Dish TV India Limited Investor Presentation Disclaimer Some of the - - PowerPoint PPT Presentation

Dish TV India Limited

Investor Presentation

Some of the statements made in this presentation are forward-looking statements and are based on the current beliefs, assumptions, expectations, estimates, objectives and projections of the directors and management of Dish TV India Limited about its business and the industry and markets in which it operates. These forward-looking statements include, without limitation, statements relating to revenues and earnings. The words “believe”, “anticipate”, “expect”, “estimate", "intend”, “project” and similar expressions are also intended to identify forward looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of the Company and are difficult to predict. Consequently, actual results could differ materially from those expressed or forecast in the forward-looking statements as a result of, among other factors, changes in economic and market conditions, changes in the regulatory environment and other business and operational risks. Dish TV India Limited does not undertake to update these forward-looking statements to reflect events or circumstances that may arise after publication.

Disclaimer

2

INR 771 Bn.

TV subscription revenues

INR 426 Bn.

TV subscription revenues

66%

TV penetration (of total HHs)

64%

C&S penetration (of TV HHS)

Indian M&E Industry Snapshot

2017 2021

239 284 306 141 181 202 113 152 173 2010 2016P 2020P Total HHs TV HHs C&S HHs Indian television market statistics (HHs Mn.)

Source: TV industry size : FICCI-KPMG 2017, Indian television market statistics & broadcasting and distribution industry : MPA Report 2016

2016 2020

Total households

84% 85%

CAGR of ~ 16% (2017-2021P)

306 Mn. 284 Mn.

Total TV households

202 Mn. 181 Mn.

Distribution industry

DTH 33%

Analog Cable 38%

Digital Cable 29%

Broadcasting industry

Mu Multiple br broad

• adcasters

producing content in 15 langu guages across 7 genres beaming ~8 ~880 chan hannels

3

245 426 771 125 225 394 2012 2017P 2021P TV industry size (INR Bn.) Subscription revenues Advertising revenues

Distribution Industry

4

Digital Addressable Systems - DAS

Phas hase I Delhi, Mumbai, Calcutta & Chennai 30-June-2012 Phas hase II II 38 notified cities 31-Mar-2013

Cable

• Land grab seeding at throw away prices
• No addressability/KYC
• Working backwards to fill critical gaps; packaging-billing-

dunning

DTH

• Seeding ground for High-Definition
• Potential subscribers for upselling – high value packs
• Bulk of the potential DAS converts
• Limited coverage by large MSO’s due to dispersed population
• Very high DTH recognition; DTH best suited considering terrain
• Key target markets with more than 60% incremental potential for DTH
• Phase III - Close to 100% seeding achieved*
• Phase IV - HH’s to be covered ~ 40 Mn.
• Total number of HH’s in Phase IV~ 70 Mn.
• ~40% seeding has been achieved in Phase 4 markets
• 689 districts to be covered across the country

5

Phas hase IV IV Rest of India 31-Dec-2016 31-March-2017 Phas hase III III 7,709 urban areas 31-Dec-2015 31-Jan-2017

Source: * Ministry of Information and Broadcasting Annual Report, 2017

Distribution Industry - Cable

3 3 Tie iered St Structure MSOs

(more than 1,500)

Distributors

(at least 1 in each locality)

LCOs

(more than 60,000) Pre-DAS Post-DAS

6

• Analog signal - limited carrying capacity, broadcasters jostling

for PCS

• Placement & Carriage fees - bulk of MSOs top-line
• Massive under declaration; ignored, to maintain MSOs ‘reach’

No incentive to raise ARPUs

• Digital signal - fatter pipe, larger carrying capacity
• Placement fees mindset
• B2B Net billing
• 100% postpaid. Element of bad debts?
• Impairment of Set-Top-Box (STB)?

Game Changer? Tariff Order..

Net t Co Cont nten ent t Co Cost st (per per sub ub p. p.m. m.) MSOs DTH ~ Rs. s.14 14 ~ Rs. s.65 65 Net t Co Cont nten ent t Co Cost st (per per sub ub p. p.m. m.) MSOs DTH ~ Rs. s.14 14 ~ Rs. s.65 65

Dish TV*: Industry pioneer. Started

• perations in 2003. Part of

the Essel Group TATA Sky: Launched in 2006. JV between the TATA Group and News Corp Sun Direct: Launched in 2007. JV between Sun Network and Astro, Malaysia Relia liance Digit ital: l: Part of Reliance Communication Ltd, a subsidiary of Reliance ADA group Air irtel l Digit ital: l: Launched in 2008. Part of the telecom major Bharti Airtel. Videocon d2 d2h* h*: Launched in 2009. Part of the white goods manufacturing Videocon group

Distribution Industry - DTH

2003 2006 2007 2008 2009 100% digital Owns last mile subscribers Subscription driven top-line Fully prepaid subscription; no bad debts DTH contributes ~ 60% of broadcaster’s domestic subscription revenues Tax compliant 2008

7

DTH Players in India

Notes: * As per the Scheme of Arrangement, Videocon d2h shall be merged into Dish TV, to form a combined entity to be renamed as Dish TV Videocon Limited

8

Many Firsts to its Credit

9

2007

2009 2009 2010 2010

2012 2012 2012 2012

2013 2013

2014 2014

2015 2015

2003

2016 2016

First DTH in India First to negotiate content on a fixed fee basis First to launch Live TV for moving vehicles First to achieve operational break-even in the Indian DTH industry First to launch High Definition First to offer unlimited recording First to be FCF positive in the Indian DTH industry First to launch

• nline TV for DTH

viewers – ‘Dish Online First to launch a sub- brand targeting regional language markets– ‘Zing’ First to be PAT positive in the Indian DTH industry First to initiate consolidation in the

• sector. Amalgamation of

Vd2h into Dish TV in process

94% 3% 2% 0% 1% Subscription revenues Bandwidth income Advertising income Lease rent Other income

Consolidated revenues

34% 18% 5% 14% Programming and other costs Other operating expenses (excluding

• Prog. & Other cost)

Employee benefit expenses Other expenses (including S&D exp.)

Consolidated expenses

Di Dish TV TV Indi ndia Li Limi mited

Business Model

10

P&L structure – 2QFY18 EBI EBITDA mar argin – 28 28.9% .9%

Notes: # EPRS– Electronic Payment Recharge System. *ARPU & Churn numbers are for 2QFY18.

100% Prepaid.100% EPRS. Upfront subsidy on Consumer Premises Equipment (CPE) Average ARPU of Rs.149 Churn at 0.8% p.m. Implied average subscriber life of 10 years

Key Metrics - Annual

Notes: # Market share based on gross subscribers as on 31st Sept, 2017 as per market estimates. (R1): Restated post netting off collection charges. (R2): Restated post netting off Entertainment Tax

154 162 172 163 157 151 150 138 50 100 150 200 250 300 FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10 ARPU (Rs.) 26% 26% 21% 11% 5% 20% 17% Dish TV Tata Sky Sun Direct Big TV Airtel Digital Videocon D2h Market share # 1,235 1,100 1,400 400 800 1200 1600 2000 2400 FY17 FY16 FY15 Hardware subsidy (Rs.) 15.5 14.5 12.9 11.4 10.7 9.6 8.5 5.7 5 10 15 20 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 Net subscriber base (Mn.)

11

Key Metrics - Annual

Notes: (R1) Restated, post netting off collection charges. (R2) Restated post netting off Entertainment Tax. * Including deferred tax assets of Rs. 740 and Rs. 4,360 mn. for FY17 and FY16 respectively

9,728 10,249 7,331 6,240 5,794 4,960 2,380 1,117

• 2000

2000 4000 6000 8000 10000 12000 14000 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 EBITDA (Rs. Mn.) 30% 29.6% 30% 31% 30% 31% 35% 40% 0% 10% 20% 30% 40% 50% 60%

FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10

27,696 26,617 24,499 22,681 19,228 16,639 11,927 8,353

• 5,000

10,000 15,000 20,000 25,000 30,000 35,000

FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10

Subscription revenues (Rs. Mn.) Programming and other costs as % of revenues 1,093 6,924 31 (1,576) (660) (1,331) (1,920) (2,622)

• 5500
• 3500
• 1500

500 2500 4500 6500 8500 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 Net profit/(loss) (Rs. Mn.)

12

* *

Key Metrics - Quarter

0.188 0.186 0.259 0.2 0.4 0.6 2QFY18 1QFY18 2QFY17 Net subscriber additions (Mn.) 149 148 162 110 120 130 140 150 160 170 180 2QFY18 1QFY18 2QFY17 ARPU (Rs.) 7,049 6,917 7,288 2000 4000 6000 8000 10000 2QFY18 1QFY18 2QFY17 Subscription revenues (Rs. Mn.) 2,161 2,012 2,657 28.9% 27.2% 34.1% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% 29.0% 30.0% 31.0% 32.0% 33.0% 34.0% 35.0% 36.0% 37.0% 38.0% 39.0% 40.0% 41.0% 42.0% 43.0% 44.0% 45.0% 500 1000 1500 2000 2500 3000 2QFY18 1QFY18 2QFY17 EBITDA (Rs. Mn.) & EBITDA margin

13

Notes: *2QFY17 figures have been restated to comply with Ind-AS

#

(179) (139) 690

• 1,500

1,500 3,000 4,500 2QFY18 1QFY18 2QFY17 Net profit (Rs. Mn.)

Strategy and Outlook

14

Strengthening the Core

15

• Tailor made packages, for easy transition, for first time digital (pay) subscribers
• Ala-carte offering across channels; first in the industry
• Separate communication of indirect taxes to the subscriber; first in the industry

*GST Extra

SD @ Rs. 8.50 (plus taxes) HD @ Rs. 17.00 (plus taxes)

• Rs. 169 plus taxes

DAS Phase III & IV

16

Across phase III & IV markets ‘Bharat Pack’

Mandatory subscription to any one of Regional / Hindi entertainment packs Any of the ‘Regional’ add-on packs @ Rs.34 (plus taxes) each p.m. OR OR Movie Mix/Entertainment Mix/others Marathi/Bengali/Oriya/others Any of the ‘Hindi’ entertainment add-on packs @ Rs.54 (plus taxes) each p.m

Packs starting @

• Rs. 85 (plus

taxes)

Strong Regional Focus

17

• Customized regional content in digital quality
• Value for money offering; digital quality picture at the price of cable
• Uncompromised margins

Zing West Bengal/Odisha/Tripura Packs starting from Rs.85 (plus taxes) going up to Rs.384 (plus taxes) Zing Kerala Packs; starting from Rs.85 (plus taxes) going up to Rs. 325 (plus taxes)

Mandatory subscription to one regional ala-carte at Rs. 43 (plus taxes) with base pack Mandatory subscription to one regional ala-carte at Rs. 35 (plus taxes) with the base pack

High Definition

18

Family HD English Club HD All Sports HD Infotainment, Lifestyle & Kids Maxi Sports HD Sports HD South All Sports HD South

HI-DEFINITION SACHETS STARTING AT ₹ 84 (plus taxes) EACH PER MONTH

Enjoy Stadium like experience with 5X better picture clarity and surround sound

• Panel TV sales volumes to grow by ~9-11%

CAGR in between 2016-2021

• Increasing demand for OLED TV sets to drive

growth of HD viewership

• Dish TV had ~25% HD incremental market

share in FY17 HD Channels

66+

ARPU driver Key differentiator vis- à-vis cable Box Cost Rationalization

HD D ADD ADD-ONS Game on HD @ ₹ 140 (plus taxes) Game on HD Regional @ ₹ 148 (plus taxes)

(Sports and Hindi entertainment)

Full on HD @ ₹ 186 (plus taxes) Full On HD Regional @ ₹ 195 (plus taxes)

(Complete dose of entertainment)

Being Up to Speed with Technology

Wor

• rth

th Co Consid idering..

280 792

100 300 500 700 900 DTH Streaming Content

*

Notes: *Taking data consumption for watching ~100 hours of TV in a month at 71.79 GB. Minimum average current data cost per GB at Rs.11.

.. ..Hybrid Se Set t Top Bo Boxes

Cos

• st

t of f watchin ing SD D Liv Live TV p. p.m. (Rs Rs.) .)

19

Financials

20

Quarter ended Quarter ended

• Rs. Mn.
• Sept. 2017
• Sept. 2016

Operating revenues 7,486 7,793 Expenditure 5,325 5,136 EBITDA 2,161 2,657 EBITDA margin (%) 28.9 34.1 Other income 77 174 Depreciation 1,899 1,683 Finance cost 611 574 Profit / (Loss) before tax (272) 573 Tax expense:

• Current Tax
• Deferred Tax
• Excess Provision in earlier years

289 (383)

• 183

(299)

• Net Profit / (Loss) for the period

(179) 690

2QFY 2018 vs. 2QFY 2017

Operating revenues break-up (Rs. Mn.)

2QFY - 2018

Summarized Consolidated P&L - Quarter

21

(3.9) 3.7 (18.7) (55.7) 12.8 6.4

Variance(2QFY18 vs.2QFY17) in %

7,049 8 214 120 94 Subscription revenues Lease rentals Bandwidth charges Advertisement income Teleport services, CPE & Other

Notes: 2QFY17 revenues and expenditure are restated to comply with Ind-AS

Year ended Year ended

• Rs. Mn.
• Mar. – 2017 Mar. – 2016

Operating revenues 30,144 28,941 Expenditure 20,415 18,692 EBITDA 9,728 10,249 EBITDA margin (%) 32.3 35.4 Other income 475 640 Depreciation 6,631 5,907 Financial expenses 2,239 2,087 Profit / (Loss) before tax 1,334 2,895 Tax Expense:

• Current Tax

1035 331

• Deferred Tax

(740) (4,360)

• Excess Provision in earlier years

(53)

• Net Profit / (Loss) for the period

1,093 6,924

FY 2017 vs. FY 2016

Operating revenues break-up (Rs. Mn.)

FY - 2017

22

4.2 9.2 (5.1) (25.8) 12.3 7.3

Variance(FY17 vs. FY16) in %

27,696 142 1,058 525 722 Subscription revenues Lease rentals Bandwidth charges Advertisement income Teleport services, CPE & Other

Notes: FY16 revenues and expenditure are restated post netting off entertainment tax

Summarized Consolidated P&L - Annual

• Rs. Mn.
• Sept. 2017 (Unaudited)

Equity and liabilities Equity (a) Equity share capital 1,066 (b) Other equity 2,728 (c) Non-controlling interest (132) 3,662 Liabilities (1) Non-current liabilities (a) Financial liabilities (i) Borrowings 8,365 (ii) Other financial liabilities 381 (b) Provisions 253 (c) Other non-current liabilities 141 9,140

Consolidated Balance Sheet

23

• Rs. Mn.
• Sept. 2017 (Unaudited)

Equity and liabilities (2) Current liabilities (a) Financial liabilities (i) Borrowings 749 (ii) Trade payables 3,603 (iii) Other financial liabilities 8,841 (b) Other current liabilities 3,684 (c) Provisions 14,535 31,413 Total 44,215

Consolidated Balance Sheet (continued)

24

• Rs. Mn.
• Sept. 2017 (Unaudited)

ASSETS (1) Non-current assets (a) Property, plant & equipment 20,293 (b) Capital work in progress 5,119 (c) Intangible assets 4,18 (d) Financial assets (i) Investments 1,500 (ii) Loans 102 (iii) Other financial assets 149 (e) Deferred tax assets (net) 5,629 (f) Current tax assets (net) 438 (g) Other non-current assets 896 34,544

Consolidated Balance Sheet (continued)

25

• Rs. Mn.
• Sept. 2017 (Unaudited)

ASSETS (2) Current assets (a) Inventories 116 (b) Financial assets (i) Trade receivables 4,938 (ii) Cash and cash equivalent 675 (iii) Bank balances other than (iii) above 1,250 (iv) Loans 127 (v) Other financial assets 308 (c) Other current assets 2,256 9,671 Total 44,215

Consolidated Balance Sheet (continued)

26

Annexure

27

 One of India's 's lar argest ver ertica cally y integrated media and and en entertainment gr group, and and al also one of the lea eading producers, co content ag aggre gregators and and distributors of Indian programming gl globally  One of the lar argest produce cers and and ag aggregators of Hin Hindi programming in the wo world Other Businesses Essel Group Me Media

Launched in 1992 One of India’s largest media and general TV entertainment network Launched in 1992 Strong presence in national and regional news genre

Founded by Dr. Subhash Chandra Group Market Cap ( Listed entities under Essel Group ): Rs 747.25 bn(1)

Source: Company websites, BSE, MPA Report 2017 Note: (1) Market capitalization as on 19th Dec, 2017

Market Cap: Rs 556.00 bn(1) Market Cap: Rs 20.10 bn(1) Launched in 2005 Asia’s largest DTH service provider Launched in 2006 One of India’s largest MSO, presence across 54 cities Daily News & Analysis Market Cap: Rs 84.74 bn(1) Market Cap: Rs 22.67 bn(1) Launched in 2005 English broadsheet daily with presence across Mumbai, Bangalore, Pune, Ahmedabad, Jaipur & Indore

Content Distribution

Zee Entertainment Zee Media Corp. Ltd. Dish TV SITI Network

 Packaging (Essel Propack) – Market Cap: Rs 44.67 bn(1)  Shirpur Gold Refinery Ltd. – Market Cap: Rs 4.91 bn(1)  Zee Learn Ltd. – Market Cap: Rs 14.16 bn(1)  Theme Parks: Essel World and Water Kingdom  Playwin: India’s first and largest

• nline gaming company

 Cornership: Animation studio  Cyquator Technologies: IT Infrastructure outsourcing  Infrastructure  Healthy Lifestyle & Wellness

28

Launched in 197 1976, Essel Group is one of India’s largest business houses, with a dominant presence in Media

Videocon D2H to Merge with Dish TV Creating A Leading Cable & Satellite Distribution Platform

29

Transaction Summary

30

• Board of directors of Dish TV India Limited (“Dish TV”) and Videocon d2h Limited (“Vd2h”) have approved a Scheme of Arrangement (“Scheme”) for

amalgamation of Vd2h into Dish TV in consideration for new stock issuance by Dish TV to the shareholders of Vd2h (the “Proposed Transaction”) ‒ Vd2h, an India incorporated entity with ADS listed on NASDAQ, will merge into Dish TV, an Indian company listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”)

• Combined entity to be renamed Dish TV Videocon Limited (“MergeCo”)
• MergeCo shall continue to be listed on the NSE and BSE in India
• As part of the Proposed Transaction, MergeCo shall institute a new GDR listing on the London Stock Exchange
• In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly
• Dish TV Videocon will issue 857.79Mn.(1) fresh shares as consideration under the Proposed Transaction

‒ Shareholders of Vd2h to get 2.02(1) shares in Dish TV Videocon for every 1 share in Vd2h (subject to certain adjustments set out in the scheme)

• Post closing, Dish TV shareholders to own 55.4% of the MergeCo and Vd2h shareholders to own 44.6% of the MergeCo(1)

Transaction Structure Pro-forma Shareholding Listing

Notes: 1. Shareholding post closing on a fully diluted basis (Subject to certain adjustments set out in the scheme); Exchange ratio and total shares issued rounded off to 2 decimal places

• Approvals already received:

‒ Securities Exchange Board of India, Designated stock exchanges ‒ Shareholders and Creditor approval at NCLT convened meetings ‒ The Competition Commission of India ‒ The Honorable National Company Law Tribunal (NCLT), Mumbai ‒ Ministry of Information & Broadcasting

• Appointed date of scheme: 1st October, 2017

Approvals and Key Dates

• Current Promoters of Dish TV to continue as Promoters of the MergeCo
• Mr. Jawahar Lal Goel will be the Chairman and MD of the MergeCo
• The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be Vice Chairman and the other a

Deputy Managing Director Promoters & Governance

Transaction Summary (Cont’d)

31

Transaction Overview

32

Vd2h Principals 28% Foreign & Indian Institutional and Retail Investors 36% Essel Group 36%

Dish TV Promoters Public Shareholders Dish TV India Ltd. 64.4% 35.6% Videocon d2h Principals(1) ADR Holders(1) Videocon d2h Ltd. 62.8% (1) 36.2% Dish TV Shareholders Videocon d2h Shareholders Dish TV Videocon Ltd.

44.6% 55.4% Pr Promoters of

• f

Dis Dish TV V Vi Videoco con

Indicative Shareholding Pattern (1)

Notes: 1. The share exchange ratio is subject to certain adjustments contemplated in the scheme

Dish TV Videocon: Pro-forma Contribution Analysis: Key Operating and Financial Metrics

Pro-forma Contribution Analysis(1)

Combination of Dish TV and Videocon d2h 55% 55% 52% 50% 56% 49% 45% 45% 48% 50% 44% 51% As on Mar 31, 2016 As on Mar 31, 2017 FY 16 FY 17 FY 16 FY 17 Dish TV Videocon d2h Net Subscribers (Mn.)

1

Dish TV Videocon Pro-forma As-Is 26.4 28.4 14.5 11.9 15.5 12.9 Revenue (Rs Mn.)

2

EBITDA(2) (Rs Mn.)

3

59,158 Mn. 60,861 Mn. 18,262 Mn. 19,909 Mn. 30,599 30,144 10,249 28,559 30,717 8,013 9,728 10,181

Source: Company Information Notes: 1. Pro-forma as-is “ for financial metrics is simple arithmetic addition of FY2016 & FY2017 reported audited financials of DishTV and Vd2h. This information is for representational purposes only and does not account for any differences in the reported financials by the two companies on account of differences in accounting policies or GAAP

• 2. Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures

33

Creation of a Leading Listed Media Company in India

Total Revenue (Rs Bn.)

Year ending 31 March 2017(2) 64.3 60.8 34.9 34.3 30.7 30.1 28.0 26.9 23.2 22.6 21.8 13.7 25 50 75 Zee Entertainment Enterprises Dish TV Videocon Pro-forma As-Is Network 18 Media & Investments Airtel Digital TV Videocon d2h Dish TV Sun TV Network TV18 Broadcast Jagran Prakashan D.B.Corp PVR Hathway Cable & Datacom

EBITDA (Rs Bn.)

Year ending 31 March 2017(2,3) 19.9 19.3 17.7 12.2 10.2 9.7 6.4 6.4 3.8 2.2 0.6 (2.7) (4) 4 12 20 Dish TV Videocon Pro-forma As-Is Zee Entertainment Enterprises Sun TV Network Airtel Digital TV Videocon d2h Dish TV Jagran Prakashan D.B.Corp PVR Hathway Cable & Datacom TV18 Broadcast Network18 Media & Investments

(1)

34

Source: Annual Reports & Company Filings Notes: 1. “Pro-forma as-is “ for financial metrics is simple arithmetic addition of FY2017 reported audited financials of DishTV and Vd2h. This information is for representational purposes only and does not account for any differences in the reported financials by the two companies on account of differences in accounting policies or GAAP

• 2. Tata Sky information for FY17 is not available from public sources and has therefore been excluded
• 3. Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures

(1)

The Combination will Have Scale Similar to Leading Global Cable & Satellite Players, in Terms of Subscribers

Net Subscribers/Customer Relationships(1)

MM 37.8 27.6 25.9 24.2 22.4 21.8 13.6 5 10 15 20 25 30 35 40

+

US US Ind ndia US US US US US US UK UK US US

35

Notes: 1. Net Subscribers/customer relationships for Direct TV, Dish Network, Liberty Global, Comcast Corporation, Dish TV, Vd2h and Charter Communications are as of September 30, 2016 and Sky plc is as of March 31, 2016.

Creating Scale in the Highly Fragmented TV Distribution Landscape in India

Terrestrial & DD Direct 17% Dish TV Videocon Pro-Forma 16% 16% Airtel Digital TV 7% TataSky 7% Hathway Cable 7% Siti Cable 7% Sun Direct 6% Den Networks 5% Reliance Digital TV 3% Others 25%

Tot

• tal

l TV TV Ho Hous usehold lds in n Ind ndia ia : : 181 Mn Mn.

36

Notes: Company disclosures of latest available subscriber data for all players, except TataSky (taken from TRAI for Dec-2015); DD & DD Direct data from industry sources

A Compelling and Transformational Combination

Creating a leading cable & satellite distribution platform, with room for growth

1

Bringing together two well known brands in cable & satellite distribution

2

Bouquet of offerings across the spectrum of subscribers

3

Potential value creation from synergies generated through the combination

4

Potential to offer new services to the large subscriber universe viz. broadband services etc.

5

Healthy financials

5

37

Dish TV Videocon: Bringing Together two Strong Brands in Indian Cable & Satellite Distribution; A Win-Win for all Stakeholders

• Pioneers of DTH in India
• Dish TV a widely respected brand in India which is

synonymous with D2H in the country

• Lineage of the Videocon Group, synonymous with high

quality electronics brands and electronics hardware manufacturing in India

• Large shelf space occupied by Videocon group brands
• Deep distribution reach in both urban and rural areas with
• ver 2,108 distributors across ~9,291 towns
• Over 290,180 dealers across the country
• Over 1,090 service franchisees
• Over 2,800 distributors and direct dealers
• Reach of over 250,000 retailers/dealers
• Nearly 320 direct service centers
• 2.6 Mn. Installations in FY17
• 2.2 Mn. Installations in FY17

Better Growth Opportunities for Employees Delivering a Larger Subscriber Community to Content Providers Expanded Sales & Service Network

38

Dish TV Videocon: Bouquet of Offerings Across The Full Chain of Consumer Spectrum

Value Conscious Subscribers Brand Products CPE High ARPU Subscribers 39

Dish TV Videocon: Combination Unlocks Significant Value for Shareholders

Customer Servicing & Support Leveraging Best Operating Practices Infrastructural Consolidation Combined Purchasing Network Capex Distribution Product Development

Mer erger Synergy Es Esti timates: Rs Rs. . 1.8 1.8 Bn.

• n. in FY1

FY18 Rs.

• Rs. 5.1

5.1 Bn.

• Bn. in FY19

FY19

40

Thank you

41