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

Home , DEN Networks, Global Cable, Videocon Group, Zee Learn

Dish TV India Limited Investor Presentation Disclaimer

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.

2 Indian M&E Industry Snapshot

TV industry size (INR Bn.) Broadcasting industry Distribution industry

2021P 771 394 Multiple broadcasters INR 771 Bn. Analog 2021 TV subscription producing content in revenues 15 languages Cable Digital 2017P 426 225 CAGR of ~ 16% across 38% Cable (2017-2021P) 7 genres 29% INR 426 Bn. beaming 2017 DTH 2012 245 125 TV subscription ~880 channels revenues 33%

Subscription revenues Advertising revenues

Indian television market statistics (HHs Mn.) 2016 2020 306 284 239 Total households 284 Mn. 306 Mn. 202 181 173 141 152 113 Total TV households 181 Mn. 202 Mn. TV penetration (of total HHs) 64% 66%

C&S penetration (of TV HHS) 84% 85% 2010 2016P 2020P Total HHs TV HHs C&S HHs

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

4 Digital Addressable Systems - DAS

Phase III Phase I Phase IV 7,709 urban areas Delhi, Mumbai, Phase II Rest of India 31-Dec-2015 Calcutta & Chennai 38 notified cities 31-Dec-2016 31-Jan-2017 30-June-2012 31-Mar-2013 31-March-2017

Cable  Bulk of the potential DAS converts  Land grab seeding at throw away prices  Limited coverage by large MSO’s due to dispersed population  No addressability/KYC  Very high DTH recognition; DTH best suited considering terrain  Working backwards to fill critical gaps; packaging-billing- dunning  Key target markets with more than 60% incremental potential for DTH DTH  Seeding ground for High-Definition  Phase III - Close to 100% seeding achieved*

 Potential subscribers for upselling – high value packs  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 5  689 districts to be covered across the country Source: * Ministry of Information and Broadcasting Annual Report, 2017 Distribution Industry - Cable 3 Tiered Structure

MSOs Distributors LCOs (at least 1 in each (more than 1,500) (more than locality) 60,000)

Pre-DAS  Analog signal - limited carrying capacity, broadcasters jostling for PCS  Placement & Carriage fees - bulk of MSOs top-line Post-DAS  Massive under declaration; ignored, to maintain MSOs ‘reach’  Digital signal - fatter pipe, larger carrying capacity No incentive to raise ARPUs  Placement fees mindset  B2B Net billing  100% postpaid. Element of bad debts? Net Content Cost (per sub p.m.)  Impairment of Set-Top-Box (STB)?

MSOs DTH ~ Rs.14 ~ Rs.65 Net Content Cost (per sub p.m.)

MSOs DTH ~ Rs.14 ~ Rs.65

Game Changer? 6 Tariff Order.. Distribution Industry - DTH DTH Players in India

Dish TV*: 2003 Industry pioneer. Started operations in 2003. Part of 100% digital TATA Sky: the Essel Group Launched in 2006. JV 2006 Owns last mile subscribers between the TATA Group and News Corp Sun Direct: Subscription driven top-line 2007 Launched in 2007. JV between Sun Network and Fully prepaid subscription; no bad debts Astro, Malaysia Reliance Digital: 2008 Tax compliant Part of Reliance Communication Ltd, a DTH contributes ~ 60% of broadcaster’s subsidiary of Reliance ADA Airtel Digital: domestic subscription revenues group 2008 Launched in 2008. Part of the telecom major Bharti Videocon d2h*: Airtel. Launched in 2009. Part of the white goods 2009 manufacturing Videocon group Dish TV Videocon Ltd: Videocon d2h merged with 2018 and into Dish TV, to form Dish TV Videocon Limited

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

First to launch Live TV for First DTH moving vehicles in India 2003

2007 First to achieve operational break-even in the Indian DTH 2009 industry

First to negotiate content on a fixed First to fee basis 2010 launch High Definition

First to initiate consolidation in the First to launch sector. Amalgamation of First to be PAT positive First to launch a sub- online TV for DTH brand targeting regional First to offer Vd2h into Dish TV in in the Indian DTH viewers – ‘Dish 2012 process industry language markets– ‘Zing’ Online unlimited recording

2012 2013 2016 2015 2014 First to be FCF positive in the Indian DTH industry 9 Business Model P&L structure – 3QFY18

3% 2% Dish TV India Limited Subscription revenues 100% Prepaid.100% EPRS. 1% 0% Bandwidth income

Consolidated Advertising income Upfront subsidy on Consumer Premises revenues Equipment (CPE) Lease rent

Other income 94%

Average ARPU of Rs.144 Programming and other costs

17% Other operating expenses (excluding Churn at 0.8% p.m. Prog. & Other cost) Consolidated 33% 5% expenses Employee benefit expenses

Implied average subscriber life of 10 years 17% Other expenses (including S&D exp.)

EBITDA margin – 27.1% 10

Notes: # EPRS– Electronic Payment Recharge System. *ARPU & Churn numbers are for 3QFY18. Key Metrics - Annual

Market share # ARPU (Rs.) 300 4% 20% 11% 250 17% 200 172 22% 154 162 163 157 151 150 138 25% 150 100 50 Dish TV Tata Sky Sun Direct Big TV Airtel Digital Videocon D2h 0 FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10

Net subscriber base (Mn.) Hardware subsidy (Rs.) 20 2400 15.5 14.5 2000 15 12.9 1600 1,400 11.4 10.7 9.6 1,235 10 8.5 1200 1,100

5.7 800 5 400

0 0 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15 11

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

Subscription revenues (Rs. Mn.) EBITDA (Rs. Mn.) 35,000 14000 12000 30,000 27,696 26,617 10,249 24,499 10000 9,728 25,000 22,681 7,331 19,228 8000 6,240 20,000 16,639 5,794 6000 4,960 15,000 11,927 4000 2,380 10,000 8,353 2000 1,117 5,000 0 - -2000 FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10

Programming and other costs as % of revenues Net profit/(loss) (Rs. Mn.) 60% 8500 6,924 * 50% 6500 40% 4500 40% 35% 31% 31% 30% 29.6% 30% 30% 2500 1,093 * 30% 500 31 20% -1500 (660) (1,576) (1,331) 10% (1,920) -3500 (2,622) 0% -5500 FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10

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 Key Metrics - Quarter

Net subscriber additions (Mn.) ARPU (Rs.) Subscription revenues (Rs. Mn.) 0.6 180 10000 170 8000 160 0.4 150 6000 6,921 6,928 7,049 140 144 149 151 4000 0.2 0.250 130 0.204 2000 0.188 120 0 110 0 3QFY18 2QFY18 3QFY17 3QFY18 2QFY18 3QFY17 3QFY18 2QFY18 3QFY17

EBITDA (Rs. Mn.) & EBITDA margin Net profit (Rs. Mn.) 3000 45.0% 43.0%44.0% 42.0% 4,500 2500 40.0%41.0% 38.0%39.0% 2000 37.0% 35.0%36.0% # 3,000 31.8% 34.0% 1500 28.9% 32.0%33.0% 30.0%31.0% 1,500 1000 27.1% 2,376 29.0% 2,161 27.0%28.0% 2,005 26.0% 84 500 24.0%25.0% 0 22.0%23.0% (36) (179) 0 20.0%21.0% -1,500 3QFY18 2QFY18 3QFY17 3QFY18 2QFY18 3QFY17

13 Notes: *3QFY17 figures have been restated to comply with Ind-AS Strategy and Outlook

14 Strengthening the Core

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

 Tailor made packages, for easy transition, for first time digital (pay) subscribers

 Ala-carte offering across channels; first in the industry Rs. 169 plus taxes  Separate communication of indirect taxes to the subscriber; first in the industry

*GST Extra DAS Phase III & IV

Any of the ‘Hindi’ entertainment Across phase III & IV add-on packs @ Rs.54 (plus taxes) each p.m markets ‘Bharat Pack’ Movie Mix/Entertainment Mix/others

Packs starting @ Rs. 85 (plus OR taxes)

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

16 Strong Regional Focus

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

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

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

 Uncompromised margins 17 High Definition

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

Family HD English Club HD

Infotainment, Lifestyle All Sports HD & Kids

Maxi Sports HD Sports HD South

Enjoy Stadium like experience with 5X better picture clarity and surround sound All Sports HD South

HD ADD-ONS Game on HD @ ₹ 140 (plus taxes)  Panel TV sales volumes to grow by ~9-11% Game on HD Regional @ ₹ 148 (plus Box Cost ARPU driver CAGR in between 2016-2021 taxes) Rationalization  Increasing demand for OLED TV sets to drive (Sports and Hindi entertainment) growth of HD viewership Full on HD @ ₹ 186 (plus taxes)  Dish TV had ~25% HD incremental market Key share in FY17 Full On HD Regional @ ₹ 195 (plus differentiator vis- taxes) à-vis cable 67+ (Complete dose of entertainment) HD Channels 18 Being Up to Speed with Technology

Worth Considering..

DTH Streaming Content

900

700

500 792*

300

280 100

Cost of watching SD Live TV p.m. (Rs.)

..Hybrid Set Top Boxes

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. Financials

20 Summarized Consolidated P&L - Quarter

3QFY 2018 vs. 3QFY 2017 Quarter Quarter ended ended Operating revenues break-up Variance(3QFY18 (Rs. Mn.) Rs. Mn. Dec. 2017 Dec. 2016 vs.3QFY17) in % Subscription 145 revenues Operating revenues 7,408 7,480 1.0 224 106 5 Lease rentals Expenditure 5,402 5,103 5.9 EBITDA 2,005 2,376 15.9 Bandwidth charges EBITDA margin (%) 27.1 31.8 6,928 Advertisement Other income 158 153 3.6 income

Depreciation 1,847 1,718 7.5 3QFY - 2018 Teleport services, CPE & Finance cost 502 613 18.2 Other Profit / (Loss) before tax (185) 198 Tax expense: - Current Tax 232 242 - Income Tax – Prior years (30) - - Deferred Tax (264) (128) - Deferred Tax – Prior years 13 - Net Profit / (Loss) for the period (36) 84

Notes: 3QFY17 revenues and expenditure are restated to comply with Ind-AS Summarized Consolidated P&L - Annual

FY 2017 vs. FY 2016 Year Year Operating revenues break-up ended ended Variance(FY17 vs. (Rs. Mn.) Rs. Mn. Mar. – 2017 Mar. – 2016 FY16) in % 525 Subscription revenues 30,144 28,941 4.2 1,058 722 Operating revenues 142 Lease rentals 9.2 Expenditure 20,415 18,692 (5.1) Bandwidth EBITDA 9,728 10,249 charges 27,696 EBITDA margin (%) 32.3 35.4 Advertisement (25.8) income Other income 475 640 12.3 Teleport Depreciation 6,631 5,907 FY - 2017 services, CPE & Other Financial expenses 2,239 2,087 7.3 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

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

23 Launched in 1976, Essel Group is one of India’s largest business houses, with a dominant presence in Media  One of India's largest vertically integrated media and entertainment group, and also one of the leading producers, content aggregators and distributors of Indian programming globally

 One of the largest producers and aggregators of Hindi programming in the world

Founded by Dr. Subhash Chandra Group Market Cap ( Listed entities under Essel Group ): Rs 739.68 bn(1)

Essel Group

Media Other Businesses

Content Distribution  Packaging (Essel Propack) – Market Cap: Rs 43.38 bn(1)  Shirpur Gold Refinery Ltd. – Market Cap: Rs 4.40 bn(1)  Zee Learn Ltd. – Market Cap: Rs 13.49 bn(1)  Theme Parks: Essel World and Water Zee Entertainment Zee Media Corp. Ltd. Dish TV SITI Network Daily News & Analysis Kingdom Launched in 1992 Launched in 1992 Launched in 2005 Launched in 2006 Launched in 2005  Playwin: India’s first and largest online gaming company One of India’s largest media and Strong presence in national and Asia’s largest DTH service One of India’s largest MSO, English broadsheet daily with  Cornership: Animation studio general TV entertainment regional news genre provider presence across 54 cities presence across Mumbai,  Cyquator Technologies: IT network Bangalore, Pune, Ahmedabad, Infrastructure outsourcing Jaipur & Indore  Infrastructure (1) Market Cap: Rs 20.55 bn(1) (1) Market Cap: Rs 16.57 bn(1) Market Cap: Rs 563.21 bn Market Cap: Rs 78.08 bn  Healthy Lifestyle & Wellness

Source: Company websites, BSE, MPA Report 2017 Note: (1) Market capitalization as on 26th Feb, 2018 24 Videocon D2H to Merge with Dish TV Creating A Leading Cable & Satellite Distribution Platform

25 Transaction Summary

• 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”)

Transaction Structure ‒ 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”)

• Dish TV Videocon will issue 857.79Mn.(1) fresh shares as consideration under the Proposed Transaction Pro-forma ‒ 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) Shareholding • Post closing, Dish TV shareholders to own 55.4% of the MergeCo and Vd2h shareholders to own 44.6% of the MergeCo(1)

• MergeCo shall continue to be listed on the NSE and BSE in India

Listing • 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

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 Transaction Summary (Cont’d)

• Current Promoters of Dish TV to continue as Promoters of the MergeCo Promoters & • Mr. Jawahar Lal Goel will be the Chairman and MD of the MergeCo Governance • 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

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

• Appointed date of scheme: 1st October, 2017

27 Transaction Overview

Dish TV Public Videocon d2h ADR Promoters Shareholders Principals(1) Holders(1) Dish TV Videocon d2h Shareholders Shareholders

55.4% 44.6%

64.4% 35.6% 62.8% (1) 36.2%

Dish TV Videocon Ltd.

