UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 10, 2023

Date of Report (Date of earliest event reported)

International Media Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40687		86-1627460
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1604 US Highway 130

North Brunswick, NJ

08902

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 960-3677

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	IMAQ	The Nasdaq Stock Market LLC
Warrants	IMAQW	The Nasdaq Stock Market LLC
Rights	IMAQR	The Nasdaq Stock Market LLC
Units	IMAQU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto is an investor presentation, dated January 10, 2023, that will be used by parties regarding the transaction contemplated by the Stock Purchase Agreement dated as of October 22, 2022 (the “SPA”). by and among International Media Acquisition Corp. (“IMAQ”), Risee Entertainment Holdings Private Limited and Reliance Entertainment Studios Private Limited (the “Target Company”) related to the acquisition of the equity of the Target Company (the “Stock Acquisition”).

Exhibits 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Important Information for Investors and Stockholders

This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. IMAQ intends to file a proxy statement with the SEC. A proxy statement will be sent to all IMAQ stockholders. IMAQ also intends to file other documents regarding the proposed transactions with the SEC. Before making any voting decision, investors and security holders of IMAQ are urged to read the proxy statement and all other relevant documents that IMAQ files with the SEC in connection with the proposed transactions as they become available because they will contain important information about the proposed transactions.

Investors and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed with the SEC by IMAQ through the website maintained by the SEC at www.sec.gov.

Forward Looking Statements

Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of IMAQ’s and the Target Company’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IMAQ and the Target Company. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the SPA, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect IMAQ or the expected benefits of the Stock Acquisition, if not obtained; the failure to realize the anticipated benefits of the Stock Acquisition; matters discovered by the parties as they complete their respective due diligence investigation of the other party; the ability of IMAQ to maintain the listing of IMAQ’s shares on Nasdaq; costs related to the Stock Acquisition; IMAQ’s failure to satisfy the conditions to the consummation of each tranche of the Stock Acquisition, including the initial approval of the SPA by the stockholders of IMAQ, the risk that the Stock Acquisition may not be completed by the stated deadlines and the potential failure to obtain an extension of the stated deadlines; the inability to complete the financing contemplated in connection with the Stock Acquisition and the purchase of 100% of the equity of the Target Company; the outcome of any legal proceedings that may be instituted against IMAQ or the Target Company related to the Stock Acquisition; the attraction and retention of qualified directors, officers, employees and key personnel following the Stock Acquisition, IMAQ’s ability following the Stock Acquisition to compete effectively in a highly competitive market; the ability to protect and enhance the Target Company’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in the Target Company’s industry; the uncertain effects of the COVID-19 pandemic and other pandemics on the production of movies and attendance at movie theaters; changes in the viewing patterns of customers and consumer behavior, as well as evolving technologies, distribution platforms and packaging; the substantial investment of capital required to produce and market films and other programming; the inability to compete for talent, content, audiences, subscribers, advertising and distribution in the Indian and global entertainment industry; future financial performance of IMAQ following the Stock Acquisition; the ability of IMAQ to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the risk that the Stock Acquisition disrupts current plans and operations of the Target Company as a result of the announcement and consummation of the Stock Acquisition; the possibility that the Target Company may be adversely affected by other economic, business, regulatory, and/or competitive factors; the evolution of the markets in which the Target Company competes, including technological changes and other trends affecting the entertainment industry and increases in the cost for content and other rights; risks related to streaming initiatives; the ability of the Target Company to implement its existing strategic initiatives and continue to innovate; risks related to acquisition and integration of acquired businesses; the ability of the Target Company to defend its intellectual property; the risk that the Target Company may not be able to execute its growth strategy and the timing of expected business milestones; and the risk of declines or disruptions in the Indian economy. The foregoing list of risks is not exhaustive.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that IMAQ and the Target Company do not presently know, or that IMAQ and the Target Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect IMAQ’s and the Target Company’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the exhibits hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of IMAQ and the Target Company described above. IMAQ and the Target Company anticipate that subsequent events and developments will cause their assessments to change. However, while IMAQ and the Target Company may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law.

Participants in the Solicitation

IMAQ and the Target Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from IMAQ’s stockholders in connection with the proposed Stock Acquisition. A list of the names of the directors and executive officers of IMAQ and information regarding their interests in the Stock Acquisition will be contained in the proxy statement when available. You may obtain free copies of these documents as described in the second paragraph under the above section entitled “Important Information for Investors and Stockholders.”

