to him without assigning any reason; and

• (iv) after expiry of the time specified in the aforesaid notice, or on receipt of an earlier intimation from the Person to whom such notice is given stating that he declines to accept the shares offered, the Board may, at its sole discretion, dispose them off in such manner and to such Person(s) for the benefit of the Company.

• (b) Notwithstanding anything contained in sub-clause (a), the aforesaid further shares may be offered to any Persons (whether or not those Persons include the Persons referred to in clause (i) of Article 8(a)) in any manner whatsoever, if a Special Resolution to that effect is passed by the Company in a General Meeting.

• (c) Nothing in Article 8(a)(iii) shall be deemed:

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• (i) to extend the time within which the offer should be accepted; or

• (ii) to authorize any other Person to exercise the right of renunciation, on the ground that the Person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.

• (d) Nothing in this Article 8 shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option attached to debentures issued or loans raised by the Company:

• (i) to convert such debentures or loans into shares in the Company; or

• (ii) to subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise),

provided that the terms of issue of such debentures or the terms of such loans provide for such option to convert and such option has been approved by a special resolution at a General Meeting of the Company.

9. POWER TO ALTER SHARE CAPITAL

Subject to the provisions of the Act, the Company in its General Meetings may, by an Ordinary Resolution, from time to time:

• (a) increase the authorized share capital by such sum, to be divided into shares of such amount as it thinks expedient;

• (b) sub-divide its shares, or any of them, into shares of smaller amount that is fixed by the Memorandum of Association, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

• (c) cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the shares so cancelled;

• (d) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, provided that no consolidation and division which results in changes in the voting percentage of shareholders shall take effect unless it is approved by the tribunal on an application made in accordance with the Act; and

• (e) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination.

10. VARIATION OF SHAREHOLDERS’ RIGHTS

• (a) If at any time the share capital of the Company is divided into different classes of shares, the rights attached to the shares of any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to provisions of Section 48 of the Act and whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourth of the issued shares of that class

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or with the sanction of a Special Resolution passed at a separate meeting of the holders of the issued shares of that class, as prescribed by the Act.

• (b) To every such separate meeting, the provisions of these Articles relating to General Meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least 2 (two) persons holding at least one-third of the issued shares of the class in question.

• (c) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

11. PREFERENCE SHARES

Subject to the provisions of Section 55 of the Act, any preference shares may be issued on the terms that they are to be redeemed and/ or converted on such terms and in such manner as the Company before the issue of the shares may, by Special Resolution, determine.

12. REDUCTION OF SHARE CAPITAL

The Company may, by a Special Resolution as prescribed by the Act, reduce in any manner and in accordance with the provisions of the Act:

• (a) its share capital;

• (b) any capital redemption reserve account; or

• (c) any share premium account.

13. DEMATERIALISATION OF SECURITIES

Subject to the provisions of applicable Laws, the Company shall recognise interest in dematerialised securities under the Depositories Act, 1996.

14. BUY BACK OF SHARES

• (a) Notwithstanding anything contained in these Articles, but subject to all applicable provisions of the Act or any other Law for the time being in force, the Company may purchase its own shares or other specified securities.

• (b) Except as required by Law, no Person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by Law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC.

The Company may exercise the powers of paying commissions conferred by Section 40(6) of the Act, provided that the rate per cent. or the amount of the commission paid or agreed to be

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paid shall be disclosed in the manner required by Section 40(6) of the Act and rules made thereunder. The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under Section 40(6) of the Act. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.

LIEN

16. COMPANY’S LIEN ON SHARES / DEBENTURES/ OTHER SECURITIES

• (a) The Company shall, subject to Law, have a first and paramount lien on: (a) every share (not being a fully paid share) and on the proceeds of sale thereof for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and (b) all shares (not being fully paid shares) standing registered in the name of any Person, for all monies payable by such Person or his estate to the Company. Such lien shall extend to all dividends or interests as the case may be and bonuses from time to time declared in respect of such shares/ debentures. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.

Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article.

• (b) The fully paid-up shares shall be free from all lien of the Company and in the case of partly paid-up shares the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares.

17. LIEN TO EXTEND TO DIVIDENDS, ETC.

The Company’s lien, if any, on a share shall extend to all dividends and bonuses declared from time to time in respect of such shares.

18. ENFORCING LIEN BY SALE

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien:

Provided that no sale shall be made—

• (a) unless a sum in respect of which the lien exists is presently payable; or

• (b) until the expiration of 14 (fourteen) days’ after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or to the Person entitled thereto by reason of its death or insolvency or otherwise.

19. VALIDITY OF SALE

The Board may authorise any Person to transfer the shares to be sold pursuant to Article 18 and upon such sale, the purchaser shall be registered as the holder of the shares comprised in any such transfer. The purchaser shall not be bound to see to the application of the purchase money, nor shall its title to the shares be affected by any irregularity or invalidity in the proceedings with reference to the sale.

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20. APPLICATION OF SALE PROCEEDS

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the Person entitled to the shares at the date of the sale.

21. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.

The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including debentures, of the Company.

CALLS ON SHARES, DEBENTURES AND OTHER SECURITIES

22. The Board may, from time to time, make calls upon the Members of the Company in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times.

23. Each Member of the Company shall, subject to receiving at least 14 (fourteen) days’ notice specifying the time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on its shares.

24. A call may be revoked or postponed at the discretion of the Board.

25. A call on shares shall be deemed to have been made at the time when the resolution of the Board authorizing the call on shares was passed and may be required to be paid by instalments.

26. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

27. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.

28. The Board shall be at liberty to waive payment of any such interest wholly or in part.

29. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

30. In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

31. The Board—

• (a) may, if it thinks fit, receive from any Member of the Company willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and

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• (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the Company in General Meeting shall otherwise direct, 12% (twelve per cent.) per annum, as may be agreed upon between the Board and the relevant Member of the Company paying the sum in advance.

32. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities, including debentures, of the Company.

FORFEITURE OF SHARES

33. If a Member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

34. The notice aforesaid shall—

• (a) name a further day (not being earlier than the expiry of 14 (fourteen) days from the date of service of the notice) on or before which the payment required by the notice is to be made; and

• (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.

35. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

36. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.

37. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.

38. A Person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares.

39. The liability of such Person shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares.

40. A duly verified declaration in writing that the declarant is a Director, the manager or the Company Secretary, of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share.

41. The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the Person to whom the share is sold or disposed of.

42. The transferee shall thereupon be registered as the holder of the share.

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43. The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

44. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

45. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities, including debentures, of the Company.

TRANSFER AND TRANSMISSION OF SHARES

46. INSTRUMENT OF TRANSFER

• (a) The instrument of transfer of any share shall be in writing and all the provisions of the Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

• (b) The Board may decline to recognize any transfer unless-

• (i) the instrument of transfer is in the form prescribed under the Act or other provisions of Law;

• (ii) the instrument of transfer is accompanied by the certificate of shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

• (iii) the instrument of transfer is in respect of only one class of shares.

• (c) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document.

• (d) The Company shall use a common form of transfer in accordance with the Act and rules notified thereunder.

• (e) Notwithstanding the foregoing, in case of transfer of shares which are held in dematerialized form the aforementioned provisions shall not apply, and the provisions of the Depositories Act, 1996 shall apply.

47. CLOSING REGISTER OF TRANSFERS AND OF MEMBERS

Subject to compliance with the Act and other Laws, the Board shall be empowered, on giving not less than 7 (seven) days’ notice or such period as may be prescribed, to close the transfer books, Register of Members, the register of debenture holders or other similar registers at such time or times, and for such period or periods, not exceeding 30 (thirty) days at a time and not exceeding in aggregate 45 (forty five) days in each year as it may deem expedient.

48. DIRECTORS MAY REFUSE TO REGISTER TRANSFER

Subject to the provisions of these Articles and applicable Laws, the Company may with sufficient cause refuse to register the transfer of any securities of the Company, but in such

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cases, the Directors shall within 1 (one) month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer. Provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other Person or Persons indebted to the Company on any account whatsoever, except where the Company has a lien on the shares or other Securities.

49. TRANSMISSION OF SHARES

• (a) On the death of a Member of the Company, the survivor or survivors where the Member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only Persons recognized by the Company as having any title to his interest in the shares held by such Member.

• (b) Nothing in Article 49(a) above shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other Persons.

• (c) Any Person becoming entitled to a share in consequence of the death or insolvency of a Member of the Company may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—

• (i) to be registered himself as holder of the share; or

• (ii) to make such transfer of the share as the deceased or insolvent Member could have made.

• (d) The Board shall, in either case, have the same right to decline or suspend registration of the relevant share as it would have had, if the deceased or insolvent Member had transferred the share before his death or insolvency.

• (e) If the Person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If the Person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.

• (f) All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the Member of the Company had not occurred and the notice or transfer were a transfer signed by that Member.

• (g) A Person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such Person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 (ninety) days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with.

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50. TRANSFER AND TRANSMISSION OF DEBENTURES

The provisions of these Articles 46 to 49, shall, mutatis mutandis , apply to the transfer of or the transmission by Law of the right to any securities including, debentures of the Company.

GENERAL MEETINGS

51. ANNUAL GENERAL MEETINGS

• (a) The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meeting in that year.

• (b) An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act.

52. EXTRAORDINARY GENERAL MEETINGS

All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”. The Board may, whenever it thinks fit, call an Extraordinary General Meeting.

53. EXTRAORDINARY MEETINGS ON REQUISITION

The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the Company in the circumstances and in the manner provided under the Act.

54. NOTICE FOR GENERAL MEETINGS

All General Meetings shall be convened by giving not less than clear 21 (twenty one) days’ notice, in such manner as is prescribed under the Act, specifying the place, date and hour of the meeting and a statement of the business proposed to be transacted at such a meeting, in the manner mentioned in the Act. Notice shall be given to all the Members and to such persons as are under the Act and/or these Articles entitled to receive such notice from the Company but any accidental omission to give notice to or non-receipt of the notice by any Member or other person to whom it should be given shall not invalidate the proceedings of any General Meetings. The Members may participate in General Meetings through such modes as permitted by Laws.

55. QUORUM FOR GENERAL MEETING

No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section 103 of the Act.

56. TIME FOR QUORUM AND ADJOURNMENT

Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, a quorum is not present, the meeting, if called upon the requisition of Members, shall be cancelled and in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine. If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be quorum and may transact the business for which the meeting was called.

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57. CHAIRMAN OF GENERAL MEETING

The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of the Company.

58. ELECTION OF CHAIRMAN

Subject to the provisions of the Act, if there is no such chairman or if at any meeting he is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall elect another Director as chairman and if no Director be present or if all the Directors decline to take the chair, then the Members present shall choose a Member to be the chairman.

59. ADJOURNMENT OF MEETING

Subject to the provisions of the Act, the chairman of a General Meeting may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn that meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When the meeting is adjourned for 30 (thirty) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting .

60. PASSING RESOLUTIONS BY POSTAL BALLOT

• (a) Notwithstanding any of the provisions of these Articles, the Members of the Company may, in case of resolutions relating to such business as notified under the Act, pass any resolution by means of a postal ballot instead of transacting the business in the General Meeting of the Company.

• (b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as prescribed under the Act.

VOTE OF MEMBERS

61. VOTING RIGHTS OF MEMBERS

• (a) Subject to any rights or restrictions for the time being attached to any class or classes of shares:

• (i) on a show of hands, every Member present in person shall have one vote; and

• (ii) on a poll, the voting rights of the Members shall be in proportion to his share in the paid up Equity Share capital of the Company.

• (b) A Member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the Act and shall vote only once.

• (c) A Member shall have the right to demand a poll in accordance with the Act, in which case the business on which a poll has been demanded shall be voted on only by a poll. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

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• (d) No objection shall be raised to the qualification of any voter except at the meeting or the adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

62. VOTING BY JOINT-HOLDERS

In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members.

63. VOTING BY MEMBER OF UNSOUND MIND

A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or legal guardian may, on a poll, vote by proxy.

64. NO RIGHT TO VOTE UNLESS CALLS ARE PAID

No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him have been paid.

65. PROXY

Any Member entitled to attend and vote at a General Meeting may do so either personally or through his constituted attorney or through another person as a proxy on his behalf, for that meeting.

66. INSTRUMENT OF PROXY

• (a) The instrument appointing a proxy and power of attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority must be deposited at the Office of the Company not less than 48 (forty eight) hours prior to the time fixed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in case of a poll, not less than 24 (twenty four) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

• (b) An instrument appointing a proxy shall be in the form as prescribed under Section 105 of the Act.

67. VALIDITY OF PROXY

A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given. Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

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DIRECTOR

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68. NUMBER OF DIRECTORS
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The Board shall comprise of not more than 9 (nine) Directors as follows:

• (a) 5 (five) Directors who have been nominated by the SPNI Shareholder as the nominee directors of the SPNI Shareholder on the Board of the Company (“ Sony Director ”);

• (b) 3 (three) independent Directors (“ Independent Directors ”); and

• (c) the managing director of the Company (“ Managing Director ”).

The SPNI Shareholder shall identify and recommend candidates for appointment as Independent Directors, based on the criteria for appointment of independent directors, as set out by the nomination and remuneration committee of the Board, for consideration by the nomination and remuneration committee, the Board and Members. Each Director shall be appointed in accordance with the procedure set out in the Act and Listing Regulations.

69. Notwithstanding anything to the contrary, unless otherwise agreed to in writing by the SPNI Shareholder, the Board shall at all times comprise of a majority of directors nominated by the SPNI Shareholder.

70. The ZEEL Director will act as the Managing Director and chief executive officer of the Company for a period of 5 (five) years on and from the effectiveness of the Scheme of Arrangement (“ Initial Term ”), subject to and in accordance with the terms and conditions of the ZEEL Director Employment Agreement. The re-appointment of the ZEEL Director after the Initial Term shall be reviewed and decided by the nomination and remuneration committee of the Board, the Board and Members of the Company in accordance with applicable Laws. All the key managerial personnel of the Company shall directly report to the ZEEL Director.

71. Notwithstanding anything contained in these Articles, in the event that the ZEEL Director ceases to be chief executive officer or Managing Director of the Company, then the Managing Director and chief executive officer shall be a person who is nominated by the SPNI Shareholder, and whose appointment as Managing Director is approved by the Board and the Members. The ZEEL Director shall be a Member of the Board so long as the ZEEL Director is the chief executive officer and Managing Director of the Company, and in the event the ZEEL Director ceases to be the chief executive officer or Managing Director of the Company for any reason whatsoever, then the ZEEL Director shall cease to be a Member of the Board.

72. OBSERVER OF THE BOARD

• (a) Subject to the Essel Group Participants and/or its Affiliates holding at least 1% (one per cent.) of the Share Capital of the Company, the Essel Group Participants shall collectively be entitled to nominate 1 (one) non-voting observer to the Board (“ Observer ”) who shall be entitled to attend meetings of the Board, and shall be entitled to put forth his or her views on any matter that is deliberated by the Board. For the avoidance of doubt, the Observer shall not be entitled to vote on any matter deliberated or considered or voted on by the Board.

• (b) The presence of the Observer shall not be mandatory to conduct any meeting of the Board, and any of the Sony Directors shall have the right, to require the Observer to not participate in and excuse himself/ herself from a meeting of the Board in respect of

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matters or proceedings (i) involving the Observer, the ZEEL Director, the Essel Group Participants and/ or any of their respective Affiliates or (ii) which ordinarily a Director would be required to recuse himself/herself from, in accordance with the provisions of the Listing Regulations and the Act.

(c) The Essel Group Participants shall, at any time, be entitled to require the Company to remove the Observer and to require the Company to appoint another Observer instead.

73. CHAIRMAN OF THE BOARD

The chairman of the Board shall be one of the Independent Directors, who has been recommended by the SPNI Shareholder as the chairman of the Board and who is mutually acceptable to the SPNI Shareholder and the ZEEL Director (if and for so long as the ZEEL Director is the managing director and chief executive officer of the Company). The Board shall determine the period for which the chairman is to hold office. If no such chairman is mutually acceptable or if at any meeting the chairman is not present within 15 (fifteen) minutes after the time appointed for holding the meeting the Directors present may choose any one of the Independent Directors to be the chairman of the meeting.

74. SHARE QUALIFICATION NOT NECESSARY

Any person whether a Member of the Company or not may be appointed as Director and no qualification by way of holding shares shall be required of any Director.

75. ADDITIONAL DIRECTORS

Subject to the provisions of the Act and the Articles, the Board shall have the power at any time, and from time to time, to appoint one or more Persons as additional Directors. An additional Director so appointed shall hold office up to the date of the next Annual General Meeting of the Company and shall be eligible for appointment by the Company at the meeting pursuant to Section 161(1) of the Act.

76. ALTERNATE DIRECTORS

The Board may, upon receiving a request from a Director, appoint an alternate Director to act for such Director (“ Original Director ”) during his absence from India for a period of not less than 3 (three) months. An alternate Director appointed under this Article shall not hold office for a period longer than permissible to the Original Director in whose place he has been appointed, and shall vacate office if and when the Original Director returns to India. Any provisions in the Act or in these Articles for automatic re-appointment of retiring Director in default of another appointment, shall apply to the Original Director and not to any alternate Director.

77. REMUNERATION OF DIRECTORS

• (a) The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day.

• (b) In addition to the remuneration payable to them in pursuance of the Act, the Directors may be reimbursed in respect of all reasonable business expenses properly incurred by them (a) in connection with attending and returning from meetings of the Board of the Company or any committees thereof or General Meetings of the Company, or (b) in

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connection with the business of the Company, subject to evidence of the expenditure and the terms of any relevant policy of the Company, from time to time in force.

78. CONTINUING DIRECTOR MAY ACT

The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as the number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum or of summoning a General Meeting of the Company, but for no other purpose.

79. VACATION OF OFFICE OF DIRECTOR

• (a) The office of a Director shall be deemed to have been vacated under the circumstances enumerated under the Act. In the event of any vacancy being caused in the office of a Director, such vacancy shall be filled by appointment thereto by the Board of the Company of another Director in accordance with Article 68.

• (b) The SPNI Shareholder shall, at any time, be entitled to require the Company to remove any or all of its Sony Director(s) and to require the Company to appoint another Sony Director(s) instead.

ROTATION AND RETIREMENT OF DIRECTOR

80. At the Annual General Meeting of the Company to be held in every year, one third of such of the Directors as are liable to retire by rotation under the Act, or, if their number is not 3 (three) or a multiple of 3 (three) then the number nearest to one third shall retire from office, and all such Directors will be eligible for re-election. The Directors liable to retire under the Act in every year shall be those who have been longest in office since their last election, but as between Persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lots.

PROCEEDINGS OF BOARD OF DIRECTORS

81. MEETINGS OF THE BOARD

• (a) The Board of Directors shall meet at least once in every 3 (three) months with a maximum gap of 4 (four) months between 2 (two) meetings of the Board for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in accordance with the Act, provided that at least 4 (four) such meetings shall be held in every year. Place of meetings of the Board shall be at a location determined by the Board.

• (b) Any Director may, or the Chairman may with the consent of any one Director, or the secretary or such other Officer of the Company as may be authorised in this behalf on the requisition of a Director shall, at any time summon a meeting of the Board. Notice of at least 7 (seven) days in writing of every meeting of the Board shall be given to every Director and Observer and every alternate Director at his usual address whether in India or abroad, provided always that a meeting may be convened by a shorter notice in accordance with applicable Laws to transact urgent business subject to quorum as required under Law being present at such meeting. Notice of every meeting of the Board may also be given by way of electronic mail or any other electronic medium as may be allowed under the Act.

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• (c) The notice of each meeting of the Board shall include (i) the time for the proposed meeting; (ii) the venue for the proposed meeting; and (iii) an agenda setting out the business proposed to be transacted at the meeting.

No item that is not on the original agenda of a meeting shall be taken up for discussions at the meeting without the consent of the majority of Directors present at such meeting, including at least 1 (one) Sony Director and 1 (one) Independent Director.

• (d) The Company Secretary shall maintain an attendance register of Directors participating in any meeting of the Board, and in the absence of the Company Secretary, the attendance register of Directors shall be maintained by any 1 (one) Sony Director authorised by the Chairman.

• (e) To the extent permissible by Law, (a) the Directors may participate in a meeting of the Board or any committee thereof of which such Director is a member, by way of video conferencing or other audio visual means, and (b) the Observer may participate in a meeting of the Board by way of video conferencing or other audio visual means. The notice of (a) a meeting of the Board must inform the Directors and the Observer regarding the availability of participation through video conferencing or other audio visual means, and (b) a meeting of the committee of the Board must inform the Directors, who are a member of such committee of the Board, regarding the availability of participation through video conferencing or other audio visual means. Any Director participating in a meeting through the use of video conferencing or other audio visual means shall be counted for the purpose of quorum.

82. QUESTIONS AT BOARD MEETING HOW DECIDED

Questions arising at any time at a meeting of the Board shall be decided by majority of votes and in case of equality of votes, the Chairman shall not have a second or casting vote.

83. QUORUM

The quorum for every meeting of the Board shall be as prescribed under the Act and the Listing Regulations; provided, however, that the quorum for all meetings of the Board shall require the presence of at least 2 (two) Sony Directors.

84. ADJOURNED MEETING

Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting of the Board, a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine.

85. POWERS OF DIRECTORS

• (a) The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act or any other Law, or by the Memorandum or by these Articles required to be exercised by the Company in a General Meeting, subject nevertheless to these Articles, the provisions of the Act or any other Law and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in a General Meeting; but no regulation made by the Company in a

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General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

• (b) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case maybe, by such person and in such manner as the Board shall from time to time by resolution determine.

86. DELEGATION OF POWERS

• (a) The Board may, subject to the provisions of the Act, delegate any of its powers to (a) directors, officers or employees of the Company; or (b) committees consisting of such members of its body as it thinks fit. The Board shall constitute committees of the Board as required under Law.

• (b) The ZEEL Director shall have the right to become a member of all committees constituted by the Board, other than the audit committee, nomination and remuneration committee and any other committee of the Board where the participation of the ZEEL Director is prohibited by Law.

• (c) Any committee so formed by the Board shall, in the exercise of the power so delegated conform to any regulations that may be imposed on it by the Board and Law.

87. ELECTION OF CHAIRMAN OF COMMITTEE

• (a) A committee may elect a chairman of its meeting. If no such chairman is elected or if at any meeting the chairman is not present within 5 (five) minutes after the time appointed for holding the meeting, the members present may choose one of their members to be the chairman of the committee meeting.

• (b) The quorum of a committee may be fixed by the Board and shall be as per Law.

88. QUESTIONS HOW DETERMINED

• (a) A committee may meet and adjourn as it thinks proper.

• (b) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present as the case may be and in case of equality of vote, the chairman shall have a second or casting vote.

89. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE

All acts done by any meeting of the Board, or a committee thereof, or by any person acting as a Director shall notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such Directors or of any person acting as aforesaid or that they or any of them were disqualified, be as valid as if such Director or such person has been duly appointed and was qualified to be a Director.

90. RESOLUTION BY CIRCULATION

Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with the necessary papers, if any, to all the Directors and the Observer or to all the members of the committee, at their usual address in India and approved by such of the Directors

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or by a majority of such of them as are entitled to vote at the resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or committee duly convened and held.

91. BORROWING POWERS

• (a) Subject to the provisions of the Act and these Articles, the Board may from time to time at their discretion raise or borrow or secure the payment of any such sum of money for the purpose of the Company, in such manner and upon such terms and conditions in all respects as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without security or by the issue of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company or any other company or perpetual annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities.

• (b) The Directors may by resolution at a meeting of the Board delegate the above power to borrow money otherwise than on debentures to a committee of Directors or managing Director or to any other person permitted by Law, if any, within the limits prescribed. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise, if permissible under the Act, and may be issued on the condition that they shall be convertible into Equity Shares of any denomination and with any privileges and conditions as to redemption, surrender, drawings, allotment of Equity Shares, attending (but not voting) at General Meetings, appointment of Directors and otherwise. Debentures with the rights to conversion into or allotment of shares shall not be issued except with the sanction of the Company in General Meeting by a Special Resolution and subject to the provisions of the Act.

92. CHIEF EXECUTIVE OFFICER, GENERAL COUNSEL, COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

Subject to the provisions of the Act and Article 70, a chief executive officer, general counsel, chief compliance officer, Company Secretary and chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, general counsel, chief compliance officer, Company Secretary and chief financial officer so appointed may be removed by means of a resolution of the Board. The ZEEL Director may recommend for consideration by the Board, the appointment or removal of any key managerial personnel, other than the chief executive officer, general counsel, chief compliance officer, Company Secretary and chief financial officer.

SEAL

93. CUSTODY OF SEAL

The Board shall provide for the safe custody of the Seal for the Company and they shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof.

94. SEAL HOW AFFIXED

The Directors shall provide a Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the Directors

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shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by or under the authority of the Directors or a committee of the Directors previously given, and in the presence of at least 2 (two) Directors and the Company Secretary or such other person duly authorised by the Directors or a committee of the Directors, who shall sign every instrument to which the Seal is so affixed in its presence.

The Company may exercise the powers conferred by the Act with regard to having an official Seal for use abroad and such powers shall accordingly be vested in the Directors or any other person duly authorized for the purpose.

DIVIDEND

95. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS

The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

96. INTERIM DIVIDENDS

Subject to the provisions of the Act, the Board may from time to time pay to the Members such interim dividends of such amount on such class of shares and at such times as it may think fit and as appear to it to be justified by the profits of the company.

97. DIVIDENDS TO BE APPORTIONED

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

98. RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND

• (a) Where the Company has declared a dividend which has not been paid or claimed within a period of 30 (thirty) days from the date of declaration, the Company shall, within 7 (seven) days from the date of expiry of the 30 (thirty) day period, transfer the total amount of dividend which remains unpaid or unclaimed, to a special account to be opened by the Company in that behalf in any scheduled bank.

• (b) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established under section 125 of the Act. Any person claiming to be entitled to an amount may apply to the authority constituted the relevant Governmental Authority for payment of the money claimed.

• (c) There shall be no forfeiture of unclaimed dividends before the claim becomes barred by Law.

• (d) Any amount paid-up in advance of calls on any shares of the Company may carry interest but shall not entitle the holder of the share to participate in respect thereof, in a dividends or profits subsequently declared.

99. RESERVE FUNDS

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99. RESERVE FUNDS
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• (a) The Board may, before recommending any dividends, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applied for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends and pending such application, may, at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time think fit.

• (b) The Board may also carry forward any profits when it may consider necessary not to divide, without setting them aside as a reserve.

100. DEDUCTION OF ARREARS

Subject to the Act, no Member shall be entitled to receive payment of any interest or dividend in respect of its share or shares whilst any money may be due or owing from him to the Company in respect of such share or shares of or otherwise howsoever whether alone or jointly with any other Person or Persons and the Board may deduct from any dividend payable to any Members all sums of money, if any, presently payable by him to the Company on account of the calls or otherwise in relation to the shares of the Company.

101. RETENTION OF DIVIDENDS

The Board may retain dividends payable upon shares in respect of which any Person is, under Articles 46 to 50 hereinbefore contained, entitled to become a Member, until such Person shall become a Member in respect of such shares.

102. RECEIPT OF JOINT HOLDER

Any one of two or more joint holders of a share may give effective receipt for any dividends, bonuses or other moneys payable in respect of such shares.

103. DIVIDEND HOW REMITTED

Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the Register of Members, or to such Person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent.

104. DIVIDENDS NOT TO BEAR INTEREST

No dividends shall bear interest against the Company.

105. TRANSFER OF SHARES AND DIVIDENDS

Subject to the provisions of the Act, any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

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CAPITALISATION OF PROFITS

106. CAPITALISATION OF PROFITS

• (a) The Company in General Meeting, may, on recommendation of the Board resolve:

• (i) that it is desirable to capitalise any part of the amount for the time being standing to the credit of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution; and

• (ii) that such sum be accordingly set free for distribution in the manner specified in the sub-clause (b) amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion.

• (b) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:

• (i) paying up any amounts for the time being unpaid on shares held by such Members respectively;

• (ii) paying up in full, unissued share of the Company to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportions aforesaid;

• (iii) partly in the way specified in sub-clause (i) and partly that specified in sub - clause (ii).

• (c) A securities premium account and a capital redemption reserve account or any other permissible reserve account may be applied as permitted under the Act in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares.

• (d) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles.

107. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE

• (a) Whenever a resolution is passed in accordance with Article 106 above, the Board shall:

• (i) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or other securities, if any; and

• (ii) generally do all acts and things required to give effect thereto.

• (b) The Board shall have full power:

• (i) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks fit, in the case of shares or debentures becoming distributable in fractions; and

• (ii) to authorize any person to enter, on behalf of all the Members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or other securities to which they may be entitled upon such capitalization or as the case may require, for the payment by the Company on their behalf, by the application

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thereto of their respective proportions of the profits resolved to be capitalized, of the amount or any parts of the amounts remaining unpaid on their existing shares.

(c) Any agreement made under such authority shall be effective and binding on such Members.

ACCOUNTS AND INSPECTION

108. ACCOUNTS

The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of Members not being Directors.

109. INSPECTION BY MEMBERS

Save and except as provided in these Articles, no Member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by Law or authorised by the Board or by the Company in General Meeting.

110. INFORMATION RIGHTS

• (a) The Company acknowledges and accepts that the Company, its subsidiaries and other associate companies (collectively, “ SPNI Parties ”) benefit from the oversight and strategic advice provided by the SPNI Shareholder and/ or its Affiliates and that the SPNI Shareholder and/ or its Affiliates may also require certain information from the SPNI Parties to comply with their respective statutory obligations.

• (b) The Company shall furnish to the SPNI Shareholder and/ or its Affiliates the following information on a need to know basis from time to time, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the ‘Policy on Determination of Legitimate Purpose’ formulated by the Company:

• (i) information that may be necessary in connection with any financial or other support that may be required from the SPNI Shareholder and/or its Affiliates;

• (ii) information that may be required for entering into any transaction with the SPNI Shareholder and/ or its Affiliates including for availing any goods or services from the SPNI Shareholder and/ or its Affiliates or providing any goods or services to the SPNI Shareholder and/ or its Affiliates;

• (iii) information that may be required by the SPNI Shareholder and/ or its Affiliates (x) for preparation of their respective tax filings, consolidated accounts or financial statements; or (y) to comply with any other regulatory, legal or statutory requirements to which the SPNI Shareholder and/ or its Affiliates is subject;

• (iv) information that may be required to be shared with the SPNI Shareholder and/ or its Affiliates in connection with any advice or consultation that may be required;

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• (v) such other information as may be permitted to be shared by the Company in accordance with the ‘Policy on Determination of Legitimate Purpose’ formulated by the Company; and

• (vi) such other information as may be reasonably requested by the SPNI Shareholder and/ or its Affiliates from the Company.

• (c) Subject to applicable Law, the Company agrees to undertake audits either by itself or through any advisor, consultant or other Person engaged by it, as and if required by the SPNI Shareholder and/ or its Affiliates in connection with any regulatory, legal or statutory requirements and provide copies of the report of such audits to the SPNI Shareholder and/ or its Affiliates.

WINDING UP

111. Subject to the applicable provisions of the Act and Law:

• (a) If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Act, divide amongst the Members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not.

• (b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members.

• (c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

112. DIRECTOR’S AND OTHERS’ RIGHT TO INDEMNITY

Subject to the provisions of the Act, every Director and Officer of the Company shall be indemnified by the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in its favour or in which he is acquitted or in which relief is granted to him by the court or the tribunal. Provided, however, that such indemnification shall not apply in respect of any cost or loss or expenses to the extent it is finally judicially determined to have resulted from the negligence, wilful misconduct or bad faith acts or omissions of such Director.

GENERAL POWER

113. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its Articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided.

114. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Listing Regulations, the provisions of the Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations, from time to time.

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115. SCHEME OF ARRANGEMENT

• (a) Subject to provisions of these Articles, the Company may enter into any scheme of arrangement which is permitted under Law, including under Sections 230 to 232 of the 73 Act.

• (b) The SPNI Shareholder (and its Affiliates) and the Essel Group Participants (and its Affiliates) shall be categorized as separate and independent ‘promoters’ of the Company, as per the Listing Regulations and other Laws. The SPNI Shareholder and its Affiliates, and the Essel Group Participants and its Affiliates, shall not be considered to be ‘persons acting in concert’, in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

116. CONSULTATIVE RIGHTS

• (a) During the time the ZEEL Director is the Managing Director and chief executive officer of the Company and subject to the Essel Group Participants and/or its Affiliates holding at least 1% (one per cent.) of the Share Capital of the Company, the decisions regarding all Consultative Matters shall be taken after consultation with the ZEEL Director.

• (b) The ZEEL Director shall provide his views in respect of the Consultative Matters by way of video conference or electronic mail (“ Consultative Matter Discussion ”) within 5 (five) days of receipt by the ZEEL Director of communication/electronic mail from the Company in connection with any Consultative Matters. The communication/email from the Company in connection with any Consultative Matters should explicitly state that such communication/email is in relation to obtaining ZEEL Director’s views on the Consultative Matter(s).

• (c) The Consultative Matters Discussion shall take place prior to the first of any meeting of Board or the committees in which such Consultative Matter(s) would be taken up. For the avoidance of doubt, once a Consultative Matter Discussion has occurred with respect to any Consultative Matter, there shall be no requirement to undertake a Consultative Matter Discussion with respect to the same Consultative Matter in any subsequent meeting of the Board or any committee where such Consultative Matter would be taken up.

• Provided that in case the Company is required to undertake any Consultative Matter as urgent business, then the Company shall make best efforts to ensure that, prior to such Consultative Matters Discussion being taken up as urgent business, the Consultative Matter Discussion shall take place at a shorter notice, prior to the relevant meeting of the Board or committee where such Consultative Matter would be taken up as urgent business.

• (d) The notice for Consultative Matters Discussion shall set out the agenda supported by a note setting out details of the Consultative Matter(s) along with the relevant documents and information (to the extent available) which would otherwise be provided to the relevant members of the Board and/ or any of committees, as applicable, in which the Consultative Matter(s) would be taken up.

• (e) Such consultative right(s) shall not, in any manner, be regarded as a requirement to obtain the affirmative vote or consent of the Essel Group Participants or the ZEEL Director on such matter(s).

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• (f) The Consultative Matter Discussion shall be completed or deemed to be completed within 5 (five) days of receipt of an electronic mail by the ZEEL Director from the Company in connection with any Consultative Matters, irrespective of whether the ZEEL Director provides any views or fails to provide his views on such Consultative Matter, and the obligations of the Company under this Article 116 shall be deemed to have been completed in all respects with respect to such Consultative Matter and there shall not be any further action which the Company shall be required to undertake with respect to such consultation.

• (g) The decision with regard to such Consultative Matters shall ultimately be taken by the Board and/ or a committee of the Board or the Members of the Company and/or such other Person as has been duly authorised to take such decision (as the case may be) in accordance with the Law.

• (h) The outcome or decision on such Consultative Matters need not reflect the ZEEL Director’s views on each such Consultative Matter.

• (i) The following matters shall constitute the “ Consultative Matters ”:

• (i) any merger, amalgamation, demerger, similar reorganization involving the Company, or divestment of any business unit of the Company;

• (ii) liquidation or winding-up of the Company;

• (iii) availing any Indebtedness by the Company in any transaction in excess of INR 2000,00,00,000 (Indian Rupees Two Thousand Crore). For the purposes of this article, “ Indebtedness ” means funds borrowed by the Company and includes bank loans, debentures, money market instruments, public deposits, bank guarantees and any money market instruments which is in the nature of borrowings;

• (iv) incurring capital expenditure in any transaction in excess of INR 500,00,00,000 (Indian Rupees Five Hundred Crores);

• (v) amendment of the dividend policy of the Company;

• (vi) entering into any new transaction with any Related Party, or terminating or altering the terms of any existing transaction with any Related Party, which transaction is of a value which is in excess of INR 100,00,00,000 (Indian Rupees One Hundred Crores), other than entering into, terminating or altering any transactions with ZEEL Director, any of the Essel Group Participants and/ or any of their respective Affiliates;

• (vii) nomination of any Person as an Independent Director;

• (viii) material changes to the tax policies, procedures or practices of the Company, unless such changes are required by any applicable Law (including any requirement of any stock exchange) to which the SPNI Shareholder or any of its Affiliates are subject to or are required in accordance with any policies formulated by the SPNI Shareholder or any of its Affiliates; and

• (ix) appointment of a chief compliance officer, Company Secretary, general counsel or chief financial officer.

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ACQUISITION OF FURTHER EQUITY SECURITIES BY CERTAIN PERSONS

117. Each Essel Group Participant shall not and shall procure that each of its respective Affiliate(s) shall not, directly or indirectly, through their respective Affiliate(s) or nominee(s), on their own account or as agent for or on behalf of any other Person (such Affiliate(s), nominee(s), agent(s) or other Person(s), collectively referred to as “ Essel Persons ”), acquire or attempt to acquire, directly or indirectly, any Equity Security(ies) or voting rights of the Company that would:

• (a) result in the Essel Group Participant(s), the Essel Person(s) and their respective Affiliate(s) individually or collectively: (a) legally or beneficially holding more than 20% (twenty per cent.) of the Share Capital, on a Fully-Diluted Basis (“ Restricted Percentage of Shares ”); or (b) having the entitlement to exercise or direct the exercise of more than 20% (twenty per cent.) of the voting rights in the Company (“ Restricted Percentage of Voting Rights ”). For the purposes of this Article 117 (a), any acquisition of shares or voting rights in any Person that would enable the Essel Group Participant and/ or Essel Person(s) to hold directly or indirectly the Restricted Percentage of Shares or exercise or direct the exercise of the Restricted Percentage of Voting Rights shall also be restricted;

• (b) result in any one or more of the Essel Group Participant and/ or the Essel Person(s) triggering any obligation to make an open offer in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.

For the avoidance of doubt, and notwithstanding anything contained in these Articles, any acquisition of shares or voting rights by any Essel Group Participant(s) and/ or Essel Person(s) may be undertaken by the relevant Essel Group Participant(s) and/ or Essel Person(s) in accordance with Applicable Law within the above mentioned limits at its sole discretion, and neither the SPNI Shareholder nor the Company nor any of their respective Affiliates shall be required to directly or indirectly co-operate in or facilitate any such acquisition of shares or voting rights by any Essel Group Participant and/ or Essel Person(s).

MODIFICATION OR ALTERATION TO CERTAIN ARTICLES

118. During the time the ZEEL Director is the Managing Director and chief executive officer of the Company and subject to the Essel Group Participants and/or their respective Affiliates holding at least 1% (one per cent.) of the Share Capital of the Company, any modification of Article 72, 90, 116, 117 and/ or Article 81 (b), 81 (e) (to the extent that Article 81 (b), 81 (e) relates to an Observer) in a manner that adversely affects the Essel Group Participants shall not be permitted without the prior written approval of the ZEEL Director, provided however, till such time the ZEEL Director is the Managing Director and chief executive officer of the Company, any modification to Article 70, 73, 86(b), 92 and 118 in a manner that adversely affects the ZEEL Director, shall not be made without the prior written approval of the ZEEL Director.

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SCHEDULE I ESSEL GROUP PARTICIPANTS

S. No.	Name of the Essel Group Participant	Address
1.	Subhash Chandra	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
2.	Sushila Devi	1stfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
3.	Punit Goenka	6 & 7thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
4.	Shreyasi Goenka	6 & 7thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. JayHind College, Churchgate,Mumbai 400020
5.	Amit Goenka	4 & 5thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. JayHind College, Churchgate,Mumbai 400020
6.	Navyata Goenka	4 & 5thfloor, Vasant Sagar Properties Pvt. Ltd. A Road, Opp. Jay Hind College, Churchgate, Mumbai 400020
7.	Cyquator Media Services Private Limited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400013
8.	Essel Corporate LLP	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel,Mumbai 400013
9.	Sprit Infrapower & MultiventuresPrivateLimited	18thFloor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel,Mumbai 400013
10.	Essel Infraprojects Limited	513/A, 5thFloor, Kohinoor City, Kirol Road, Kurla (west), Mumbai 400070
11.	Essel Media Ventures Limited	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
12.	Sunbright International Holdings Limited (formerly known as Essel Holdings Limited)	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
13.	Essel International Limited	Suite 308, St James Court, St Denis Street, Port Louis, Mauritius

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SCHEDULE C

KEY TERMS OF APPOINTMENT OF ZEEL DIRECTOR

S. No.	Term	Particulars
1.	Designation	Managing director and chief executive officer
2.	Tenure	5 years from the Effective Date
3.	Base Fixed compensation (Annual)	INR 19,45,40,000 (Indian Rupees Nineteen Crores Forty Five Lakhs and Forty Thousand) which represents annual base compensation of INR 12,01,03,884 (Indian Rupees Twelve Crore One Lakh Three Thousand and Eight Hundred Eighty Four) plus allowances for house rent, personal, and leave travel and PF contributions.
4.	Variable compensation	Performance linked compensation based on performance milestones as may be agreed between the Transferee Company and the ZEEL Director. Necessary approvals of the board of directors and shareholders to be taken, if required under applicable law, upon finalization of the variable compensation.
5.	Benefits, perquisites and other allowances	ZEEL Director shall be entitled to medical allowances and other benefits in accordance with the policies of the Transferee Company and as may be agreed between the Transferee Company and the ZEEL Director.
6.	Termination	• Each of the Transferee Company and the ZEEL Director shall have the right to terminate the employment arrangement under certain circumstances_._ • The ZEEL Director shall be entitled to severance benefits for any ‘termination without cause’ in an amount as may be agreed. The ZEEL Director shall not be entitled to severance benefits for any ‘termination with cause’.

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SCHEDULE D

KEY TERMS OF NON-COMPETE ARRANGEMENT

S. No.	Term	Particulars
1.	Restricted Business	The parties to the non-compete agreements have agreed not to undertake the Restricted Business with certain carve outs as agreed in terms of the non-compete agreements. “Restricted Business” means (1) the business of creating, owning, operating, programming, providing, transmitting, distributing and promoting (only in relation to content that is owned or licensed by the Person or any of its Affiliates), linear and non-linear program services, delivered by any means now known (including by way of cable, terrestrial broadcast, direct- to-home satellite, internet and satellite master antenna television) or hereafter devised and whether offered on a free, advertiser- supported, subscription, transactional or other basis (including over the top platforms) to viewers in India or the Indian diaspora globally, and (2) the business of production, exhibition, broadcast, re-broadcast, streaming, transmission or re- transmission or other exploitation of music, sports, gaming and/or non-news audio or visual or audio-visual content, that is in any format or in any language spoken in India (including English) for exploitation of such program services, in countries in which any of the ZEEL Restricted Entities (i.e. Transferor Company 1 and its respective subsidiaries) or SPNI Restricted Entities (i.e. Transferor Company 2, Transferee Company and their respective subsidiaries) conduct their respective businesses as of the Closing Date.
2.	Term	5 years from the Effective Date
3.	Non Compete Fee	USD equivalent of INR 1101,30,91,800 (Indian Rupees Eleven Hundred and One Crore Thirty Lakh Ninety One Thousand and Eight Hundred) payable to Essel Mauritius, which amounts shall be used by Essel Mauritius to subscribe to its portion of the Essel Subscription Shares or paid to Essel Mauritius SPV for Essel Mauritius SPV to subscribe to its portion of the Essel Subscription Shares. The terms of the non-compete arrangements include a possible loan by SPE Mauritius, at its option, to Essel Mauritius and /or Essel SPV, to enable them to subscribe to the Essel Subscription Shares, in certain circumstances.

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SCHEDULE E ESSEL SUBSCRIPTION SHARES

S.No.	Party	Essel Subscription Shares	Essel Subscription Amount (INR)
1.	Essel Mauritius	22,026,183 (Twenty Two Million And Twenty Six Thousand One Hundred And Eighty Three)	6,607,854,900 (Six Billion Six Hundred And Seven Million Eight Hundred And Fifty Four Thousand And Nine Hundred)
2.	Essel Mauritius SPV	14,684,123 (Fourteen Million Six Hundred And Eighty Four Thousand One Hundred And Twenty Three)	4,405,236,900 (Four Billion Four Hundred And Five Million Two Hundred And Thirty Six Thousand And Nine Hundred)
Total		36,710,306 (Thirty Six Million Seven Hundred And Ten Thousand Three Hundred And Six)	11,013,091,800 (eleven billion and thirteen million and ninety one thousand and eight hundred)

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Annexure - 4

Bangla Entertainment Private Limited

Provisional Unaudited Condensed Interim Balance sheet as at June 30, 2022

Note No.

As at June 30, 2022 Rs. As at March 31, 2022 Rs.

I. EQUITY AND LIABILITIES Shareholders' Funds (a) Share Capital 1 18,066,400 18,066,400 (b) Reserves and Surplus 2 2,164,187,878 2,036,353,024 Non-current Liabilties (a) Other Long Term Liabilities 3 147,500 147,500 (b) Long Term Provisions 4 3,182,799 3,026,207 (c) Long Term Provision for Tax 7,546,440 - Current Liabilties (a) Trade Payables Total outstanding dues of Creditors other than Micro and Small Enterprises 59,543,891 28,989,566 (b) Other Current Liabilities 5 15,259,449 7,323,649 (c) Short Term Provisions 6 832,565 791,157 Total 2,268,766,922 2,094,697,503 II. ASSETS Non-current Assets (a) Property, Plant and Equipment (i) Tangible Assets 1,523,140 792,518 (ii) Intangible Assets 69,960 44,506 (b) Long Term Loans and Advances 7 5,363,144 12,958,393 (c) Deferred Tax Assets (Net) 5,480,967 5,480,967 Current Assets (a) Inventories 8 46,877,011 46,967,346 (b) Trade Receivables 9 1,283,911,730 1,178,352,779 (c) Cash and Bank Balances 10 876,402,575 827,004,319 (d) Short Term Loans and Advances 11 14,979,704 17,187,256 (e) Other Current Assets 12 34,158,691 5,909,419 Total 2,268,766,922 2,094,697,503 The above provisional unaudited condensed interim balance sheet should be read in conjunction with the accompanying notes

For and on behalf of board of directors of Bangla Entertainment Private Limited (CIN: U92199MH2007PTC270854)

NARINDER PAL SINGH Digitally signed by NARINDER PAL SINGH Date: 2022.09.01 17:51:31 +05'30' ASHOK NAMBISSAN Digitally signed by ASHOK NAMBISSAN Date: 2022.09.01 17:49:22 +05'30' N P Singh Ashok Nambissan Director Director DIN: 03335912 DIN: 00288695 Place: Mumbai Date : September 01, 2022

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Bangla Entertainment Private Limited

Provisional Unaudited Condensed Interim Statement of profit and loss for the three months period ended June 30, 2022

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Three months
Year ended
period ended
Note No. March 31, 2022
June 30, 2022
Rs.
Rs.
I. Revenue from Operations 13 207,361,833 754,754,879
II. Other Income 14 6,177,973 15,076,184
III. Total Revenue (I+II) 213,539,806 769,831,063
IV. Expenses
Direct Costs 15 12,060,376 48,521,488
Employee Benefits Expenses 16 4,378,407 13,326,135
Depreciation and Amortization Expenses 125,036 502,345
Other Expenses 17 26,141,134 105,881,056
Total Expenses 42,704,953 168,231,024
V. Profit before Tax (III-IV) 170,834,853 601,600,039
VI. Tax Expense:
(1) Current Tax 43,000,000 154,401,623
(2) Deferred Tax - 708,124
Profit for the period/ year (V-VI) 127,834,853 446,490,292
Earnings per share (basic & diluted) Rs. 70.76 247.14
(Face value of Shares Rs. 10)
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The above provisional unaudited condensed interim statement of profit and loss should be read in conjunction with the accompanying notes

For and on behalf of board of directors of Bangla Entertainment Private Limited (CIN: U92199MH2007PTC270854)

NARINDER Digitally signed by NARINDER PAL SINGH PAL SINGH Date: 2022.09.01 17:50:58 +05'30' N P Singh Director DIN: 03335912

ASHOK Digitally signed by ASHOK NAMBISSAN NAMBISSAN Date: 2022.09.01 17:49:49 +05'30' Ashok Nambissan Director DIN: 00288695

Place: Mumbai Date : September 01, 2022

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Bangla Entertainment Private Limited

Notes to Provisional Unaudited Condensed Interim Financial Statements for the three months period ended June 30, 2022

		As at June 30, 2022 Rs As at March 31, 2022 Rs
1 2 3 4 5 **6 **	Share Capital Authorised capital 5,000,000 (Previous Year 5,000,000) Equity Shares of Rs. 10 each Issued, subscribed and paid up capital 1,806,640 (Previous Year 1,806,640) Equity Shares of Rs. 10 each fully paid up Reserves and Surplus Securities Premium Surplus/ (Deficit) in Special Purpose Condensed Interim Statement of Profit and Loss: Balance at the beginning of the year Add: As per annexed Special Purpose Condensed Interim Statement of Profit and Loss Balance at the end of the period/year Total Other Long Term Liabilities Security Deposits from Customers Long Term Provisions Provisions For Employee Benefit - Provision for Gratuity - Provision for Compensated Absence Other Current Liabilities Advances from Customers Statutory Dues Deferred Income Employee Related Liability Short Term Provisions Provisions For Employee Benefit - Provision for Gratuity - Provision for Compensated Absence	50,000,000 50,000,000 50,000,000 50,000,000 18,066,400 18,066,400 18,066,400 18,066,400 681,910,588 681,910,588 1,354,442,437 907,952,144 127,834,853 446,490,292 1,482,277,290 1,354,442,436 2,164,187,878 2,036,353,024 147,500 147,500 147,500 147,500 2,718,873 2,633,174 463,926 393,033 3,182,799 3,026,207 1,336,447 693,986 8,583,258 4,141,340 5,009,647 1,168,323 330,097 1,320,000 15,259,449 7,323,649 707,526 685,225 125,039 105,932 832,565 791,157

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Bangla Entertainment Private Limited

Notes to Provisional Unaudited Condensed Interim Financial Statements for the three months period ended June 30, 2022

		As at June 30, 2022 Rs As at March 31, 2022 Rs
7 8 9 10 11 **12 **	Long Term Loans and Advances (Unsecured, Considered Good) Prepaid Expenses Security Deposits Advance Tax (Net of Provision for Tax) Inventories Film Rights Programs Trade Receivables (Unsecured and considered good, unless otherwise stated) Trade receivables Less: Loss allowance for doubtful debt Cash and Bank Balances Cash and Cash equivalents Cash in Hand Balance with Banks - In Current Accounts - In Fixed Deposits Short Term Loans and Advances (Unsecured and considered good, unless otherwise stated) Prepaid Expenses Balances with Government Authorities Other Current Assets Accrued Income Advance to Suppliers	368,500 423,957 4,994,644 4,994,644 - 7,539,792 5,363,144 12,958,393 5,106,619 5,411,685 41,770,392 41,555,661 46,877,011 46,967,346 1,284,343,989 1,178,812,469 (432,259) (459,690) 1,283,911,730 1,178,352,779 15,741 16,391 26,586,834 26,987,928 849,800,000 800,000,000 876,402,575 827,004,319 13,860,504 14,545,208 1,119,200 2,642,048 14,979,704 17,187,256 32,140,036 5,909,419 2,018,655 - 34,158,691 5,909,419

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Bangla Entertainment Private Limited

Notes to Provisional Unaudited Condensed Interim Financial Statements for the three months period ended June 30, 2022

		Three months period ended June 30, 2022 Rs. Year ended March 31, 2022 Rs.
13 14 15 16 **17 **	Revenue from Operations Advertisement Sales Subscription Income Digital and Licensing Income Other Income Interest Income on Bank Deposits Write back of Provision for Doubtful debts Direct Costs Cost of Program and Film Rights Broadcasting Expenses Employee Benefit Expenses Salaries and Incentives Gratuity & Compensated Absence Staff Welfare Other Expenses Rent Repairs and Maintenance-others Travelling Expenses Rates and Taxes Professional and Consultancy charges Service Fee Bad Debts written off during the period/ year Provision for Doubtful Debts Exchange Loss (Net) Loss on Sale/ Write off of Assets (Net) Market Research Advertisement and Sales Promotion Rebates and Dealer Incentive Corporate Social Responsibility Expenditure Miscellaneous Expenses	103,896,423 425,816,247 86,271,429 215,628,919 17,193,981 113,309,713 207,361,833 754,754,879 6,150,542 15,076,184 27,431 - 6,177,973 15,076,184 8,674,915 33,919,443 3,385,461 14,602,045 12,060,376 48,521,488 3,786,062 11,528,621 198,000 707,263 394,345 1,090,251 4,378,407 13,326,135 1,883,544 7,534,176 149,842 208,372 261,195 426,043 4,265 9,646 688,000 3,519,917 11,049,945 43,789,754 1,850 4,065 - 425,681 - 47,904 5,040 22,539 852,570 3,648,237 4,640,825 10,195,442 5,942,613 22,717,670 - 9,292,891 661,445 4,038,719 26,141,134 105,881,056

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Annexure - 7A
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Annexure - 7B

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Annexure - 8

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Annexure - 9

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Details of ongoing adjudication, recovery proceedings, and prosecution initiated, and all other enforcement action taken against the Company

1. Aditya Birla Finance Limited has filed two petitions before the Hon’ble Delhi High Court against the Company (among others) for (i) appointment of arbitrators, and (ii) for interim reliefs prior to invoking arbitration with a view to enforce a Letter of Comfort (LOC) alleged to have been given by the Company in relation to a term loan amounting to INR 134 Crores granted to SITI Network Limited. Zee has contested both petitions and the matters are fixed for orders and final hearing, respectively.

2. IndusInd Bank Limited has filed an application against the Company (among others) before the Debt Recovery Tribunal (“ DRT ”), Lucknow, for recovery of INR 94.87 Crores jointly from the Company and SITI Network Limited. The Company has disputed liability and the application is pending before the DRT. The Company has denied liability as a suit filed by it before the Hon’ble Delhi High Court against IndusInd Bank Limited, challenging the demand by IndusInd Bank Limited of INR 83 Crores to the Company under the Debt Service Reserve Account Agreement dated August 29, 2018, between the Company and IndusInd Bank Limited (“ DSRA Agreement ”), is already pending. IndusInd’s demand is beyond the scope of the obligations of the Company under the DSRA Agreement. In an appeal filed by the Company against an order passed in the suit, the Hon’ble Delhi High Court, on February 25, 2021, passed an order restraining IndusInd Bank Limited from taking any coercive steps against the Company. This order was subsequently modified on December 03, 2021, allowing IndusInd to initiate recovery proceedings, provided that no final order shall be passed in any such recovery proceedings without the consent of the Hon’ble Delhi High Court.

3. IndusInd Bank Limited has filed an application against the Company on 25 January 2022, under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (“ NCLT ”), Mumbai. IndusInd’s claim in the application arises from the DSRA Agreement between itself and the Company. Adjudication on the Company’s liability under the DSRA Agreement is currently pending before the Hon’ble Delhi High Court, which has directed that in the interim, no final orders shall be passed in any recovery proceedings against the Company without the Hon’ble High Court’s leave. The Company has filed an application seeking dismissal of the insolvency application before the NCLT. The insolvency application along with Company’s application seeking dismissal of the insolvency application are pending adjudication.

4. Yes Bank Limited has filed a recovery application against Living Entertainment Enterprises Limited (among others) for recovery of INR 546 Crores before DRT, Delhi. While there is no relief claimed against the Company in the recovery application, Yes Bank Limited has moved an interim application seeking to declare that the Company owes the bank INR 31 Crores and seeking payment (or in the alternative, deposit) of this amount from the Company. The Company is disputing liability and the matter is pending adjudication.

5. Yes Bank Limited has filed a suit before the Hon’ble Bombay High Court against, inter alia , the Company, Mr. Chandra and Mr. Goenka. In the suit, Yes Bank has sought a declaration that a Letter of Comfort dated 31 May 2016, given by the Company to Yes Bank, in respect of a loan given to Living Entertainment Limited, is a guarantee to Yes Bank and that the Company is liable to pay the entire loan if the borrower defaults. Yes Bank also sought certain interim reliefs against the Company and other defendants pending disposal of the suit. The Hon’ble Court, vide its judgement dated 19 August 2020, dismissed the interim application of Yes Bank Limited and observed as a prima facie view, that the letter of comfort is not a guarantee. The suit is pending adjudication.

6. The Securities and Exchange Board of India (SEBI) has issued a Show Cause Notice dated 06[th] July 2022 against the Company under Section 23E of the Securities Contract (Regulation) Act, 1956 for the alleged violation of Regulation 4(1)(e), 4(1)(j) read with Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with clause 2 of the uniform listing agreement. The notice is also issued against Mr. Subhash Chandra and Mr Punit

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• Goenka under Section 15HB of the Securities and Exchange Board of India Act, 1996 for the alleged violation of Regulation 4(2)(f) sub regulations (i)(1) & (2), (ii)(6), (iii)(3), and (iii)(6) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Prior to filing a reply to the show cause notice, Company has requested for inspection of certain documents from SEBI. Without prejudice to the above, Settlement Application has also been filed with the SEBI under Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018.

• SEBI has issued a Show Cause Notice dated 15[th] July 2022 initiating proceedings under Section 15A(b) of the Securities and Exchange Board of India Act, 1996 against the Company for the alleged violation of Regulation 7(2)(b) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The notice is also issued against Cyquator Media Services Pvt. Ltd. under Section 15A(b) of the Securities and Exchange Board of India Act, 1996 for the alleged violation of Regulation 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Regulations 31(1) and 31(2) read with 31(3) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Prior to filing a reply to the show cause notice, Company has requested for inspection of certain documents from SEBI. Without prejudice to the above, Settlement Application has also been filed with the SEBI under Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018.

• For FY 2004-05, 2006-07 and 2007-08, subscription income from Jammu & Kashmir was treated as exempted income as service tax law was not applicable to Jammu & Kashmir. The Commissioner of Service Tax has considered the subscription income from Jammu & Kashmir as exempted income. Further, the above stated authority objected to the input tax credit utilized being in excess of 20%. The company had contended that it has been keeping separate records for Jammu and Kashmir. Aand has made proportionate credit reversal on account of exempted copyright income, hence restriction on utilisation of credit to the extent of 20% is not applicable. Alternatively, said input tax credit would have been utilized at a future date and hence would have been revenue neutral and at the most can have interest exposure. The company received favourable order from Commissioner of Service Tax adjudication. The department had appealed against the adjudication order before the Customs, Excise and Service Tax Appellate Tribunal (Tribunal) and Company filed cross objection with the Tribunal which order was subsequently appealed by the Company before the Hon’ble Bombay High Court. The Hon’ble Bombay High Court has remanded back to the Tribunal for fresh consideration, where it is currently pending. The amount involved for FY 2004-05 is Rs. 0.11 Crore, for AY 2006-07 is Rs. 31.22 Crores, and for FY 2007-08 is Rs. 14.82 Crores.

• For FY 2011-12, the Additional Commissioner of Service Tax III, Mumbai has demanded a refund of service tax amounting to Rs. 0.48 Crores on the grounds of unjust enrichment. The Company had made submissions before the Additional Commissioner of Service Tax III, Mumbai stating that ‘unjust enrichment’ is not applicable in cases of rebate on account of exports. The Company has an appeal filed with the Customs, Excise and Service Tax Appellate Tribunal, which is currently pending for hearing.

• For FY 2012-13 to 2014-15, the Commissioner Service Tax Audit II, Mumbai has raised a demand on the Company for Rs. 3.27 Crores under Rule 6(3) of the Cenvat Credit Rules, 2004 relating to the activity of investment in mutual fund which was treated as an exempted service by the Company. The Company made submissions before the Commissioner CGST and Central Excise, Mumbai stating that Rule 6(3) of the Cenvat Credit Rules is not applicable as investments in mutual fund is not equivalent to trading in securities. The Company has filed an appeal with the Customs, Excise and Service Tax Appellate Tribunal, which is pending for hearing.

• For FY 2015-16 to 2016-17, the Commissioner CGST and Central Excise, Mumbai has raised a demand on the Company for Rs. 5.07 Crores under Rule 6(3) of the Cenvat Credit Rules, 2004 relating to the activity of investment in mutual fund which was treated as an exempted service by the Company. The Company has made submissions before the Commissioner CGST and Central Excise stating that Rule 6(3) of the Cenvat Credit Rules, 2004 is not applicable in FY 15-16 as investments in mutual fund is not

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equivalent to trading in securities. The Company has made a proportionate reversal of Cenvat Credit for FY 16-17. The Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal, which is pending for hearing.

1. For FY 2012-13 to 2014-15, the Assistant Commissioner Audit Service Tax Audit II, Mumbai has raised a tax demand of Rs. 0.67 Crore due to disallowance of adjustment for waiver on the gross amount of recovery and excess payment of tax. The Company has filed an appeal before the Commissioner (Appeals) Mumbai and the order is awaited.

2. For AY 2013-14 to AY 2019-20, interest u/s 201(1A) was levied by Joint Commissioner of Income Tax (OSD) (TDS) by way of a demand notice for delay in deduction of TDS for amount credited to Provision for Expenses account. The Company has filed an appeal with Commissioner of Income Tax (Appeals) and the order is awaited. Aggregate amount involved for all assessment years is Rs. 1.53 Crores.

3. In the AY 2010-11, the broadcasting division of INX Media was demerged into the Company. However, in the assessment proceeding of INX Media the Assistant Commissioner of Income Tax had made certain disallowance due to which the losses of INX Media were reduced. Accordingly, losses, pertaining to broadcasting division of INX Media, claimed by the Company had been reduced to the extent of Rs. 66.40 Crores. Appeal of INX Media is pending with Commissioner of Income Tax. Appeal of Company for AY 2011-12 is pending before Bombay High Court.

4. For AY 2008-09, 2009-10 and 2010-11, TDS on programme software purchases, equipment-hire charge and other production expenses made to production houses were deducted under section 194C of the Income-tax Act, 1961. However, the Assistant Commissioner of Income Tax (TDS), by way of order under Section 201(1) and 201(1A) of the Income Tax Act, 1961, has directed the Company to deduct the tax under 194J of the Income Tax Act. The Company subsequently filed an appeal before Commissioner of Income Tax (Appeals) and received a favourable order. The tax department appealed the order passed by the Commissioner of Income Tax (Appeals) before Income Tax Appellate Tribunal. Pursuant to the receipt of the favourable order from Income Tax Appellant Tribunal, the tax department has filed an appeal before the Hon’ble Bombay High Court and the matter is pending for hearing. The amount involved for AY 2008-09 is Rs. 17.39 Crores, AY 2009-10 is Rs. 19.71 Crores and AY 201011 is Rs. 21.36 Crores.

5. For AY 2008-09, a disallowance of Rs. 107.47 Crores was made by the Assistant Commissioner of Income Tax on account of transfer pricing adjustment for the sale of TV programme and films, and the issue of a corporate guarantee by the Company. The Company subsequently filed an appeal before the Commissioner of Income Tax (Appeals) and the Income Tax Appellate Tribunal. Pursuant to the receipt of the favourable order from Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal, the Tax Department has filed an appeal before the Hon’ble Bombay High Court, which is currently pending hearing. Other issues in the matter include disallowances of claimed exemptions under section 14A of the Income-tax Act, 1961 and an advance written off.

Details of ongoing adjudication, recovery proceedings, and prosecution initiated, and all other enforcement action taken against promoters and directors of the Company.

1. Axis Finance Limited has filed a commercial suit before Hon’ble Bombay High Court against , inter alia, Cyquator Media Services Private Limited (borrower), Dr. Subhash Chandra, Mr. Punit Goenka, and Essel Corporate LLP for recovery of Rs.60.37 Crores. Axis Finance Limited had also filed an interim application against Cyquator Media Services Private Limited, Dr. Subhash Chandra, and Mr. Punit Goenka seeking attachment of property during the pendency of proceedings, which application was dismissed by Hon’ble Bombay High Court. The suit is pending before the Hon’ble Bombay High Court at present. Axis Finance Limited has since filed another commercial suit before Hon’ble Bombay High Court against, inter alia , Dr. Subhash Chandra, Mr. Punit Goenka, Mr. Amit Goenka, and Cyquator Media Services Private Limited for recovery of Rs. 61.64 Crore (which is also subject matter

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of the initial commercial suit filed before the Hon’ble Bombay High Court). Mr. Punit Goenka has filed an application under Order 7 Rule 10 of Code of Civil Procedure, 1908 for return of plaint in the latter commercial suit, which application is currently pending adjudication.[1]

1. IDBI Trusteeship Services Limited has filed a commercial suit Essel Infraprojects Limited (borrower) and Dr. Subhash Chandra in capacity of guarantor, before Hon’ble Bombay High Court, for recovery of dues amounting to Rs.550.62. Crores, from Essel Infraprojects Limited on behalf of persons who had invested in non-convertible debentures of Essel Infraprojects Limited. The matter has been adjourned sine die by way of an order of the Hon’ble Bombay High Court dated 09 June 2022. IDBI Trusteeship Services Limited has also filed a company petition under Section 71(10) of the Companies Act, 2013 against Essel Infraprojects Limited before the Hon’ble National Company Law Tribunal, Mumbai. The matter is pending adjudication.

2. Bank of Maharashtra has filed an application before Debt Recovery Tribunal, Mumbai, for recovery of Rs. 80.40 Crores from Essel Infraprojects Limited. In the said application Dr. Subhash Chandra and Mr. Punit Goenka have also been made defendants. The matter is pending adjudication.[2]

3. IndusInd Bank Limited has filed an application against Spirit Infra Power and Multiventures Private Limited and Dr. Subhash Chandra before Debt Recovery Tribunal, Delhi for recovery of Rs. 313 Crores. The matter is pending adjudication.

4. Yes Bank Limited has filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 before Hon’ble National Company Law Tribunal, Mumbai, against Essel Infraprojects Limited due to alleged defaults in payment amounting to Rs. 1167.97 Crores. The matter is pending adjudication.

Yes Bank Limited has also filed an application before the Debt Recovery Tribunal, Delhi, against Essel Infraprojects Limited for recovery of Rs. 1116.80 Crores. The matter is pending adjudication.

1. Life Insurance Corporation of India has filed an application before the Debt Recovery Tribunal, Mumbai, against Essel Infraprojects Limited for recovery of Rs. 603.66 Crores. The matter is pending adjudication.

2. Punjab National Bank has filed an application before the Debt Recovery Tribunal, Delhi, against Essel Infraprojects Limited (among others) for recovery of Rs. 52.57 Crores. The matter is pending adjudication.

3. State Bank of India has filed an application before Debt Recovery Tribunal, Jabalpur, against Essel Infraprojects Limited (among others) and for recovery of Rs. 17.07 Crores. The matter is pending adjudication.

4. Indiabulls Housing Finance Limited has filed an application under Section 95 of the Insolvency and Bankruptcy Code, 2016 for initiating insolvency process against Dr. Subhash Chandra arising from default in payments amounting to Rs. 178.78 Crores by Vivek Infracon Private Limited. Vide Order dated 30 May 2022, the Hon’ble National Company Law Tribunal, Delhi has appointed a resolution professional in the matter. Dr. Subhash Chandra has filed a writ petition challenging the constitutionality of Section 95 of the Insolvency and Bankruptcy Code, 2016 before the Hon’ble

1 Although Zee Entertainment Enterprises Limited, Mr. Punit Goenka, and Dr. Subhash Chandra have been made parties to the suits filed by Axis Finance Limited, these entities have no contractual or legal privity with Axis Finance Limited, and hence, no legal or monetary exposure.

2 Although Mr. Punit Goenka and Dr. Subhash Chandra have been made parties to the Application filed by Bank of Maharashtra, they have no contractual or legal privity with Bank of Maharashtra, and hence, no legal or monetary exposure.

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Supreme Court. The Hon’ble Supreme Court has stayed further proceedings in the application filed by Indiabulls Housing Finance Limited by way of an order dated 05 August 2022.

Further, Indiabulls Housing Finance Limited has also initiated arbitration proceedings against, inter alia , Dr. Subhash Chandra, Cyquator Media Services Private Limited (as guarantor/pledgor), and against the Company for recovery of dues from certain borrower entities.

1. A civil suit has been filed by Yes Bank Limited against Dr. Subhash Chandra and Essel Infraprojects Limited, seeking a declaration regarding the validity and subsistence of a letter of comfort allegedly issued by Dr. Subhash Chandra as security for certain credit facilities extended by Yes Bank Limited to Essel Infraprojects Limited. The matter is pending adjudication.

2. A petition has been filed before the Hon’ble Delhi High Court by Aditya Birla Finance Limited (ABFL) against Siti Networks Limited and the Company, Essel Corporate LLP and Mr. Punit Goenka, for interim reliefs prior to initiating arbitration for a claim of approximately Rs. 134 crores with interest. The petition is presently pending adjudication.

3. State Bank of India has filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 before Hon’ble National Company Law Tribunal, Mumbai, against Essel Infraprojects Limited (corporate guarantor in the present situation) due to alleged default in payments amounting to Rs. 177.37 Crores by SND Limited. The matter is pending adjudication.

4. Jammu and Kashmir Bank has filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 before Hon’ble National Company Law Tribunal, Mumbai, against Essel Infraprojects Limited (corporate guarantor in the present situation) due to alleged default in payments amounting to Rs. 87.43 Crores by Pan India Utilities Distribution Company Limited(a company presently under liquidation). The matter is pending adjudication.

5. Punjab National Bank has filed an application before Debt Recovery Tribunal, Bangalore, for recovery of Rs. 172.45 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Essel Walajahpet Poonamallee Toll Roads Private Limited. The matter is pending adjudication.

6. State Bank of India has filed an application before Debt Recovery Tribunal, Jabalpur, for recovery of Rs. 105.17 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Jabalpur MSW Private Limited. The matter is pending adjudication .

7. Tamilnad Mercantile Bank Limited has filed an application before Debt Recovery Tribunal, Mumbai, for recovery of Rs. 51.09 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Pan India Infraprojects Private Limited (a company undergoing insolvency proceedings). The matter is pending adjudication.

8. Indian Overseas Bank has filed an application before Debt Recovery Tribunal, Delhi for recovery of Rs. 275.58 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Mhow Ghatabillod Toll Roads Private Limited. The matter is pending adjudication.\

9. India Infrastructure Finance Company Limited has filed an application before Debt Recovery Tribunal, Delhi, for recovery of Rs. 173.91 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Ludhiana Talwandi Toll Roads Private Limited. The matter is pending adjudication.

10. State Bank of India has filed an application before Debt Recovery Tribunal, Delhi, for recovery of Rs. 50.27 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Coruscation Vidyut Vitaran (Ujjain) Private Limited, Pan India Infraprojects Private Limited, Pan India

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Network Private Limited. (companies undergoing Insolvency proceedings). The matter is pending adjudication.

1. India Infrastructure Finance Company Ltd has filed an application before Debt Recovery Tribunal, Delhi, for recovery of Rs. 179.17 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Essel Ahmedabad Godhra Toll Roads Limited. The matter is pending adjudication.

2. Yes Bank Limited has filed an application for recovery of Rs. 251.64 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Elouise Green Mobility Limited, before Debt Recovery Tribunal, Delhi. The matter is pending adjudication.

3. IFCI Venture Capital Funds Limited has filed an application before Debt Recovery Tribunal, Delhi for recovery Rs. 14.51 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Pan India Infraprojects Private Limited (a company undergoing Insolvency proceedings). The matter is pending adjudication.

4. Corporation Bank (now merged with the Union Bank of India) has filed an application before Debt Recovery Tribunal, Delhi for recovery of Rs.110.48 Crores under a guarantee alleged to have been given by Essel Infraprojects Limited on behalf of Pan India Infraprojects Private Limited (a company undergoing Insolvency proceedings). The matter is pending adjudication.

5. SEBI has issued a show cause notice dated 15 July 2022, against Cyquator Media Services Private Limited and show cause notice dated 15 July 2022 against Zee Entertainment Enterprises Limited under Rule 4(1) of Securities and Exchange Board of India (Procedure for Holding Inquiries and Imposing Penalties) Rules, 1995 read with Section 15I of Securities and Exchange Board of India Act, 1992. Prior to filing a reply to the show cause notice, Cyquator Media Services Private Limited has requested for inspection of certain documents from Securities and Exchange Board of India.

6. For AY 2017-18, demand of Rs. 2.64 Crores was raised by Deputy Commissioner of Income Tax (8)(2)(2), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Sprit Infrapower and Multiventures Private Limited for disallowance of depreciation on goodwill of Rs. 15.32 Crores. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

7. For AY 2018-19, demand of Rs. 1.67 Crores was raised by Income Tax Officer, National Faceless Assessment Centre, Delhi, under Section 143(3) of the Income Tax Act, 1961 on Sprit Infrapower & Multiventures Private Limited for additions of Transfer Pricing Adjustment of Rs. 5.30 Crores. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

8. For AY 2013-14, demand of Rs. 3.68 Crores was raised by Deputy Commissioner of Income Tax 6(2)(1), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Sprit Infrapower and Multiventures Private Limited for disallowance under Section 68 of Rs. 20 Crores and disallowance of speculation loss under Section 73 of Rs. 19.95 Crores. The Company has filed an appeal with the Commissioner of Income Tax (Appeals),which is currently pending.

9. For AY 2010-11, demand of Rs. 5.03 Crores was raised by Deputy Commissioner of Income Tax 6(2), Mumbai, under Section 143(3) of the Income Tax Act, 1961on Sprit Infrapower and Multiventures Private Limited for addition of speculation profit of Rs. 10.09 Crores to taxable income, disallowance under Section 14A of Rs. 27.66 Crores, disallowance under Section 36(1)(iii) of Rs. 12.26 Crores and disallowance under Section 37(1) of Rs. 0.07 Crore. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

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1. For AY 2010-11, demand of Rs. 2.08 Crores was raised by Deputy Commissioner of Income Tax 7(1), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Sprit Infrapower & Multiventures Private Limited for disallowance under section 14A of Rs. 10.78 Crores, disallowance under section 36(1)(iii) of Rs. 9.22 Crores and disallowance of speculation loss under section 73 of Rs. 0.63 Crore. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

2. For AY 2011-12, demand of Rs. 3.09 Crores was raised by Deputy Commissioner of Income Tax 7(1), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Sprit Infrapower & Multiventures Private Limited for disallowance under Section 14A of Rs. 12.53 Crores, disallowance under Section 36(1)(iii) of Rs. 7.27 Crores, disallowance under Section 37 of Rs. 0.18 Crore and disallowance of speculation loss under Section 73 of Rs. 0.74 Crore. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

3. For AY 2015-16, demand of Rs. 1.2 Crores was raised by Assistant Commissioner of Income Tax 6(2)(1), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Cyquator Media Services Private Limited for disallowance under Section 14A of Rs. 38.53 Crores. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

4. For AY 2016-17, demand of Rs. 3.04 Crores was raised by Assistant Commissioner of Income Tax 6(2)(1), Mumbai, under Section 143(3) of the Income Tax Act, 1961 on Cyquator Media Services Private Limited for disallowance under Section 14A of Rs. 50.15 Crores. The Company has filed an appeal with the Commissioner of Income Tax (Appeals), which is currently pending.

5. For AY 2012-13, demand of Rs. 4.64 Crores was raised on Essel Infraprojects Limited under section 147 of the Income Tax Act, 1961 for disallowance of project expenditure of Rs. 14.12 Crores and disallowance of Rs. 24.56 Crores under section 14A, by the Assistant Commissioner of Income Tax. The Company has filed an appeal against the demand before Commissioner of Income Tax (Appeal), which is currently pending.

6. For AY 2014-15, demand of Rs. 0.57 Crores was raised on Essel Infraprojects Limited under section 147 of the Income Tax Act, 1961, for disallowance of Rs. 10.22 Crores under section 14A, by the Deputy Commissioner of Income Tax. The Company has filed an appeal against the demand before the Commissioner of Income Tax (Appeal), which is currently pending.

7. For AY 2014-15, demand of Rs. 0.76 Crores was raised on Essel Infraprojects Limited under section 147 of the Income Tax Act, 1961 for Inter Corporate Deposits of Rs.2.50 Crores by National Faceless Assessment Centre. The Company has filed an appeal against the demand before Commissioner of Income Tax (Appeal), which is currently pending.

8. For AY 2015-16, demand of Rs. 1.09 Crores was raised on Essel Infraprojects Limited under section 154 of the Income Tax Act, 1961, for disallowance of Rs. 11.37 Crores under section 14A, by the Assistant Commissioner of Income Tax. The Company has filed an appeal against the demand before Commissioner of Income Tax (Appeal), which is currently pending.

9. For AY 2016-17, demand of Rs.0.66 Crores was raised on Essel Infraprojects Limited under section 143(3) of the Income Tax Act, 1961, for disallowance of Rs. 17.40 Crores under section 14A, by the Assistant Commissioner of Income Tax. The Company has filed an appeal against the demand, before Commissioner of Income-tax (Appeal),which is currently pending.

10. For AY 2017-18, demand of Rs.3.56 Crores was raised on Essel Infraprojects Limited under section 143(3) of the Income Tax Act, 1961 for disallowance of Rs. 16.49 Crores under section 14A, and

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disallowance of project and bidding expenses of Rs. 1.66 Crores, by the Assistant Commissioner of Income Tax. The Company has filed an appeal against the demand before Commissioner of Income Tax (Appeal), which is currently pending.

1. For AY 2018-19, demand of Rs. 0.46 Crores was raised on Essel Infraprojects Limited under section 143(3) of the Income-tax Act, 1961, for disallowance of project and bidding expenses of Rs.2.87 Crores by National e-Assessment Centre. The Company has filed an appeal against the demand before Commissioner of Income Tax (Appeal), which is currently pending.

2. Demand of Rs. 1.81 Crores against Essel Infraprojects Limited has been raised by the Assessment Officer due to disallowance towards non submission of form C on in-transit sale. Appeal has been filed before the Sales Tax Tribunal against the order of the Commissioner of Appeal (Sales Tax). Appeal is pending for hearing.

3. Demand notice issued by Commissioner of State Tax, Dhar (Madhya Pradesh) for Rs. 0.71 Crore against Essel Infraprojects Limited for the AYs 2014-15 and 2015-16, and for disallowance due to nonsubmission of original E1/E2 forms. Appeal has been filed before the Commissioner of Appeal (Sales Tax) against the order of the Commissioner of State Tax. Appeal is pending for hearing.

4. Demand notice against Essel Infraprojects Limited has been issued by State of Tax officer, Bhubaneswar for Rs.2.45 Crores arising from non-payment of GST. The company is taking necessary steps in this regard.

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DCS/AMAL/MJ/IP/2425/2022-23 “E-Letter”

Annexure - 10

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July 29, 2022

The Company Secretary,

ZEE ENTERTAINMENT ENTERPRISES LTD.

18th Floor - A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai- 400013.

Dear Sir,

Sub: Observation letter regarding the Composite Scheme of Arrangement amongst Zee Entertainment Enterprises Limited and Bangla Entertainment Private Limited and Sony Pictures Networks India Private Limited and their respective Shareholders and Creditors.

We are in receipt of the Draft Composite Scheme of Arrangement of Zee Entertainment Enterprises Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated July 28, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• i. “Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.”

• ii. “Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• iii. “Company shall ensure compliance with the said circular issued from time to time.”

• iv. “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”

• v. “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”

• vi. “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”

• vii. “Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”

• viii. “Company is advised that the proposed equity shares to be issued in terms of the Scheme shall mandatorily be in demat form only.”

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• ix. “Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”

• x. “No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• xi. “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon’ble NCLT and the company is obliged to bring the observations to the notice of Hon’ble NCLT."

• xii. “Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”

• xiii. “It is to be noted that the petitions are filed by the company before Hon’ble NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

• xiv. “Company shall ensure that all details submitted with SEBI are also incorporated in the explanatory statement accompanying resolution to be passed sent to the shareholders while seeking approval of the scheme, inter alia, including the following:

• a. Detailed rationale behind sub-division, rights issue, bonus issue and preferential allotment

• b. List of names and shareholding of promoters of post-scheme SPNI

• c. Details of non-compete agreements, parties thereto, consideration involved, source and mode of payment, utilisation of fee for subscription to SPNI shares, etc.

• xv. “The entities involved in the Scheme to ensure that the scheme does not impact any pending proceedings (including pending cause of actions) for enforcement or those that are in the pipeline against Zee Entertainment Enterprises Limited (whether pending on the appointed date or which may be instituted any time in the future) shall not abate, be discontinued or in any way prejudicially affected by reason of the amalgamation of Zee Entertainment Enterprises Limited or of anything contained in the scheme, but the proceedings shall continue and any prosecution shall be enforced by or against Sony Pictures Networks India Private Limited in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against Zee Entertainment Enterprises Limited, as if the scheme had not been implemented.”

xvi. “Company shall ensure that the adequate redressal has been done of any complaints received during the intervening period regarding the scheme.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

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• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of Sony Pictures Networks India Private Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, Sony Pictures Networks India Private Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange’s criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of Sony Pictures Networks India Private Limited is at the discretion of the Exchange. In addition to the above, the listing of Sony Pictures Networks India Private Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about Sony Pictures Networks India Private Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.

2. To publish an advertisement in the newspapers containing all Sony Pictures Networks India Private Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.

3. To disclose all the material information about Sony Pictures Networks India Private Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.

4. The following provisions shall be incorporated in the scheme:

5. I. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange.”

6. II. “There shall be no change in the shareholding pattern of Sony Pictures Networks India Private Limited between the record date and the listing which may affect the status of this approval.”

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

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Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Rupal Khandelwal Assistant General Manager

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Ref: NSE/LIST/29660_II

July 29, 2022

The Company Secretary Zee Entertainment Enterprises Limited 18[th] Floor, A Wing Marathon Futurex, N M Joshi Marg Lower Parel, Mumbai - 400013.

Kind Attn.: Mr. Ashish Agarwal

Dear Sir,

Sub: Observation Letter for Draft Composite Scheme of Arrangement between Zee Entertainment Enterprises Limited (Transferor company 1), Bangla Entertainment Private Limited (Transferor company 2) and Sony Pictures Networks India Private Limited (Transferee company) and their respective Shareholders and Creditors.

We are in receipt of Draft Composite Scheme of Arrangement between Zee Entertainment Enterprises Limited (Transferor company 1), Bangla Entertainment Private Limited (Transferor company 2) and Sony Pictures Networks India Private Limited (Transferee company) and their respective Shareholders and Creditors vide application dated January 11, 2022.

Based on our letter reference no. NSE/LIST/29660 dated April 04, 2022, submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 , kindly find following comments on the draft scheme:

• a. Company shall ensure that the disclosure of all details of ongoing litigation, adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.

• b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter is displayed on the websites of the listed company and the Stock Exchanges.

• c. Company shall ensure compliance with the SEBI circulars issued from time to time.

• d. The entities involved in the scheme shall duly comply with various provisions of the Circular.

• e. Company shall ensure that information pertaining to all the unlisted Companies involved in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• f. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

This Document is Digitally Signed

• g. Company shall ensure that the details of the proposed scheme under consideration as provided to the Signer: DIPTI VIPIL CHINCHKHEDE

• stock exchange shall be prominently disclosed in the notice sent to the shareholders. Date: Fri, Jul 29, 2022 18:55:06 IST

Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jul 29, 2022 18:55:06 IST Location: NSE

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• h. Company shall ensure that the proposed equity shares to be issued shall mandatorily be in a demat form only.

• i. relevant clauses mentioned in the scheme document.

• j. Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ tribunals shall be made without specific written consent of SEBI.

• k. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

• l. Company to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• m. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

• n. Company shall ensure that all details submitted with SEBI are also incorporated in the explanatory statement accompanying resolution to be passed sent to the shareholders while seeking approval of the scheme, inter alia, including the following:

• a. Detailed rationale behind sub-division, right issue, bonus issue, and preferential allotment;

• b. List of names and shareholding of promoters of post-scheme SPNI;

• c. Details of non-compete agreements, parties thereto, consideration involved, source and made of payment, utilisation of fee for subscription to SPNI shares etc.

• o. Company shall ensure that the entities involved in the scheme to ensure that the scheme does not impact any pending proceedings (including pending cause of actions) for enforcement or those that are in the pipeline against Zee Entertainment Enterprises Limited (whether pending on the appointed date or which may be instituted any time in the future )shall not abate, be discontinued in any way prejudicially affected by reason of the amalgamation of Zee Entertainment Enterprises Limited or of anything contained in the scheme, but the proceedings shall continue and any prosecution shall be enforced by or against Sony Pictures Networks India Private Limited in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against Zee Entertainment Enterprises Limited, as if the scheme had not been implemented.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations. This Document is Digitally Signed

This Document is Digitally Signed

Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jul 29, 2022 18:55:06 IST Location: NSE

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Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

applicable statutory requirements. However, the listing of shares of Sony Pictures Networks India Private Limited is at the discretion of the Exchange.

The listing of Sony Pictures Networks India Private Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about Sony Pictures Networks India Private Limited and its group companies in line with the disclosure requirements applicable for public issues with for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting Company, its promoters, its

1. To publish an advertisement in the newspapers containing all the information about Sony Pictures Networks India Private Limited in line with the details required as per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.

2. To disclose all the material information about Sony Pictures Networks India Private Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.

3. The following provision shall be incorporated in the scheme:

rsuant to the Scheme shall remain frozen in the depositories system till

Sony Pictures Networks India

Private Limited between the record

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the This Document is Digitally Signed Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities. Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jul 29, 2022 18:55:06 IST Location: NSE

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July 29, 2022 within which the scheme shall

be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Jul 29, 2022 18:55:06 IST Location: NSE

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Annexure - 11
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Annexure - 12

HO

602, Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6831 1600

Covering Letter

To, The Board of Directors Sony Pictures Networks India Private Limited 4th Floor, Interface, Building No. 7, Off Malad Link Road, Mumbai – 400 064, India.

1. We, M S K A & Associates, Chartered Accountant, the Statutory Auditors of Sony Pictures Networks India Private Limited (the "Company" or "Transferee Company"), have been requested by the Company having its registered office at the above-mentioned address vide engagement letter dated December 23, 2021 and addendum dated January 18, 2022 to issue a certificate on the accounting treatment in the books of Transferee Company.

2. The accompanying Annexure 1 certifies the proposed accounting treatment specified in Section II Part D Clause 4.1 and Section III Part D Clause 4.1 of the Draft Composite Scheme of Arrangement between the Company, Zee Entertainment Enterprises Limited (the "Transferor Company 1"), Bangla Entertainment Private Limited (the "Transferor Company 2") and their respective shareholders and creditors (hereinafter referred to as the "Draft Scheme") as approved by the Board of Directors of the Company in their meeting held on December 21, 2021, in terms of the provision of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under (the "SEBI Regulation"), section 230 to 232 of the Companies Act, 2013 (the "Act") and other applicable provisions of the Act with reference to its compliance with the applicable Indian Accounting Standards as specified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time (the "applicable accounting standards") and Other Generally Accepted Accounting Principles in India.

3. The proposed accounting treatment in Section II Part D Clause 4.1 and Section III Part D Clause 4.1 of the aforesaid Draft Scheme is reproduced in Annexure 2 to this letter and signed by the Chief Financial Officer of the Company.

4. This letter has to be read in conjunction with Annexure 1 issued by us on even date bearing UDIN 22118247AAAAAF3490.

5. Further, this Certificate supersedes our earlier certificate issued dated January 5, 2022 bearing UDIN no. 22118247AAAAAA7521. Securities and Exchange Board of India (‘SEBI’) vide their letter dated January 14, 2022 to the Company advised the certificate to be re-issued in the format specified by SEBI as applicable for listed companies.

6. This certificate is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the SEBI Regulation and section 230 to 232 of the Act for onward submission to National Company Law Tribunal and other regulatory authorities including Securities and Exchange Board of India, the BSE Limited, the National Stock exchange of India, Regional Director, and Ministry of Corporate Affairs. It should not be used by any other person or for any other purpose. M S K A &

Ahmedabad | Bengaluru | Chennai | Goa | Gurugram | Hyderabad | Kochi | Kolkata | Mumbai | Pune

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Associates shall not be liable to the Company or to any other concerned for any claims, liabilities or expenses relating to this assignment.

Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

Management’s Responsibility

1. The responsibility for preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including applicable accounting standards and other Generally Accepted Accounting Principles as aforesaid, is that of the Board of Directors of the Company. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

2. The Management is also responsible for ensuring that the Company complies with the requirement of the Act and the Rules, the SEBI Regulation, and accounting the Draft Scheme in accordance applicable accounting standards and other Generally Accepted Accounting Principles as well as ensuring that the Company complies with the requirements and provides all relevant information to the SEBI, the BSE Limited, the National Stock exchange of India, and National Company Law Tribunal (“NCLT”) in connection with the Draft Scheme.

Auditor’s Responsibility

1. Pursuant to the requirement of the relevant laws and regulations, our responsibility is only to examine and certify whether the proposed accounting treatment referred to in Section II Part D Clause 4.1 and Section III Part D Clause 4.1 of the Draft Scheme referred to above complies with the SEBI Regulation and the applicable accounting standards and other Generally Accepted Accounting Principles.

2. We have verified the following documents of the Company as on January 18, 2022:

3. a) Signed copy of the Merger Cooperation agreement dated December 22, 2021, along with the Schedules and Annexures, entered between Sony Pictures Networks India Private Limited, Bangla Entertainment Private Limited and Zee Entertainment Enterprises Limited.

4. b) The Draft Composite Scheme of Arrangement, annexed as Schedule 9 to the Merger Cooperation agreement.

5. c) Minutes of Board meeting dated December 21, 2021.

6. We conducted our examination of the Annexure 1 in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ issued by the Institute of Chartered Accountants (‘ICAI’). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

Head Office: 602, Floor 6, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E), Mumbai 400063, INDIA, Tel: +91 22 6831 1600 Ahmedabad | Bengaluru | Chennai | Goa | Gurugram | Hyderabad | Kochi | Kolkata | Mumbai | Pune www.mska.in

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1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

For M S K A & Associates Chartered Accountants ICAI Firm Registration No. 105047W

VISHAL Digitally signed by VILAS VISHAL VILAS DIVADKAR DIVADKAR

Vishal Vilas Divadkar Partner Membership No. 118247 UDIN: 22118247AAAAAF3490

Place: Mumbai Date: January 19, 2022

Head Office: 602, Floor 6, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E), Mumbai 400063, INDIA, Tel: +91 22 6831 1600 Ahmedabad | Bengaluru | Chennai | Goa | Gurugram | Hyderabad | Kochi | Kolkata | Mumbai | Pune www.mska.in

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HO

602, Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6831 1600

Annexure 1

Independent Auditor’s Certificate on the proposed accounting treatment specified in the Draft Composite Scheme of Arrangement

To, The Board of Directors Sony Pictures Networks India Private Limited 4th Floor, Interface, Building No. 7, Off Malad Link Road, Mumbai – 400 064, India.

We, the statutory auditors of Sony Pictures Networks India Private Limited , (hereinafter referred to as “the Company” or “the Transferor Company”), have examined the proposed accounting treatment specified in Section II Part D Clause 4.1 and Section III Part D Clause 4.1 of the Draft Composite Scheme of Arrangement between the Company, Zee Entertainment Enterprises Limited (the "Transferor Company 1"), Bangla Entertainment Private Limited (the "Transferor Company 2") and their respective shareholders and creditors (hereinafter referred to as the "Draft Scheme") as approved by the Board of Directors of the Company in their meeting held on December 21, 2021, in terms of the provision of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under (the "SEBI Regulation"), section 230 to 232 of the Companies Act, 2013 (the "Act") and other applicable provisions of the Act with reference to its compliance with the applicable Indian Accounting Standards as specified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time (the "applicable Accounting Standards") and Other Generally Accepted Accounting Principles in India.

The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and Regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.

Based on our examination and according to the information and explanations given to us, we confirm that the proposed accounting treatment contained in the aforesaid Draft Scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Indian Accounting Standards as specified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time and Other Generally Accepted Accounting Principles in India.

Ahmedabad | Bengaluru | Chennai | Goa | Gurugram | Hyderabad | Kochi | Kolkata | Mumbai | Pune

www.mska.in

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This Certificate is issued at the request of the Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the National Stock Exchange of India, the BSE Limited, National Company Law Tribunal, Regional Director, and Ministry of Corporate Affairs. This Certificate should not be used for any other purpose without our prior written consent.

For M S K A & Associates Chartered Accountants ICAI Firm Registration No. 105047W

VISHAL Digitally signed VILAS by VISHAL VILAS DIVADKAR DIVADKAR

Vishal Vilas Divadkar

Partner Membership No. 118247 UDIN: 22118247AAAAAF3490

Place: Mumbai Date: January 19, 2022

Head Office: 602, Floor 6, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E), Mumbai 400063, INDIA, Tel: +91 22 6831 1600 Ahmedabad | Bengaluru | Chennai | Goa | Gurugram | Hyderabad | Kochi | Kolkata | Mumbai | Pune www.mska.in

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ANNEXURE 2

EXTRACT OF ACCOUNTING TREATMENT IN COMPOSITE SCHEME OF ARRANGEMENT AMONGST ZEE ENTERTAINMENT ENTERPRISES LIMITED (“TRANSFEROR COMPANY 1”), BANGLA ENTERTAINMENT PRIVATE LIMITED (“TRANSFEROR COMPANY 2”) AND SONY PICTURES NETWORKS INDIA PRIVATE LIMITED (“TRANSFEREE COMPANY”) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

SECTION II

AMALGAMATION OF THE TRANSFEROR COMPANY 1 WITH AND INTO THE TRANSFEREE COMPANY

PART D

1. ACCOUNTING TREATMENT

2. 4.1 Pursuant to the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company 1 with the Transferee Company in its books of accounts in accordance with the Indian Accounting Standard 103 “Business Combinations” prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in India and any other relevant or related requirement under the Act, as applicable on the Effective Date.

SECTION III

AMALGAMATION OF THE TRANSFEROR COMPANY 2 WITH AND INTO THE TRANSFEREE COMPANY

PART D

1. ACCOUNTING TREATMENT

2. 4.1 Pursuant to the Scheme coming into effect, the Transferee Company shall account for the amalgamation of the Transferor Company 2 with the Transferee Company in its books of accounts as per the “Pooling of Interest” method prescribed under Appendix C of the Indian Accounting Standard - 103 – “Business Combinations” (IND AS 103) prescribed under Section 133 of the Act read with the relevant rules issued thereunder and other generally accepted accounting principles in India and any other relevant or related requirement under the Companies Act, as applicable on the Effective Date.

For Sony Pictures Network India Private Limited,

NITIN UMAKANT NADKARNI Digitally signed by NITIN UMAKANT NADKARNI DN: c=IN, o=Personal, postalCode=400011, st=Maharashtra, 2.5.4.20=6b644b9cf11611cac0c5b020f6a5934412532a15eb99b35b8dee50031647bd8b, pseudonym=1C28F274A5F72532A50A7B707749FFB3AA5AE3B6, serialNumber=D98541FD0E38D151C9D629597DCDCFC0B2D3F0E2884510E6BCD62A4447388236, cn=NITIN UMAKANT NADKARNI Date: 2022.01.19 12:56:06 +05'30'

Nitin Nadkarni

Chief Financial Officer

Place: Mumbai Date: January 19, 2022

Sony Pictures Networks India Private Limited CIN: U92100MH1995PTC111487

Interface, Building No. 7, 4th Floor, Off Malad Link Road, Malad (West) Mumbai – 400 064, India. Tel: +91 22 6708 1111 | Fax: +91 22 6643 4748 sonypicturesnetworks.com

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Annexure - 13

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SHAREHOLDING OF THE PROMOTERS OF THE CULVER MAX ENTERTAINMENT PRIVATE LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

Sr. No.	Name of Promoter	Number of Shares Held	Percentage of Equity Share Capital
1.	Cyquator Media Services Private Limited	1639340	0.09
2.	Essel Corporate LLP	157845	0.01
3.	Sprit Infrapower & Multiventures Private Limited	340	0.00
4.	Essel Infraprojects Limited	85	0.00
5.	Essel Media Ventures Limited	28181903	1.62
6.	Sunbright International Holdings Limited (formerly known as Essel Holdings Limited)	23486923	1.35
7.	Essel International Limited	1128588	0.06
8.	SPE Mauritius Holdings Limited	426722887	24.58
9.	SPE Mauritius Investments Limited	426722887	24.58
10.	SPE Singapore Holdings, Inc.	72	0.00
11.	CPE India Holdings LLC	3332839	0.19
12.	South Asian Regional Investments Singapore, Pte. Ltd.	13784681	0.79
13.	South Asian Regional Investments Singapore II, Pte. Ltd.	12604307	0.73
14.	Sunbright Mauritius Investments Limited	14684123	0.85
Total		952446820	54.85

For Culver Max Entertainment Private Limited

RAJKUMAR Digitally signed by RAJKUMAR SHYAMLAL SHYAMLAL BIDAWATKA Date: 2022.09.01 10:08:13 BIDAWATKA +05'30' Rajkumar Bidawatka Company Secretary & Compliance Officer

Place : Mumbai Date : September 1, 2022

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Annexure - 14

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September 5, 2022

To

Bangla Entertainment Private Limited

4th Floor, Interface, Building Number 7, Off Malad Link Road, Malad (West), Mumbai 400 064

• Sub : Composite Scheme of Amalgamation and Arrangement between Zee Entertainment Enterprises Limited ("ZEEL"), Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) ("CMEPL"), Bangla Entertainment Private Limited (“BEPL”) and their respective shareholders and creditors (“Scheme of Arrangement”) in accordance with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021

• This is with reference to the Scheme of Arrangement and circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India (the “ SEBI Circular ”).

• We, Axis Capital Limited, have been appointed as the merchant banker for the purposes of compliance with part I (A) paragraph no. 3(a) of the SEBI Circular (the “ Engagement ”).

• As part of our Engagement, we have reviewed

• (i) the documentations and certifications provided by BEPL

• (ii) the abridged prospectus dated September 5, 2022 being included in the notice of ZEEL for convening a meeting of its shareholders as per the directions of the National Company Law Tribunal, Mumbai Bench.

• Based on the above, we confirm that:

• (i). the information pertaining to BEPL as specified for disclosures in abridged prospectus under Part E, Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, including the SEBI circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 (the “ Applicable Information ”) is appropriately disclosed; and

• (ii). nothing has come to our attention to indicate that the Applicable Information is inaccurate.

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1. BEPL was solely responsible for determining applicability of any information specified for disclosures in abridged prospectus under Part E, Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, including the SEBI circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022.

2. This certificate does not constitute, or purport to provide, any opinion or advise for investment in any securities of ZEEL, BEPL or CMEPL. For any investment in ZEEL, BEPL or CMEPL, every prospective investor should consult its own advisors. Further, this certificate does not constitute, or purport to provide, any advise or opinion on the Scheme or any other matters related to ZEEL, BEPL or CMEPL except the matters covered in paragraph nos. 3 and 4.

3. This certificate has been issued solely for submission to the addresses in accordance with part I (A) paragraph no. 3(a) of the SEBI Circular and cannot be relied upon by any other party without our prior written consent.

For Axis Capital Limited

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Authorized Signatory Name: Pratik Pednekar Designation: AVP

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September 5, 2022

To

Culver Max Entertainment Private Limited

(formerly known as Sony Pictures Networks India Private Limited)

4th Floor, Interface, Building Number 7, Off Malad Link Road, Malad (West), Mumbai 400 064

• Sub : Composite Scheme of Amalgamation and Arrangement between Zee Entertainment Enterprises Limited ("ZEEL"), Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) ("CMEPL"), Bangla Entertainment Private Limited (“BEPL”) and their respective shareholders and creditors (“Scheme of Arrangement”) in accordance with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021

• This is with reference to the Scheme of Arrangement and circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India (the “ SEBI Circular ”).

• We, Axis Capital Limited, have been appointed as the merchant banker for the purposes of compliance with part I (A) paragraph no. 3(a) of the SEBI Circular (the “ Engagement ”).

• As part of our Engagement, we have reviewed

• (i) the documentations and certifications provided by CMEPL

• (ii) the abridged prospectus dated September 5, 2022 being included in the notice of ZEEL for convening a meeting of its shareholders as per the directions of the National Company Law Tribunal, Mumbai Bench.

• Based on the above, we confirm that:

• (i). the information pertaining to CMEPL as specified for disclosures in abridged prospectus under Part E, Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, including the SEBI circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 (the “ Applicable Information ”) is appropriately disclosed; and

• (ii). nothing has come to our attention to indicate that the Applicable Information is

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inaccurate.

1. CMEPL was solely responsible for determining applicability of any information specified for disclosures in abridged prospectus under Part E, Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, including the SEBI circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022.

2. This certificate does not constitute, or purport to provide, any opinion or advise for investment in any securities of ZEEL or CMEPL. For any investment in ZEEL or CMEPL, every prospective investor should consult its own advisors. Further, this certificate does not constitute, or purport to provide, any advise or opinion on the Scheme or any other matters related to ZEEL, CMEPL, except the matters covered in paragraph nos. 3 and 4.

3. This certificate has been issued solely for submission to the addresses in accordance with part I (A) paragraph no. 3(a) of the SEBI Circular and cannot be relied upon by any other party without our prior written consent.

For Axis Capital Limited

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Authorized Signatory Name: Sagar Jatakiya Designation: AVP

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