Indicative Shareholding Pattern (1)

Dish TV India Ltd. Videocon d2h Ltd. Essel Group Vd2h 36% Principals Promoters of 28% Dish TV Videocon

Foreign & Indian Institutional and Retail Investors 36% 28 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

Net Subscribers Dish TV Videocon 1 14.5 11.9 (Mn.) Pro-forma As-Is As on Mar 31, 2016 55% 45% 26.4

As on Mar 31, 2017 55% 45% 28.4 15.5 12.9

2 Revenue 30,599 28,559 (Rs Mn.) FY 16 52% 48% 59,158 Mn.

FY 17 50% 50% 60,861 Mn. 30,144 30,717

3 EBITDA(2) 10,249 8,013 (Rs Mn.) FY 16 56% 44% 18,262 Mn.

FY 17 49% 51% 19,909 9,728 10,181 Mn.

Dish TV Videocon d2h 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 29 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 Creation of a Leading Listed Media Company in India

Total Revenue (Rs Bn.) Year ending 31 March 2017(2)

75 64.3 60.8

50 34.9 34.3 30.7 30.1 28.0 26.9 23.2 22.6 21.8 25 13.7

0 Zee Dish TV Videocon Network 18 Airtel Videocon d2h Dish TV Sun TV TV18 Jagran D.B.Corp PVR Hathway Entertainment Pro-forma Media & Digital TV Network Broadcast Prakashan Cable & Enterprises As-Is (1) Investments Datacom

EBITDA (Rs Bn.) Year ending 31 March 2017(2,3)

19.9 19.3 20 17.7 12.2 12 10.2 9.7 6.4 6.4 3.8 2.2 4 0.6

(4) (2.7) Dish TV Zee Sun TV Airtel Videocon d2h Dish TV Jagran D.B.Corp PVR Hathway TV18 Network18 Videocon Entertainment Network Digital TV Prakashan Cable & Broadcast Media & Pro-forma Enterprises Datacom Investments As-Is (1)

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

Net Subscribers/Customer Relationships(1)

40 37.8

30 27.6 25.9 25 24.2 22.4 21.8

15 13.6

US India US US US UK US 31 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

Total TV Households in India : 181 Mn.

Terrestrial & DD Others Direct 25% 17%

Dish TV Videocon Reliance Digital TV Pro-Forma 3% 16%

Den Networks 5%

Sun Direct Airtel Digital TV 6% 7% Siti Cable Hathway Cable TataSky 7% 7% 7%

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

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

2 Bringing together two well known brands in cable & satellite distribution

3 Bouquet of offerings across the spectrum of subscribers

4 Potential value creation from synergies generated through the combination

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

5 Healthy financials 33 Dish TV Videocon: Bringing Together two Strong Brands in Indian Cable & Satellite Distribution; A Win-Win for all Stakeholders

• Pioneers of DTH in India • Lineage of the Videocon Group, synonymous with high quality electronics brands and electronics hardware • Dish TV a widely respected brand in India which is manufacturing in India synonymous with D2H in the country • Large shelf space occupied by Videocon group brands

• Deep distribution reach in both urban and rural areas with • Over 2,800 distributors and direct dealers over 2,108 distributors across ~9,291 towns • Reach of over 250,000 retailers/dealers • Over 290,180 dealers across the country • Nearly 320 direct service centers • Over 1,090 service franchisees

• 2.6 Mn. Installations in FY17 • 2.2 Mn. Installations in FY17

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

34 Dish TV Videocon: Bouquet of Offerings Across The Full Chain of Consumer Spectrum High ARPU Subscribers

Brand CPE Products

Value Conscious Subscribers 35 Dish TV Videocon: Combination Unlocks Significant Value for Shareholders

Network Capex

Customer Servicing & Support

Leveraging Best Operating Practices

Combined Purchasing Infrastructural Consolidation

Distribution Merger Synergy Estimates:

Product Rs. 5.1 Bn. in FY19 Development

36 Thank you