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Investor Presentation, dated January 10, 2023.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 10, 2023

INTERNATIONAL MEDIA ACQUISITION CORP.

By:	/s/ Shibasish Sarkar
Name:	Shibasish Sarkar
Title:	Chief Executive Officer

Exhibit 99.1

NASDAQ: IMAQ Acquisition of Reliance Entertainment January 2023 PA0 PA1

2 This presentation contains forward - looking statements made pursuant to the Safe Harbor provisions under the United States Privat e Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding any potential target’s expected future operating results; financial performance and potential revenues, sal es forecast, sales funnel and sales pipeline; business strategy, various addressable markets, anticipated trends, growth, and developments in markets in which it operates; the market adoption of its te chnology and products; the capabilities, performance, and advancement of its technology and products; its projected expansion and economics; its pro forma information; and its future product develop men t and roadmap. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of the Company’s management and are not predictions of actua l performance. Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “w oul d,” “could,” “plan,” “predict,” “potential,” “project,” “pro forma,” “seem,” “seek,” “future,” “outlook,” “model,” “target,” “goal,” and similar expressions that predict or indicate future events or tre nds or that are not statements of historical matters, although not all forward - looking statements will contain these identifying words. All forward - looking statements are based on current assumptions, expectations and beliefs, and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward - looking statements. T hese forward - looking statements should not be relied upon as representing the Company’s or any target’s assessments as of any date subsequent to the date of this Presentation. These forward - looking statements are provided for illustrative purposes only and are not intend ed to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or proba bi lity. However, while the Company may elect to update these forward - looking statements at some point in the future, the Company specifically disclaim any obligation to do so, whether as a result of new information, new developments, future events, or otherwise. These forward - looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could ad ver sely affect the Company or the expected benefits of the Business Combination, if not obtained; the failure to realize the anticipated benefits of the Business Combination; matters discovered by the parti es as they complete their respective due diligence investigation of the other parties; the ability of the Company to maintain the listing of the Company’s securities on Nasdaq; costs related to the Business Combi nat ion; the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive stock purchase agreement by the shareholders of the target company; the ri sk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the inability to complete a PIPE transactio n; the outcome of any legal proceedings that may be instituted against the Company or the target company related to the Business Combination; the attraction and retention of qualified directors, officers, emp loy ees and key personnel of the Company following the Business Combination; the ability of the Company to compete effectively in a highly competitive market; the ability to protect and enhance the Company’ s c orporate reputation and brand after the Business Combination; the impact from future regulatory, judicial, and legislative changes in the Company’s industry; and, the uncertain effects of the COVID - 19 pandemic; competition from other media companies that have greater resources, technology, relationships and/or expertise; future financial performance of the Company following the Business Combination in clu ding the ability of future revenues to meet projections; the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the ability of the C omp any’s trademark and copyright applications to protect the Company’s core intellectual property from competitors; the Company’s ability to manage a complex set of marketing relationships and realize pro jected revenues from subscriptions, advertisements; product, ticket sales and other sources of revenue; the Company’s ability to execute its business plans and strategy; and those factors set forth in do cum ents of the Company filed, or to be filed, with SEC. The foregoing list of risks is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results im plied by these forward - looking statements. There may be additional risks that are presently unknown or that the Company currently believes are immaterial that could also cause actual results to differ from t hos e contained in the forward - looking statements. In addition, forward - looking statements reflect the Company’s current expectations, plans and forecasts of future events and views as of the date of this Pre sentation. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of s uch forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of the Company and the target companies described above. The Company anticipate that subsequent events and developmen ts will cause their assessments to change. However, while the Company may elect to update these forward - looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward - looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. DISCLAIMERPA0

3 DISCLAIMER (CONTINUED) Use Of Projections - This Presentation contains projected financial information with respect to the Company. Such projected financial information c onstitutes forward - looking information and is for illustrative purposes only and should not be relied upon as being indicative of future results. The assumptions and estimates un derlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties that coul d c ause actual results to differ materially from those contained in the prospective financial information. See “Forward - Looking Statements” above. Actual results may differ materially from the result s contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any per son that the results reflected in such forecasts will be achieved. Financial Information; Non - GAAP Financial Measures - Certain financial information and data contained this Presentation is unaudited and does not conform to Regulation S - X. Accord ingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/pros pec tus or registration statement or other report or document to be filed or furnished by the Company with the SEC. Some of the financial information and data contained in this Presentatio n h as not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Company believe these non - GAAP measures of financial results provide useful infor mant to management and investors regarding certain financial and business trends relating to the financial condition and results of operations of the Company’s potential target .companies The Company believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the fi nancial measures of the potential targets with other similar companies, many of which present similar non - GAAP financial measures to investors. Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non - GAAP financial measures is that they exclude signifi cant expenses and income that are required by GAAP to be recorded in financial statements of any target. In addition, they are subject to inherent limitations as they reflect the exercise of jud gments by management about which expense and income are excluded or included in determining these non - GAAP financial measures. In order to compensate for these limitations, management presents no n - GAAP financial measures in connection with GAAP results. You should review the audited financial statements of the target companies, which will be included in the registration statement and proxy statement to be filed with the SEC. A reconciliation of projected non - GAAP financial measures has not been provided as such reconciliation is not available without unreasonable efforts . Trademarks - This Presentation contains trademarks, service marks, trade names, and copyrights of the Company and other companies, which a re the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this Presentation is not intended to, and does no t imply, a relationship with the Company, or an endorsement of sponsorship by or of the Company. Solely for convenience, the trademarks, service marks and trade names referred to in this Pre sentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable la w, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. No SEC Approval; Subsequent Events - Neither the SEC nor any securities commission of any other U.S. or non - U.S. jurisdiction has approved or disapproved of the s ecurities or of the Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contr ary is a criminal offense. The Company will make any offer to sell securities only pursuant to a definitive subscription agreement, and the Company reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason. The Company’s independent auditors have not audited, reviewed, compiled or performed any pro ced ures with respect to the projections for the purpose of their inclusion in this Presentation, and, accordingly, neither of them expressed an opinion or provided any other form of assuranc e w ith respect thereto for the purpose of this Presentation. The information contained herein is as of January __, 2023 and does not reflect any subsequent events.

4 DISCLAIMER (CONTINUED) Additional Information and Where to Find it - This document relates to a proposed Business Combination between the Company and the target company. In connection with the pr oposed Business Combination, the Company has filed with the Securities and Exchange Commission (the “SEC”), a preliminary proxy statement of th e Company and after the proxy statement is cleared by the SEC, the Company will mail a definitive proxy statement relating to the proposed Business Combination to its stockholders. This P res entation does not contain any information that should be considered by the Company’s stockholders concerning the proposed Business Combination and is not intended to constitute the basis of any vo ting or investment decision in respect of the Business Combination or the securities of the Company. The Company’s stockholders and other interested persons are advised to read, w hen available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and other documents filed in connection with the proposed Business Combination, as th ese materials will contain important information about the Company, the target companies and the Business Combination. When available, the definitive proxy statement and other relevant ma terials for the proposed Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed Business Combination. Stockhold ers will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’ s w ebsite at www.sec.gov , or by directing a request to: International Media Acquisition Corp., 1604 US Highway 130, North Brunswick, NJ, 08902.

5 1) TRANSACTION SUMMARY 2) IMAQ TEAM 3) RELIANCE OVERVIEW 4) RELIANCE FINANCIALS 5) APPENDIX PA0

TRANSACTION SUMMARY 6

• 100% acquisition of Reliance Entertainment over time for $140M (1) □ $40M at business combination ( ~ 40% stake) □ $20M within 90 days (majority stake) □ $80M within 12 - 18 months (100% stake) • Control : Majority board control transfers to IMAQ immediately at first tranche closing (2) • Continuity : 100% of operating management team remains in place, former CEO returns to leadership • Non - dilutive : No shares issued to seller IMAQ ACQUIRES RELIANCE ENTERTAINMENT AT AN ATTRACTIVE VALUATION WITH STAGGERED PAYMENTS 7 • Leading studio goes public with US listing x Company has significant revenue/track record x Better access to growth capital x Pipeline of bolt - on acquisitions x Investors able to participate in both: ( i ) dynamic sector and (ii) vibrant region • Valuation ~ 1.2x FY22 pro - forma sales • Expected growth of 20% in FY23 driven by confirmed pre - sales & content pipeline • Vibrant library of films, games & animation IP generating incremental cashflows TRANSACTION OVERVIEW TRANSACTION RATIONALE (1) Up to an additional $17.5M earn out payable to the selling shareholders based on post - closing stock performance (2) Subject to the limitation set forth in the stock purchase agreement PA0 PA1 PA2 PA3 PA4 PA5 PA6

IMAQ TEAM 8PA0

PROVEN LEADERSHIP RETURNS, CONSISTENT OPERATING MANAGEMENT STAYS IN PLACE SHIBASISH SARKAR Chairman & CEO • Group CEO : Reliance Entertainment (grew revenue ~ 4x with positive EBITDA) • Board Member : Code Masters UK (led listing on AIMS UK) • Founding Member : Studio18 (Network 18) (raised $100M film fund on AIMS UK) • VP - Finance : UTV (acquired by Disney) (led the public offering on NSE India) 9 Past experiences • IMAQ led by media veteran Shibasish Sarkar x 29+ years experience across media & entertainment x President of the Producers Guild of India • A - list actors & top film directors/producers with long - term working relationships with Reliance are also members of IMAQ’s sponsor • IMAQ signed binding share purchase agreement on 22 nd Oct 2022; estimated transaction closure in first half of 2023 • Long - term vision to provide 360 o entertainment with focus on direct - to - consumer • Transaction creates leading publicly - listed diversified content creator serving India & international markets x Long operational history/track record x Substantial content pipeline driving topline growthPA0 PA1 PA2 PA3

10 IMAQ & RELIANCE TEAMS BRING DEEP OPERATIONAL EXPERIENCE IN INDIA MEDIA & ENTERTAINMENT SUNIL MENGHRAJANI Chief Strategy Officer 33+ yrs in M&E, Consumer products AMIT KHANDUJA CEO, Reliance Games 28+ yrs in M&E, Software, Telecom TEJONIDHI BHANDARE CEO, Reliance Animation 24+ yrs in M&E, Finance VIVEK AGRAWAL Head of Film Dev. 28+ yrs in M&E NAMIT SHARMA Head of Non - Film Content Dev. 23+ yrs in M&E MOHAN UMROTKAR Chief Business Officer 24+ yrs in M&E, Finance PRIYANKA AGARWAL Corporate Dev. & M&A 15+ years in M&E, Management consulting SWETA AGNIHOTRI CEO, Content Syndication, CHRO 30+ yrs in M&E, Consumer productsPA0 PA1

MEMBERS OF IMAQ’S SPONSOR INCLUDE A - LIST ACTORS AND MEDIA CONGLOMERATES AJAY DEVGN Lead Actor, Director & Producer 30+ years as a leading actor in 108 films & series 11 VIDYUT JAMWAL Actor, Producer Leading action star in India; 20 films & series in 10+ years BHUSHAN KUMAR Media & Music Baron • T Series (India’s No. 1 music label) • 2,000+ video & 35,000+ audio titles • Produced 100+ films SYED TAHER ALI Film Production Services Leading supplier of camera and lightning equipment 20M following* 230M subscribers Largest YT channel globally 50M following* SUNIEL NARANG Producer, Distributor, Exhibitor Co - promoter of the largest cinema chain in Telangana SUPRIYA YARLAGADDA Producer & Actor Produced 19 films & series; Executive Director of Annapurna Studios ANISH WADHWA Film Distributor, Entrepreneur Owns & monetizes overseas digital distribution rights of 500+ Tamil/Malayalam films MUMBAI MOVIE STUDIOS Producer Film studio focused on regional films across languages; invested in 6 regional films so far *Cumulative social media following across Facebook, Instagram and TwitterPA0

MEMBERS OF IMAQ’S SPONSOR INCLUDE TOP DIRECTORS & PRODUCERS FROM THE INDIAN FILM INDUSTRY *Equity - based talent partnerships with Reliance Entertainment **Films that collected more than Rs. 100 crores at the box office adjusted for inflation 12 LUV RANJAN Director, Producer & Writer Directed/produced 12 films MANI RATNAM Director & Producer Directed/produced 39 films over 39 years BVSN PRASAD Producer SVCC (film production) founded in 1984; produced 28 films ABHISHEK AGARWAL Producer, Entrepreneur Produced 11 films across Telugu & Hindi TG VISHWA PRASAD Producer Produced 26 Telugu films & 8 web - series S SASHIKANT* Director & Producer Produced 20 films across Tamil, Telugu, Malayalam, Hindi ROHIT SHETTY* Director & Producer Directed/produced 15 films; 12 super hits** IMTIAZ ALI* Director, Producer & Writer Directed/produced 9 films & 2 web - series DEEPA TRACY Director & Producer ‘Native - for - Global’ network of Film & Content ExpertisePA0 PA1

RELIANCE OVERVIEW 13PA0

14 RELIANCE ENTERTAINMENT TODAY: INDIA’S TOP 3 DIVERSIFIED CONTENT STUDIO FILM PRODUCTION x 9 films expected to release in FY23 (48% film revenues contracted via presales of digital/ PayTV rights) x 9 - 10 films already in development for release in FY24 FILM DISTRIBUTION OTT (OVER - THE - TOP) CONTENT MOBILE GAMES ANIMATION x Preferred producer for global & top local OTTs x 14 web - series in confirmed contracts across FY23 & FY24 x In - house film marketing & distribution team of 40+ people x Distributed 400+ films; collected $1B at the global box office x 23 films expected to be distributed in FY23 (2) x 90 - member team across game development & publishing x 35+ titles; 500M global downloads x 1,000+ animator team (1) converting marquee in - house film IP into top children’s characters x Delivered 15,000+ mins in animated content via long - term contracts with TV channels (1) Includes staff on payroll, on contract and freelancers (2) Includes 12 3 rd party filmsPA0 PA1 PA2 PA3 PA4

INDIA IS THE 5 TH LARGEST M&E MARKET ( $31B+ BY 2024); EMERGING AS A KEY BATTLEGROUND FOR WESTERN MEDIA COMPANIES SEEKING ALLIANCES 15 650M+ under the age of 30 years • 490M+ video consumers • Top 10 OTT market by 2023 • 35+ OTT platforms • 390M+ mobile gamers • 200M+ online music listeners • 100M+ online shoppers India is Young Massive demand for online entertainment + $1.3B est. online video content investment in India in 2022* Note: All statistics sourced from EY FICCI M&E report March 2022 & BCG CII M&E report Dec 2021 *Economic Times: https:// economictimes.indiatimes.com /industry/media/entertainment/ ott - companies - are - spending - more - on - original - shows/ articleshow /96065775.cms $0.09/GB cost of mobile internet 830M+ internet users 500M+ smartphones + = Tech Savvy World’s Lowest Data CostPA0

SHIBASISH/RELIANCE DE - RISKED STUDIO OPERATIONS THROUGH EQUITY - LINKED TALENT PARTNERSHIPS 16 x Invested in film production companies, not slates x Invested in IP, not just exploitation rights x Talent participates in both profit & loss x Reliance has right of first refusal (ROFR) on all IP WHILE CEO OF RELIANCE, SHIBASISH CREATED A JOINT VENTURE ECOSYSTEM WITH DIRECTORS/CREATORS Strategy led to close to 4x growth in revenue from FY17 to FY22 with positive EBITDA 200 FILM LIBRARY + NATIONAL AWARDS 29 Released 400+ films; $1 Billion global box office NOTE: Films released include 3 rd party films PA0

TALENT PARTNERSHIPS PROVIDE A PREDICTABLE PIPELINE OF FILMS WITH HIGH - VALUE ACTORS 17 • Slate of 9 films confirmed for release in FY23 with A - list actors • 48% of FY23 estimated film revenue locked via pre - sale of digital & Pay - TV rights • Rights buyers include global players like Disney/Star, Netflix, Viacom/Jio, others • 9 - 10 films in development with releases planned in FY24 IB1971 Some of the films releasing in 2022 - 2023PA0

RELIANCE HAS A RICH CONTENT BANK WITH A LIBRARY OF 200+ FILMS ACROSS LANGUAGES 18 • A - list actors : Ajay Devgn , Akshay Kumar, Ranveer Singh, Hrithik Roshan, Salman Khan, Pawan Kalyan, Jr. NTR, etc. • High - value franchises : “ Singham ”, “Golmaal”, “Commando”, “1920”, “Love Aj Kal ”, “ Namastey London”, etc. • Predictable cash : Satellite/digital rights renewal, remake/dubbing, prequel/sequel, music, etc. • New media : Extend IP into games, animation, NFTs, metaverse, etc.PA0

RELIANCE FILMS ACROSS LANGUAGES HAVE WON 29 NATIONAL AWARDS SINCE 2008 19 Best Debut Director & Best Dialogue Writer - Ashwin Madonne Best Actor - Akshay Kumar Best Gujarati Film Best Debut Director - Neeraj Ghaywan Best Director - Srijit Mukherjee Won 4 National Awards Won 5 National Awards. Best Feature Film Won 4 National Awards .. Best Feature Film In Bengali Best Film On Social Issues Best Feature Film in Bengali Won 4 National Awards incl. Best Feature Film in Hindi, Best Actor - Amitabh Bachchan Won 2 National Awards incl. Best Feature Film in Hindi

20 TALENT PARTNERSHIPS ALSO PROVIDED AN EARLY MOVER ADVANTAGE WITH OTTs • Demonstrated early success with Netflix’s 1 st original “Sacred Games”; 67% viewers international (1) • Producing India’s largest budget original series “Indian Police Force” with Rohit Shetty for Amazon Prime (1) BCG CII M&E report Dec 2021 (2) EY FICCI M&E report March 2022 Some of the OTT/TV series produced by Reliance: x Close to 500M online video consumers (ex. YouTube) x Time spent on entertainment apps grew 52% x Paid video subscriptions touched 80M across 40M households in India x Over 100 films released directly on OTT platforms Online video gained scale in India in 2021 - 2022 (2) :

SLATE OF WEB - SERIES WITH MARQUEE SHOWRUNNERS IN DEVELOPMENT & PRODUCTIONS VIKRAMADITYA MOTWANE 21 ROHIT SHETTY GARIMA PATIALVI MILAN LUTHRIA “Jubilee” “Indian Police Force” VIKAS BAHL “Sultan of Delhi” “Sunflower - 2” “St. Francis” “ Paan Parda Zarda ” MRIGDEEP SINGH LAMBA, GURMEET SINGH, SHILPI DASGUPTA Note: All series mentioned have confirmed development and/or production contracts PETER SAFRAN “13 ‘o Clock” TIGMANSHU DHULIA “ Chavanni ” “Is Anybody Out There” DAVID LESLIE JOHNSON

1,000+ ANIMATION TEAM (1) DEVELOPS SOME OF INDIA’S TOP CHILDREN’S CHARACTERS BASED ON MARQUEE FILM IPs ~20M Episodes (2) 500+ REACH: 22 Also available on (1) Headcount includes personnel on payroll as well as contractual staff/freelancers (2) No. of episodes include shows/telefilms delivered and shows/telefilms locked in contract for FY23 & FY24 (3) No. of episodes correspond to FY23 only ~24M REACH: ~25M REACH: Also available on Episodes (3) 48 Episodes (2) 400+ Episodes (2) 200+ “Little Singham ” won Indian Telly awards for Best Kids Show Fiction “Baby Little Singham ” added as new IP in 2022 PA0PA1

1,000+ ANIMATION TEAM (1) ALSO COLLABORATING WITH GLOBAL PLAYERS & DEVELOPING MAINSTREAM ADULT ANIMATION ~17M Episodes (2) 100+ REACH: 23 (1) Headcount includes personnel on payroll as well as contractual staff/freelancers (2) No. of episodes include shows/telefilms delivered and shows/telefilms locked in contract for FY23 & FY24 (3) No. of episodes correspond to FY23 only (4) Include “Little Singham ”, “Smashing Simmba ”, ”Golmaal Jr.”, “ Bhaiyaji Balwan ”, “ Pandeyji Pehelwan ” Episodes (2) 50+ ~20M REACH: Episodes (3) 40 REACH: ~25M Long - term contracts for most intellectual properties (4) with confirmed revenues for FY23 & FY24 Developing character based on ‘21 blockbuster “ Sooryavanshi ” Avenues for growth include 1) Mainstream adult animation 2) International projects 3) Extension of proprietary film IP into animation “Time Twisters” is a prestigious collaboration with Nickelodeon US; to be released early 2023 PA0

24 GAMES DIVISION USES PROPRIETARY & HOLLYWOOD IP TO DEVELOP & PUBLISH MOBILE GAMES PROVEN STRATEGY TO DRIVE PROFITABLE GROWTH IN CASUAL & ACTION GAMES 35+ Titles Blockbuster Hollywood IPs 500M Downloads 5 Top Chart Games Global Audience 4+ Star Avg. Rating 20+ Reliance Games 2021 engagement metrics:

25 RELIANCE GAMES CATER TO GLOBAL AUDIENCES Global Audience 59% 24% 13% NORTH AMERICA EUROPE ASIA Gaming audience in more than 45 countries Successful collaborations with major US studios: • Dreamworks Animation • Paramount Pictures • Legendary Entertainment • Sony Pictures Global Partnerships 25PA0 PA1

CROSS - ASSET SYNERGY: CASE STUDY OF “SINGHAM” FILM IP MONETIZED ACROSS ANIMATION & GAMING 26 “Little Singham ” mobile game: • 71M (4) global downloads • Avg. rating 4.6 MOBILE GAMING “Little Singham” character: • 500+ episodes (3) • Across Hindi, English, Tamil ANIMATION 2008 (1) 2011 2014 2018 2021 • 4 films collected $163M (2) at the global box office • Featuring A - list actors from Bollywood: Akshay Kumar, Ranveer Singh & Ajay Devgn • Goal to create a Marvel like character universe (1) “ Singam ” in Tamil directed by Hari Gopalakrishnan (2) Converted at avg. exchange rate in year of release (3) No. of episodes include shows/telefilms delivered + locked in contract for FY23 & FY24 (4) Across 5 games based on Little Singham IP ICONIC COP FRANCHISE BY ROHIT SHETTY PA0

27 RELIANCE HAS A RICH CONTENT BANK OF 250+ IP RIGHTS ACROSS COMPLETED & RELEASED LIBRARY OF FILMS, GAMES & ANIMATION FILM LIBRARY (excludes current & future slate) • 207 films across languages GAME IPs • 36 Proprietary games • 8 Animated characters ANIMATION IPs

RELIANCE FINANCIALS 28PA0

PRO - FORMA REVENUES & ADJUSTED EBITDA 29 7,164 7,721 6,549 1,103 8,861 FY18A FY19A FY20A FY21A FY22A EBITDA% 13% 12% 1% (15%) 13% EBITDA 900 946 16 (164) 1,128 RELIANCE HAS SIGNIFICANT TRACK RECORD ON THE BACK OF TALENT - PARTNERSHIPS & LONGTERM RELATIONSHIPS WITH BUYERS Major Covid - 19 impact; film productions halted/cinemas closed for almost the entire year Significant recovery despite partial re - opening; cinemas opened for only 3 - 4 months with occupancy restrictions Note: Financial year ending 31 st March; FY18 - FY20 based on Indian GAAP; FY21 - FY22 based on US GAAP; Pro - forma representation consolidates RESPL + JV revenues less inter - company transactions; FY18 - FY20 EBITDA adjusted for excess amortization to match US GAAP policy INR Millions More than 60% of estimated INR 10 Billion FY23 revenue already contracted • 61% of total revenues for FY23E contracted across film, OTT and animation • 96% of FY23E OTT contracts locked with Netflix, Amazon, Jio/Viacom, Disney+Hotstar , etc. • 48% FY23E film revenue locked via pre - sale of digital/TV rights of films • 77% of FY23E animation revenues locked (long - term contracts with TV channels)PA0PA1

APPENDIX 30PA0

SNAPSHOT OF RELIANCE HISTORIC IP PORTFOLIO MONETIZATION 31 Asset Type #IP 2018 - 2022 5 - Year Avg. Revenue (1) 2023 - 2027 5 - Year Avg. Revenue (2) Third - Party Valuation Top Licensees ( ~ 100% of Forecast Revenue) Films 207 $4M $11M $83M Gaming 36 $4M $4M $11M Animation 8 $3M $7M $4M Total 251 Revenue: $11M Pre - tax Profit: $5M Revenue: $22M After - tax Profit: $9M $98M FY18 FY19 FY20 FY21 FY22 Films 5.3 5.9 2.8 3.7 2.1 Gaming 3.2 3.2 3.4 4.1 4.0 Animation 1.2 2.0 4.4 3.6 5.8 Total revenue 10 11 11 11 12.0 Pre - tax profit 6.2 6.1 4.0 5.5 4.0 FY23 FY24 FY25 FY26 FY27 Films 8.5 11.7 11.4 14.3 11 Gaming 3.4 3.9 3.9 3.4 3.8 Animation 5.9 6.5 7.4 7.7 8.0 Total revenue 18 22 23 25 23 Post - tax profit 6.7 9 9.1 10.9 8.6 Past performance ($ million) (1) Projections ($ million) (2) (1) Past performance values converted from INR to USD based on average exchange rate in the year (2) Projections prepared by 3 rd party valuation firm based on their estimate/adjustments of management projections; projected values converted at Rs. 76/$ (exchange rate on the date of the valuation report Summary (Excludes: properties not yet released)PA0