TERMS AND PROCEDURE OF THE ISSUE

Terms of the Issue

The Equity Shares, now being issued, are subject to the terms and conditions contained in this Draft Letter of Offer, Letter of Offer, the CAF, the ASBA form, the Memorandum and Articles of Association of our Company, the provisions of the Companies Act, guidelines issued by SEBI, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India, the Stock Exchange(s), the RBI, ROC, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate and documents that may be executed in respect of the Issue, and / or other authorities, as in force on the date of the Issue and to the extent applicable from time to time.

Ranking of Equity Shares

The Equity Shares shall be subject to the Memorandum and Articles of Association of our Company. The dividend payable on Equity Shares allotted in this Issue shall rank for dividend in proportion to the amount paid up. The Equity Shares allotted in this Issue, shall be pari passu with the existing Equity Shares once fully paid-up in all respects including the right to receive the dividend. The voting rights in a poll, whether present in person or by representative or by proxy shall be in proportion to the paid-up value of the Equity Shares held, and no voting rights shall be exercisable in respect of moneys paid in advance until the moneys have become payable. Further, no person shall be entitled to exercise any voting rights either personally or by proxy at any meeting of our Company in respect of partly paid-up Equity Shares on which any calls or other sums payable by him have not been paid. For more details see section titled “Main Provisions of the Articles of Association” beginning on page 168 of this Draft Letter of Offer.

Mode of Payment of Dividend

We shall pay dividend to our Equity Shareholders as per the provisions of the Companies Act and recommended by the Board of Directors and the Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital requirements and overall financial condition of our Company. Dividends shall be paid only in cash and as per provisions of the Companies Act, 1956. For more details see section titled “Main Provisions of the Articles of Association” beginning on page 168 of this Draft Letter of Offer.

Face Value

The Face Value of our Equity Shares is Re.1/- each Issue Price

The Equity Shares are being issued at Rs. [●] at a premium of Rs. [●] per Equity Share Rights to our Equity Shareholders

Subjects to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity Shareholders shall have the following rights:

• Right to receive dividend, if declared;

• Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll in person or by proxy;

• Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation;

• Right to free transferability of shares; and

• Such other rights as may be available to a shareholder of a listed Public Limited Company under the Companies Act, terms of the Listing Agreement with SEBI, the Memorandum and Articles of Association.

For a detailed description of the main provisions of the Articles of Association dealing with voting rights, dividends, forfeiture, lien, transfer and transmission, and / or consolidating / splitting, please refer to the section titled “Main Provisions of the Articles of Association” beginning on page 168 of this Draft Letter of Offer.

Market Lot and Trading Lot

In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI (ICDR) Regulations, 2009 the trading in the Equity Shares shall be only in dematerialized form for all investors. Since trading of the Equity Shares will be in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Offer will be done only in electronic form in multiples of 1 Equity Share.

Nomination Facility to Investor

In accordance with Section 109A of the Companies Act, the sole or first applicant, along with other joint applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the applicant, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer Agents of our Company.

In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with.

In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective Depositary Participant (“DP”) of the Investor would prevail. Any Investor desirous of changing the existing nomination is requested to inform its respective DP.

Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, our Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight days after our Company becomes liable to pay the subscription amount (i.e. 15 days after the Issue Closing Date), our Company will pay interest as per the provisions under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

of the Issue. If any person presently in control of the Company desires to subscribe to such undersubscribed portion and if disclosure is made pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, such allotment of the undersubscribed portion will be governed by the provisions of the said regulations. Allotment to promoters of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement.

The above is subject to the terms mentioned under the section entitled “Basis of Allotment” on page 158 of this Draft Letter of Offer.

Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialized form only; the market lot for our Equity Shares will be one, no arrangements for disposal of odd lots are required.

Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting

For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their consolidation / splitting, please refer sub-heading “Main Provisions of the Articles of Association” appearing on page 168 of this Draft Letter of Offer.

New Financial Instruments

The Issuer Company is not issuing any new financial instruments through this Issue. Option to Receive Securities in Dematerialised Form Investors to the Equity Shares of our Company issued through this Issue shall be allotted the securities in dematerialized (electronic) form at the option of the Investor.

Option to receive Securities in Dematerialised Form

Investors to the Equity Shares of our Company issued through this Issue shall be allotted the securities in dematerialized (electronic) form at the option of the Investor.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Mumbai, Maharashtra, India.

Offer to Non-Resident Equity Shareholders / Applicants

As per Regulation 6 of Notification No. FEMA 20/200-RB dated May 3, 2000, the RBI has given general permission to Indian companies to issue rights shares to non-resident shareholders including additional shares. Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 1999 (FEMA) in the matter of refund of application moneys, allotment of Equity Shares, issue of letter of allotment / notification No. FEMA 20/200-RB dated May 3, 2000. The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares, payment of dividend etc. to the non- resident shareholders. The rights shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the reparability as are applicable to the original shares against which Equity Shares are issued on rights basis.

NRI applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. The non-resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category.

Applications received from Non Resident Applicants for the allotment of Equity Shares shall, inter alia, be also subject to the conditions imposed from time to time by the RBI under FEMA in relation to the receipt and refund of Application Money, allotment of Equity Shares, issue of allotment

advice/letters of allotment/Consolidated Certificates and payment of dividends.

Non-Resident applicants can obtain the application form from the registered office of the Company:

Registered Office:

Payarelal Building, Near Infant Jesus School, Chincholi Bunder Road, Malad (west), Mumbai–400 064, India

Tel no.: 022-28722384 / 32204831 Fax No.: 022-28722384

E-mail: [email protected] Website: www. splashmediainfra.com

Contact Person: Mr. Chhotulal Rawa Bhagwat

By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities. Further, the RBI in its Master Circular dated July 1, 2009 has stated that OCBs are not permitted to subscribe to Equity Shares of Indian companies on rights basis under the automatic route. OCBs shall not be eligible to subscribe to the Equity Shares pursuant to this Draft Letter of Offer unless prior approval of the RBI is obtained in this regard.

Thus, OCBs desiring to participate in the Issue must obtain prior approval from the RBI. On providing such approval to the Company at its Registered Office, the OCB shall receive the Draft Letter of Offer and the CAF.

Draft Letter of Offer and CAF shall only be dispatched to Non-Resident Equity Shareholders with registered address in India.

In case of change of status of shareholders i.e. from Resident to Non-Resident, a new demats account shall be opened for the purpose.

Issue Procedure

Procedure for Application

The CAF would be printed in bLakhk ink for all shareholders. An additional separate advise for nonresident shareholders will be provided. In case the original CAF is not received by the applicant or is misPlaced by the applicant, the applicant may request the Registrars to the Issue, Adroit Corporate Services Private Limited, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. Non-resident shareholders can obtain a copy of the CAF from the Registrars to the Issue, Adroit Corporate Services Private Limited from their office located at 19, Jafer Bhay Industrial Estate, 1st _{floor, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400 059, India} by furnishing the registered folio number, DP ID number, Client ID number and their full name and address. Acceptance of the Issue

You may accept the Issue and apply for the Equity Shares offered, either in full or in part by filling Part A of the enclosed CAF and submit the same along with the Application Money payable to the Bankers to the Issue or any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque /demand draft, net of bank and postal charges, payable at Mumbai to the Registrar to the Issue by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. The applications received through registered post shall be dealt with by the Registrars to the Issue in the normal course.

Option available to the Equity Shareholders

The Composite Application Form clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to. If the Equity Shareholder applies for an investment in Equity Shares, then he can:

• Apply for his entitlement in part;

• Apply for his entitlement in part and renounce the other part; • Apply for his entitlement in full;

• Apply for his entitlement in full and apply for additional Equity Shares.

• Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also apply for additional Equity Shares.

Additional Equity Shares

You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favor of any other person(s). If you desire to apply for additional Equity Shares, please indicate your requirement in the Place provided for additional shares in Part A of the CAF. Applications for additional Equity Shares shall be considered and allotment shall be in the manner prescribed under the section entitled “Terms and Procedure of the Issue” on page 141of this Draft Letter of Offer. The Renouncees applying for all the Equity Shares renounced in their favor may also apply for additional Equity Shares.

Where the number of additional Equity Shares applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. Renunciation

This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons subject to the approval of the Board. Such Renouncees can only be Indian Nationals (including minor through their natural/legal guardian)/limited companies incorporated under and governed by the Act, statutory corporations/institutions, trusts (registered under the Indian Trust Act), societies (registered under the Societies Registration Act, 1860 or any other applicable

laws) provided that such trust/society is authorized under its constitution/bye laws to hold equity shares in a company and cannot be a partnership firm, foreign nationals or nominees of any of them (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of this Draft Letter of Offer could be illegal or require compliance with securities laws of such jurisdiction or any other persons not approved by the Board.

Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non- Resident Indian Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is subject to the renouncer(s)/renouncee(s) obtaining the approval of the FIPB and/ or necessary permission of the RBI under the Foreign Exchange Management Act, 1999 (FEMA) and other applicable laws and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approval are liable to be rejected.

By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, the existing Equity Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of renouncee shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s).

Your attention is drawn to the fact that the Company shall not allot and/or register any Equity Shares in favor of:

• More than three persons including joint holders • Partnership firm(s) or their nominee(s)

• Minors

• Hindu Undivided Family

• Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any other applicable Trust laws and is authorized under its Constitutions to hold Equity Shares of a Company).

The right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof.