Serial No.

______
Placement Document Dated May 8, 2013

DEN Networks Limited (the Company), a public company with limited liability, with Corporate Identity Number L92490DL2007PLC165673, incorporated in
the Republic of India under the Companies Act, 1956, as amended (Companies Act).
Placement of 12,466,321 equity shares of face value of ` 10 each (the Equity Shares) at a price of ` 217.50 per Equity Share, including a premium of `
207.50 per Equity Share, aggregating ` 2,711.42 million (the Placement).
All of the outstanding Equity Shares of our Company are listed on the National Stock Exchange of India Limited (the NSE) and the BSE Limited (the
BSE). The closing prices of the outstanding Equity Shares on the NSE and the BSE on May 6, 2013 were ` 227.00 and ` 226.75 per Equity Share,
respectively. Applications shall be made for the final listing and trading of the Equity Shares to the NSE and the BSE (collectively, the Stock Exchanges).
The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the
Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the business of our Company or the Equity Shares. In-
principle approvals under Clause 24(a) of the Listing Agreements for listing of Equity Shares offered pursuant to this Placement have been received on May 6,
2013 from the BSE and NSE.

OUR COMPANY HAS PREPARED THIS PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH
THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT.
A copy of this Placement Document has been delivered to the Stock Exchanges. This Placement Document has not been reviewed by the Securities and
Exchange Board of India (SEBI), the Reserve Bank of India (RBI), the Stock Exchanges or any other regulatory or listing authority and is intended only for
use by Qualified Institutional Buyers (QIBs), as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (SEBI ICDR Regulations). Copies of the Placement Document will be filed with the Stock Exchanges.

An investment in the Equity Shares involves significant risks. See Risk Factors.

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SEBI ICDR REGULATIONS

THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING DONE IN RELIANCE ON CHAPTER VIII OF THE
SEBI ICDR REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT
CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS
OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QIBs.
YOU ARE NOT AUTHORIZED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2)
REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS
PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY
RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.
Invitations, offers and sales of Equity Shares shall only be made pursuant to the Placement Document together with the Application Form and Confirmation of
Allocation Note. See Issue Procedure. The distribution of this Placement Document or the disclosure of its contents without the prior consent of our
Company to any person, other than QIBs, and persons retained by QIBs to advise them with respect to their purchase of Equity Shares is unauthorized and
prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and make no copies of this
Placement Document or any documents referred to in this Placement Document.
Investments in equity and equity related securities involve a degree of risk and prospective investors should not invest in the Placement unless they are prepared
to take the risk of losing their investment. Each prospective investor is advised to carefully read Risk Factors and consult its advisors about the consequences
of its investment in the Equity Shares.
The information on the website of our Company or any website directly or indirectly linked to the website of our Company does not form part of this Placement
Document and prospective investors should not rely on such information contained in, or available through, any such website.
This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, will not be circulated or distributed
to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), and they may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably
believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(2) under the U.S. Securities Act, and
(b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. For further information, see Selling Restrictions
and Transfer Restrictions.

GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS MANAGER

Deutsche Equities India Private IDFC Capital Limited Elara Capital (India) Private
Limited* Limited
* The SEBI registration of Deutsche Equities India Private Limited was valid up to February 23, 2013. An application for renewal of registration has been made by Deutsche Equities
India Private Limited on November 22, 2012, to SEBI. The approval from SEBI is currently awaited.
 TABLE OF CONTENTS

NOTICE TO INVESTORS ......................................................................................................................................... 1

PRESENTATION OF FINANCIAL INFORMATION AND OTHER CONVENTIONS .................................... 8
INDUSTRY AND MARKET DATA.......................................................................................................................... 9
FORWARD-LOOKING STATEMENTS ............................................................................................................... 10
ENFORCEMENT OF CIVIL LIABILITIES ......................................................................................................... 11
EXCHANGE RATES ................................................................................................................................................ 12
GLOSSARY OF TERMS.......................................................................................................................................... 13
SUMMARY OF BUSINESS ..................................................................................................................................... 17
SUMMARY OF THE ISSUE ................................................................................................................................... 21
SELECTED FINANCIAL INFORMATION .......................................................................................................... 22
RECENT DEVELOPMENTS .................................................................................................................................. 26
RISK FACTORS ....................................................................................................................................................... 27
MARKET PRICE INFORMATION ....................................................................................................................... 47
USE OF PROCEEDS ................................................................................................................................................ 50
CAPITALIZATION AND INDEBTEDNESS ......................................................................................................... 51
DIVIDENDS ............................................................................................................................................................... 52
MANAGEMENTS DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ................................................................................................................................. 53
INDUSTRY OVERVIEW ......................................................................................................................................... 69
BUSINESS .................................................................................................................................................................. 87
LEGAL PROCEEDINGS ....................................................................................................................................... 100
REGULATIONS AND POLICIES IN INDIA ...................................................................................................... 103
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ............................................................ 108
ORGANIZATIONAL STRUCTURE AND MAJOR SHAREHOLDERS ......................................................... 117
ISSUE PROCEDURE ............................................................................................................................................. 126
PLACEMENT AND LOCK-UP ............................................................................................................................. 134
SELLING RESTRICTIONS .................................................................................................................................. 136
TRANSFER RESTRICTIONS ............................................................................................................................... 140
THE SECURITIES MARKET OF INDIA............................................................................................................ 142
DESCRIPTION OF THE EQUITY SHARES ...................................................................................................... 146
TAXATION.............................................................................................................................................................. 154
INDEPENDENT ACCOUNTANT ......................................................................................................................... 172
FINANCIAL STATEMENTS ................................................................................................................................ 173
GENERAL INFORMATION ................................................................................................................................. 243
DECLARATION ..................................................................................................................................................... 244
 NOTICE TO INVESTORS

Our Company has furnished and accepts full responsibility for all of the information contained in this Placement
Document and confirms that to our best knowledge and belief, having made all reasonable enquiries, this
Placement Document contains all information with respect to us and the Equity Shares that is material in the
context of the Placement. The statements contained in this Placement Document relating to us and the Equity
Shares are, in every material respect, true and accurate and not misleading. The opinions and intentions
expressed in this Placement Document with regard to us and the Equity Shares are honestly held, have been
reached after considering all relevant circumstances, are based on information presently available to us and are
based on reasonable assumptions. There are no other facts in relation to us and the Equity Shares, the omission
of which would, in the context of the Placement, make any statement in this Placement Document misleading in
any material respect. Further, all reasonable enquiries have been made by us to ascertain such facts and to verify
the accuracy of all such information and statements. Deutsche Equities India Private Limited and IDFC Capital
Limited, the Global Coordinators and Book Running Lead Managers (Global Coordinators and Book
Running Lead Managers or GCBRLMs) and Elara Capital (India) Private Limited (Manager and
together with the GCBRLMs, Book Running Lead Managers or BRLMs) have not separately verified the
information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the
BRLMs nor any of their respective shareholders, employees, counsel, officers, directors, representatives, agents
or affiliates make any express or implied representation, warranty or undertaking, and no responsibility or
liability is accepted by the BRLMs as to the accuracy or completeness of the information contained in this
Placement Document or any other information supplied in connection with the Equity Shares. Each person
receiving this Placement Document acknowledges that such person has not relied on either the BRLMs or on
any of their shareholders, employees, counsel, officers, directors, representatives, agents or affiliates in
connection with its investigation of the accuracy of such information or its investment decision, and each such
person must rely on its own examination of our Company and the merits and risks involved in investing in the
Equity Shares issued pursuant to the Placement.

No person is authorized to give any information or to make any representation not contained in this Placement
Document and any information or representation not so contained must not be relied upon as having been
authorized by or on behalf of our Company or the BRLMs. The delivery of this Placement Document at any
time does not imply that the information contained in it is correct as on any time subsequent to its date.

The Equity Shares issued pursuant to the Placement have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state securities commission in the
U.S. or the securities commission of any non-U.S. jurisdiction or any other U.S. or non-U.S. regulatory
authority. No authority has passed on or endorsed the merits of the Placement or the accuracy or
adequacy of this Placement Document. Any representation to the contrary is a criminal offence in the
U.S. and may be a criminal offence in other jurisdictions.

The Equity Shares are transferable only in accordance with the restrictions described in Transfer Restrictions.
Purchasers of the Equity Shares will be deemed to make the representations set forth in Notice to Investors
Representations by Investors and Transfer Restrictions.

The distribution of this Placement Document or the disclosure of its contents without the prior consent of our
Company to any person, other than QIBs specified by the BRLMs or their representatives, and those retained by
such QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited.
Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing
restrictions and make no copies of this Placement Document or any offering material in connection with the
Equity Shares.

The distribution of this Placement Document and the offering of the Equity Shares may be restricted by law in
certain countries or jurisdictions. As such, this Placement Document does not constitute, and may not be used
for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized, or to any person to whom it is unlawful to make such offer or solicitation. In particular, no
action has been taken by our Company and the BRLMs which would permit an offering of the Equity Shares or
distribution of this Placement Document in any country or jurisdiction, other than India, where action for that
purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and
neither this Placement Document nor any offering material in connection with the Equity Shares may be
distributed or published in or from any country or jurisdiction except under circumstances that will result in
compliance with any applicable rules and regulations of any such country or jurisdiction.

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In making an investment decision, investors must rely on their own examination of our Company and the terms
of the Placement, including the merits and risks involved. Investors should not construe the contents of the
Preliminary Placement Document or this Placement Document as legal, tax, accounting or investment advice.
Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters
concerning the Placement. In addition, neither our Company nor the BRLMs are making any representation to
any offeree or purchaser of the Equity Shares regarding the legality or suitability of an investment in the Equity
Shares by such offeree or purchaser under applicable laws or regulations.

Each purchaser of the Equity Shares in the Placement is deemed to have acknowledged, represented and agreed
that it is eligible to invest in India and in our Company under Indian law, including Chapter VIII of the SEBI
ICDR Regulations, and is not prohibited by SEBI or any other statutory authority from buying, selling or
dealing in securities.

The information available on or through our Companys website or the websites of the BRLMs, does not
constitute nor form part of this Placement Document and prospective investors should not rely on such
information. This Placement Document contains summaries of certain terms of certain documents, which are
qualified in their entirety by the terms and conditions of such documents.

REPRESENTATIONS BY INVESTORS

All references to you and your in this section are to the prospective investors of the Placement. By bidding
and subscribing to any Equity Shares under this Placement, you are deemed to have represented, warranted,
acknowledged and agreed to our Company and the BRLMs, as follows:

You are a Qualified Institutional Buyer as defined in Regulation 2(1)(zd) of the SEBI ICDR
Regulations, having a valid and existing registration under applicable laws and regulations of India, and
undertake to (i) acquire, hold, manage or dispose of any Equity Shares that are allocated to you in
accordance with Chapter VIII of the SEBI ICDR Regulations; and (ii) to comply with all requirements
under applicable law in relation to reporting obligations, if any, in this relation;

If you are Allotted (hereinafter defined) Equity Shares pursuant to the Placement, you shall not sell the
Equity Shares for a period of one year from the date of Allotment (hereinafter defined), except on the
Stock Exchanges (additional restrictions apply if you are within the United States, please see Transfer
Restrictions);

You are aware that the Equity Shares have not been and will not be registered under the Companies Act,
the SEBI ICDR Regulations or under any other law in force in India. The Placement Document has not
been reviewed by SEBI, the RBI, the Stock Exchanges or any other regulatory or listing authority and is
intended only for use by QIBs. Further, the Placement Document has not been verified or affirmed by
SEBI or the Stock Exchanges or any other regulatory authorities in India, and will not be filed or
registered with the Registrar of Companies or SEBI. The Placement Document has been filed with the
Stock Exchanges for record purposes only and will be displayed on the websites of our Company and the
Stock Exchanges;

You are entitled to subscribe for and acquire the Equity Shares under the laws of all relevant jurisdictions
applicable to you and you have all necessary capacity and have obtained all necessary consents and
authorities and complied and shall comply with all necessary formalities to enable you to participate in
the Placement and to perform your obligations in relation thereto (including without limitation, in the
case of any person on whose behalf you are acting, all necessary consents and authorizations to agree to
the terms set out or referred to in the Placement Document), and will honor such obligations;

Neither, our Company nor the BRLMs nor any of their respective shareholders, directors, officers,
employees, counsel, representatives, agents or affiliates are making any recommendations to you or
advising you regarding the suitability of any transactions it may enter into in connection with the
Placement and your participation in the Placement is on the basis that you are not, and will not, up to the
Allotment of the Equity Shares, be a client of the BRLMs. Neither the BRLMs nor any of their respective
shareholders, directors, officers, employees, counsel, representatives, agents or affiliates has any duty or
responsibility to you for providing the protection afforded to their clients or customers or for providing
advice in relation to the Placement or you in any way acting in any fiduciary capacity;

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 All statements other than statements of historical fact included in the Placement Document, including
those regarding our financial position, business strategy, plans and objectives of management for future
operations (including development plans and objectives relating to our Companys business), are
forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual results to be materially different from
future results, performance or achievements expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding our Companys present
and future business strategies and environment in which our Company will operate in the future. You
should not place undue reliance on forward-looking statements, which speak only as of the date of the
Placement Document. None of our Company, the BRLMs or any of their respective shareholders,
directors, officers, employees, counsel, representatives, agents or affiliates assumes any responsibility to
update any of the forward-looking statements contained in the Placement Document;

You are aware that the Equity Shares are being offered only to QIBs on a private placement basis and are
not being offered to the general public, and the Allotment shall be on a discretionary basis;

You have made, or been deemed to have made, as applicable, the representations set forth in Transfer
Restrictions;

You have been provided a serially numbered copy of the Placement Document, such number not
exceeding 49 and have read it in its entirety, including in particular the Risk Factors;

In making your investment decision, you have (i) relied on your own examination of our Company and
the terms of the Placement, including the merits and risks involved, (ii) made your own assessment of our
Company, the Equity Shares and the terms of the Placement based on such information as is publicly
available, (iii) consulted your own independent counsel and advisors or otherwise have satisfied yourself
concerning, the effects of local laws, (iv) relied solely on the information contained in the Placement
Document and no other disclosure or representation by our Company or any other party, (v) received all
information that you believe is necessary or appropriate in order to make an investment decision in
respect of our Company and the Equity Shares, and (vi) relied upon your own investigation and resources
in deciding to invest in the Placement;

None of the BRLMs or any of their respective shareholders, directors, officers, employees, counsel,
representatives, agents or affiliates, has provided you with any tax advice or otherwise made any
representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares
(including the Placement and the use of proceeds from the Equity Shares). You will obtain your own
independent tax advice from a reputable service provider and will not rely on the BRLMs or any of their
respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, when
evaluating the tax consequences in relation to the Equity Shares (including, in relation to the Placement
and the use of proceeds from the Equity Shares). You waive, and agree not to assert any claim against,
either of the BRLMs or any of their respective shareholders, directors, officers, employees, counsel,
representatives, agents or affiliates, with respect to the tax aspects of the Equity Shares or as a result of
any tax audits by tax authorities, wherever situated;

You have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of the investment in the Equity Shares and you and any managed accounts for which
you are subscribing for the Equity Shares (i) are each able to bear the economic risk of the investment in
the Equity Shares, (ii) will not look to our Company and/or the BRLMs or any of their respective
shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, for all or part of
any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in
the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and
(v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which
may cause or require any sale or distribution by you or them of all or any part of the Equity Shares;

If you are acquiring the Equity Shares for one or more managed accounts, you represent and warrant that
you are authorized in writing, by each such managed account to acquire the Equity Shares for each
managed account and make the representations, warranties, acknowledgements and agreements herein for
and on behalf of each such account, reading the reference to you to include such accounts;

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 You are not a Promoter (as defined in the SEBI ICDR Regulations), or are not a person related to the
Promoters, either directly or indirectly and your Bid (hereinafter defined) does not directly or indirectly
represent any Promoter or Promoter Group (as defined in the SEBI ICDR Regulations) of our Company
or persons or entities related thereto;

You have no rights under a shareholders agreement or voting agreement with the Promoters or persons
related to the Promoters, no veto rights or right to appoint any nominee director on the board of directors
of our Company (Board of Directors or Board), other than the rights, if any, acquired in the
capacity of a lender not holding any Equity Shares, provided that a qualified institutional buyer who does
not hold any Equity Shares in our Company and who has acquired the said rights in the capacity of a
lender shall not be deemed to be a person related to Promoters;

You have no right to withdraw your Bid after the Issue Closing Date (as defined herein);

You are eligible to Bid for and hold Equity Shares so Allotted together with any Equity Shares held by
you prior to the Placement. Your aggregate holding after the Allotment of the Equity Shares shall not
exceed the level permissible as per any applicable regulation;

The Bid made by you would not result in triggering a tender offer under the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended (Takeover Code);

To the best of your knowledge and belief, your aggregate holding, together with other QIBs in the
Placement that belong to the same group or are under common control as you, pursuant to the Allotment
under the Placement shall not exceed 50% of the Issue Size. For the purposes of this representation:

a. The expression belong to the same group shall derive meaning from the concept of companies
under the same group as provided in sub-section (11) of Section 372 of the Companies Act; and

b. Control shall have the same meaning as is assigned to it by Clause (e) of Regulation 2(1) of the
Takeover Code.

Applications will be made for listing and trading approvals from the Stock Exchanges after Allotment.
There can be no assurance that such approvals will be obtained on time or at all. Neither, our Company
nor the BRLMs nor any of their respective shareholders, directors, officers, employees, counsel,
representatives, agents or affiliates shall be responsible for any delay or non-receipt of such final listing
and trading approvals or any loss arising therefrom;

You shall not undertake any trade in the Equity Shares credited to your Depository Participant account
until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock
Exchanges;

You are aware that if you, together with any other QIBs belonging to the same group or under common
control, are Allotted more than 5% of the Equity Shares in this Placement, our Company shall be required
to disclose the name of such Allottees and the number of Equity Shares Allotted to them on the website
of the Stock Exchanges and you consent to such disclosures being made by our Company;

The BRLMs have entered into an agreement with our Company, whereby the BRLMs have, subject to the
satisfaction of certain conditions set out therein, severally and not jointly, undertaken to use their
reasonable efforts to procure subscription for the Equity Shares;

The contents of this Placement Document are exclusively the responsibility of our Company and that
neither the BRLMs nor any person acting on its or their behalf has or shall have any liability for any
information, representation or statement contained in this Placement Document or any information
previously published by or on behalf of our Company and will not be liable for your decision to
participate in the Placement based on any information, representation or statement contained in this
Placement Document or otherwise. By accepting participation in the Placement, you agree to the same
and confirm that the only information you are entitled to rely on, and on which you have relied in
committing yourself to acquire the Equity Shares is contained in the Placement Document, such
information being all that you deem necessary to make an investment decision in respect of the Equity

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 Shares, and you have neither received nor relied on any other information, representation, warranty or
statement made by, or on behalf of, the BRLMs or our Company or any other person and neither the
BRLMs nor our Company or any of their respective affiliates, including any view, statement, opinion or
representation expressed in any research published or distributed by them and the BRLMs and their
respective affiliates will not be liable for your decision to accept an invitation to participate in the
Placement based on any other information, representation, warranty, statement or opinion;

Neither of the BRLMs has any obligation to purchase or acquire all or any part of the Equity Shares
purchased by you in the Placement or to support any losses directly or indirectly sustained or incurred by
you for any reason whatsoever in connection with the Placement, including non-performance by our
Company of any of its obligations or any breach of any representations and warranties by our Company,
whether to you or otherwise;

You are eligible to invest in India under applicable law, including the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, and
any notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI or
any other regulatory authority, statutory authority or otherwise, from buying, selling or dealing in
securities;

That you are a sophisticated investor who is seeking to purchase the Equity Shares for your own
investment and not with a view to distribution. In particular, you acknowledge that (i) an investment in
the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative
investment, (ii) you have sufficient knowledge, sophistication and experience in financial and business
matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares, and (iii)
you are experienced in investing in private placement transactions of securities of companies in a similar
stage of development and in similar jurisdictions and have such knowledge and experience in financial,
business and investments matters that you are capable of evaluating the merits and risks of your
investment in the Equity Shares;

You agree to indemnify and hold our Company and the BRLMs harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or in connection with any
breach of the foregoing representations, warranties, acknowledgements, agreements and undertakings
made by you in the Placement Document. You agree that the indemnity set forth in this paragraph shall
survive the resale of the Equity Shares by, or on behalf of, the managed accounts;

Any dispute arising in connection with the Placement will be governed and construed in accordance with
the laws of the Republic of India, and the courts in New Delhi, India, shall have exclusive jurisdiction to
settle any disputes which may arise out of or in connection with this Placement Document;

Either (i) you have not participated in or attended any investor meetings or presentations by our Company
or its agents with regard to our Company or this Placement; or (ii) if you have participated in or attended
any Company presentations; (a) you understand and acknowledge that the BRLMs may not have the
knowledge of the statements that our Company or its agents may have made at such Company
presentations and are therefore unable to determine whether the information provided to you at such
Company presentation may have included any material misstatements or omissions, and, accordingly you
acknowledge that the BRLMs have advised you not to rely in any way on any such information that was
provided to you at such Company presentations, and (b) confirm that, to the best of your knowledge, you
have not been provided any material information that was not publicly available;

If you are a non-resident QIB (other than a multilateral and bilateral financial institution), you are a
Foreign Institutional Investor (FII) (including a sub-account other than a sub-account which is a
foreign corporate or a foreign individual), and have a valid and existing registration with SEBI under
applicable laws in India and are not prohibited by any order from any regulatory agency in India or in
home jurisdiction;

You understand that the Equity Shares have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state of the United States, and that the Equity Shares
may not be offered or sold within the United States, except in reliance on an exemption from the
registration requirements of the Securities Act. For more information, see Transfer Restrictions;

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 Our Company, the BRLMs, their respective affiliates and others will rely on the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings, which are given to the
BRLMs on their own behalf and on behalf of our Company, and are irrevocable;

Each of the representations, warranties, acknowledgements and agreements set out above shall continue
to be true and accurate at all times up to and including the Allotment, listing and trading of the Equity
Shares in the Placement.

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 15A(1) of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended, an FII,
including affiliates of the BRLMs, may issue or otherwise deal in offshore derivative instruments such as
participatory notes, equity-linked notes or any other similar instruments against underlying securities, listed or
proposed to be listed on any stock exchange in India, such as the Equity Shares in the Placement (all such
offshore derivative instruments are referred to herein as P-Notes), for which they may receive compensation
from the purchasers of such instruments. P-Notes may be issued only in favor of those entities which are
regulated by any appropriate foreign regulatory authorities in the countries of their incorporation or
establishment subject to compliance of know your client requirements. An FII shall also ensure that no further
issue or transfer of any instrument referred to above is made to any person other than such entities regulated by
appropriate foreign regulatory authorities. P-Notes have not been and are not being offered or sold pursuant to
this Placement Document. This Placement Document does not contain any information concerning P-Notes or
the issuer(s) of any P-notes, including any information regarding any risk factors relating thereto. In terms of the
SEBI (Foreign Institutional Investors) (Amendment) Regulations, 2008 that, came into effect from May 22,
2008, no sub-account of an FII is permitted directly and indirectly to issue P-Notes.

Any P-Notes that may be issued are not securities of our Company or the BRLMs and do not constitute any
obligation of, claims on or interests in our Company or BRLMs. Our Company has not participated in any offer
of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any disclosure
related to any P-Notes. Any P-Notes that may be offered are issued by, and are the sole obligations of, third
parties that are unrelated to our Company. Our Company and the BRLMs do not make any recommendation as
to any investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosures
as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of such
P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any
disclosure related thereto. Prospective investors are urged to consult their own financial, legal, accounting and
tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in
compliance with applicable laws and regulations.

In connection with the Placement, the BRLMs (or their respective affiliates) may, for their own accounts, enter
into asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares at the same time
as the offer and sale of the Equity Shares, or in secondary market transactions. As a result of such transactions,
the BRLMs may hold long or short positions in such Equity Shares. These transactions may comprise a
substantial portion of the Placement and no specific disclosure will be made of such positions. Affiliates of the
BRLMs may purchase Equity Shares and be allocated Equity Shares for proprietary purposes and not with a
view to distribution or in connection with the issuance of P-Notes.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of this Placement Document has been submitted to each of the Stock Exchanges. The Stock
Exchanges do not in any manner:

1. Warrant, certify or endorse the correctness or completeness of the contents of the Placement
Document;

2. Warrant that our Equity Shares will be listed or will continue to be listed on the Stock Exchanges; or

3. Take any responsibility for the financial or other soundness of our Company, our Promoters, our
management or any scheme or project of our Company;

6
and it should not, for any reason be deemed or construed to mean that the Placement Document has been cleared
or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any Equity
Shares of our Company may do so pursuant to an independent inquiry, investigation and analysis and shall not
have any claim against the Stock Exchanges whatsoever, by reason of any loss which may be suffered by such
person consequent to or in connection with, such subscription/acquisition, whether by reason of anything stated
or omitted to be stated herein, or for any other reason whatsoever.

7
 PRESENTATION OF FINANCIAL INFORMATION AND OTHER CONVENTIONS

In this Placement Document, unless the context otherwise indicates or implies, references to you, offeree,
purchaser, subscriber, recipient, investors and potential investor are to the prospective investors in the
Placement, references to DEN, the Company, our Company, the Issuer are to DEN Networks Limited,
and references to the words our, us and we refer to our Company, its Subsidiaries, associates and Joint
Ventures on a consolidated basis.

In this Placement Document, references to U.S.$, USD and U.S. dollars are to the legal currency of the
United States; references to EUR and Euro are to the legal currency of the European Union and references
to `, Rs., Indian Rupees and Rupees are to the legal currency of India. All references herein to the U.S.
or the United States are to the United States of America and its territories and possessions, and all references
to India are to the Republic of India and its territories and possessions.

We record and publish our financial statements in Rupees. Our audited consolidated financial statements as of
and for the fiscal ended March 31, 2012 and 2011 and the unaudited consolidated interim financial statements as
of December 31, 2012 and for the nine months ended December 31, 2012 and 2011 included in this Placement
Document (collectively, the Financial Statements), have been prepared in accordance with generally
accepted accounting principles followed in India (Indian GAAP), the Companies Act and the requirements
under the Listing Agreement, as applicable. The financial year of our Company commences on April 1 of each
calendar year and ends on March 31 of the succeeding calendar year, so all references to a particular financial
year or fiscal or FY are to the twelve month period ended on March 31 of that year.

Indian GAAP differs in certain significant respects from International Financial Reporting Standards (IFRS)
and generally accepted accounting principles followed in the U.S. (U.S. GAAP). Accordingly, the degree to
which the Financial Statements prepared in accordance with Indian GAAP included in this Placement Document
will provide meaningful information is entirely dependent on the readers level of familiarity with the respective
accounting practices. We have not provided a reconciliation of our Financial Statements or a summary of
differences between Indian GAAP and, IFRS or U.S. GAAP.

Rounding adjustments have been made in calculating some of the data included in this Placement Document. As
a result, the totals in some tables may not be exact arithmetic aggregations of the figures which precede them.

8
 INDUSTRY AND MARKET DATA

Information regarding market position, growth rates and other industry data pertaining to our businesses
contained in this Placement Document consists of estimates based on data reports compiled by government
bodies, professional organizations and analysts, data from other external sources and knowledge of the markets
in which we compete. The statistical information included in this Placement Document relating to the industry
in which we operate has been reproduced from various trade, industry and government publications and
websites.

This data is subject to change and cannot be verified with complete certainty due to limits on the availability and
reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. Neither we
nor the BRLMs have independently verified this data and do not make any representation regarding the
accuracy of such data. In many cases, there is no readily available external information (whether from trade or
industry associations, government bodies or other organizations) to validate market-related analysis and
estimates, so we have relied on internally developed estimates. Similarly, while we believe our internal
estimates to be reasonable, such estimates have not been verified by any independent sources and neither we nor
the BRLMs can assure potential investors as to their accuracy.

9
 FORWARD-LOOKING STATEMENTS

Certain statements contained in this Placement Document that are not statements of historical fact constitute
forward-looking statements. Investors can generally identify forward-looking statements by terminology such
as aim, anticipate, believe, continue, could, estimate, expect, intend, may, objective, plan,
potential, project, pursue, seek, shall, should, will, would, or other words or phrases of similar
import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking
statements. All statements regarding our Companys expected financial conditions, results of operations,
business plans and prospects are forward-looking statements. These forward-looking statements include
statements as to our business strategy, revenue and profitability and other matters discussed in this Placement
Document that are not historical facts. These forward-looking statements and any other projections contained in
this Placement Document (whether made by our Company or any third party), are predictions and involve
known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or other projections. All forward-looking statements
are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. Important factors that could cause actual
results to differ materially from our expectations include, among others:

Failure to convert our existing analog cable television subscribers, to digital cable services;
Inability to manage our growth effectively;
Uncertainties associated with our acquisition strategy;
Inability to manage our relationship with our LCOs or any liability arising out of LCOs activities not
under our control;
Inability to compete effectively; and
Increased regulation or changes in existing regulations governing our industry.

Additional factors that could cause actual results, performance or achievements to differ materially include but
are not limited to, those discussed under Risk Factors, Managements Discussion and Analysis of
Financial Condition and Results of Operations, Industry Overview and Business. The forward-looking
statements contained in this Placement Document are based on the beliefs of, as well as the assumptions made
by, and information currently available to, our management. Although we believe that the expectations reflected
in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations
will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. If any of these risks and uncertainties materialize, or if any of our underlying
assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially
from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking
statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

10
 ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a limited liability company incorporated under the laws of India, with most of our Directors
and key executives being nationals of India. As a result, it may be difficult for investors outside India to affect
service of process upon our Company or such persons in India, or to enforce judgments obtained against such
parties outside India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Code of Civil Procedure, 1908, as amended (Civil Procedure Code). Section 13 of the Civil Procedure Code
provides that a foreign judgment shall be conclusive regarding any matter directly adjudicated upon between the
same parties or between parties under whom they or any of them claim litigating under the same title, except
where: (i) the judgment has not been pronounced by a court of competent jurisdiction; (ii) the judgment has not
been given on the merits of the case; (iii) it appears on the face of the proceedings that the judgment is founded
on an incorrect view of international law or a refusal to recognize the law of India in cases in which such law is
applicable; (iv) the proceedings in which the judgment was obtained were opposed to natural justice; (v) the
judgment has been obtained by fraud, and (vi) where the judgment sustains a claim founded on a breach of any
law in force in India. A foreign judgment which is conclusive under section 13 of the Civil Procedure Code may
be enforced either by a fresh suit upon the judgment or by proceedings in execution. Under section 14 of the
Civil Procedure Code, an Indian court shall, on production of any document purporting to be a certified copy of
a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the
contrary appears on the record; such presumption may be displaced by proving want of jurisdiction.

Section 44A of the Civil Procedure Code provides that a foreign judgment rendered by a superior court (within
the meaning of that section) in any jurisdiction outside India which the Government of India (GoI) has by
notification declared to be a reciprocating territory, may be enforced in India by proceedings in execution as if
the judgment had been rendered by a competent court in India. However, Section 44A of the Civil Procedure
Code is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes
or other charges of a like nature or in respect of a fine or other penalties and does not include arbitration awards.

Each of the United Kingdom, Singapore and Hong Kong has been declared by the GoI to be a reciprocating
territory for the purposes of Section 44A of the Civil Procedure Code, but the U.S. has not been so declared. A
judgment of a court in a jurisdiction which is not a reciprocating territory may be enforced only by a fresh suit
upon the judgment and not by proceedings in execution. The suit must be brought in India within three years
from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is
unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in
India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount
of damages awarded as excessive or inconsistent with public policy. Further, any judgment or award in a foreign
currency would be converted into Rupees on the date of such judgment or award and not on the date of payment.
A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate
outside India any amount recovered pursuant to the execution of such foreign judgment, and any such amount
may be subject to income tax in accordance with applicable laws.

11
 EXCHANGE RATES

Fluctuations in the exchange rate between the Rupee and foreign currency will affect the foreign currency
equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also affect
the conversion into foreign currency of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth, for the periods indicated, information with respect to the exchange rates between
the Rupee and the U.S. dollar and the Rupee and the Euro (in Rupees per U.S. dollar and Euro), based on the
reference rates released by the RBI. No representation is made that the Rupee amounts actually represent such
amounts in U.S. dollars or Euros or could have been, or could be converted into, U.S. dollars or Euros at the
rates indicated, any other rates or at all.

` per Euro and U.S.$

Period Period End* Average* High* Low*
Euro U.S.$ Euro U.S.$ Euro U.S.$ Euro U.S.$
April 2013 71.0 54.2 70.8 54.4 71.4 54.9 69.6 53.9
March 2013 69.5 54.4 70.6 54.4 71.6 55.1 69.5 54.1
February 2013 70.7 53.8 71.9 53.8 72.6 54.5 70.4 53.0
January 2013 72.2 53.3 72.1 54.3 73.1 55.3 71.3 53.3
December 2012 72.3 54.8 71.7 54.6 72.8 55.1 70.1 54.2
November 2012 70.9 54.5 70.4 54.8 72.4 55.7 69.2 53.7
Fiscal 2013 69.5 54.4 70.1 54.5 73.1 57.2 67.0 50.6
Fiscal 2012 68.3 51.2 65.9 47.9 71.1 54.2 62.3 43.9
Fiscal 2011 63.2 44.7 60.2 45.6 64.0 47.6 56.1 44.0
*
Note: High, low and average are based on the RBI reference rate
Source: www.rbi.org.in
The RBI reference rate on April 30, 2013 was U.S. $ 1 = ` 54.219 and Euro 1 = ` 70.977

12
 GLOSSARY OF TERMS

Our Company has prepared this Placement Document using certain definitions and abbreviations which you
should consider while reading the information contained herein. The terms defined in this section shall have the
meaning set forth herein, unless specified otherwise in the context thereof, and references to any statute or
regulations or policies shall include amendments thereto, from time to time.

Company Related Terms

Term Description
Our Company or the Company DEN Networks Limited
We or us or our DEN Networks Limited, its Subsidiaries and its Joint Ventures
Articles/ Articles of Association Articles of Association of our Company, as amended
AGM Annual General Meeting
Auditors The current statutory auditors of our Company, Deloitte Haskins & Sells, Chartered
Accountants
Audit Committee The Committee of Directors constituted as the Companys Audit Committee in
accordance with Clause 49 of the Listing Agreement to be entered into with the
Stock Exchanges
Board of Directors/Board Board of Directors of our Company
COD/ Committee of Directors The Committee of our Directors formed with respect to this Placement, pursuant to
a resolution passed by our Board dated March 28, 2013
Directors The directors of our Company
Equity Shares Equity shares of our Company of face value of ` 10 each
EGM Extraordinary General Meeting
Group DEN Networks Limited, and its subsidiaries as referred to as Subsidiaries; and its
joint venture company being STAR DEN Media Services Private Limited, and
Media Pro Enterprise Limited, which is the joint venture of STAR DEN Media
Services Private Limited (each of these subsidiaries and joint venture companies as
Group Companies)
ISIN INE947J01015
Joint Ventures Media Pro Enterprise Limited and STAR DEN Media Services Private Limited
Media Pro Media Pro Enterprise Limited, a 50% joint venture of STAR-DEN
Memorandum / Memorandum of Memorandum of Association of our Company, as amended
Association
Promoters Promoters of our Company as per the definition provided in Regulation 2(1)(za) of
the SEBI Regulations and as reported to the Stock Exchanges, being, Mr. Sameer
Manchanda and Lucid Systems Private Limited
Registered Office Registered office of our Company located at 236, Okhla Industrial Estate, Phase-III
New Delhi 110 020, India
RoC Registrar of Companies, National Capital Territory of Delhi and Haryana
STAR-DEN STAR DEN Media Services Private Limited, a 50% joint venture of the Company
Subsidiaries The subsidiaries of our Company as provided under Organizational Structure
and Major Shareholders

Placement Related Terms

Term Description
Allocated /Allocation Allocation of Equity Shares following the determination of the Issue Price to QIBs on
the basis of Application Forms submitted by them, in consultation with the BRLMs and
in compliance with Chapter VIII of the SEBI ICDR Regulations
Allotment /Allotted Allotment and issue of Equity Shares pursuant to the Placement
Allottees Persons to whom Equity Shares are issued pursuant to the Placement
Application Form Form (including any revisions thereof) pursuant to which a QIB subscribes for the
Equity Shares pursuant to the Placement
Bid(s) Indication of a QIBs interest, to subscribe for the Equity Shares pursuant to the
Placement
Book Running Lead Managers or Deutsche Equities India Private Limited, IDFC Capital Limited, Elara Capital (India)
BRLMs Private Limited
CAN/Confirmation of Allocation Note, advice or intimation confirming the Allocation of Equity Shares to QIBs after
Note determination of the Issue Price
Closing Date On or before May 13, 2013

13
 Term Description
Manager Elara Capital (India) Private Limited
Designated Date Date on which the Equity Shares are credited to the QIBs account
Escrow Account Special bank account with the Escrow Agent, subject to the terms of the Escrow
Agreement, dated May 6, 2013, by and among our Company, the BRLMs and the
Escrow Agent
Escrow Agent Kotak Mahindra Bank Limited
Floor Price Floor price of ` 217.23 for each Equity Share, calculated in accordance with Chapter
VIII of the SEBI ICDR Regulations and/ or as directed by SEBI.
Indian Stock Exchanges / Stock NSE and BSE
Exchanges
Issue Closing Date May 8, 2013 (as decided by the Company in consultation with the BRLMs), the date
after which our Company (or the BRLMs on behalf of our Company) shall cease
acceptance of Application Forms
Issue Opening Date May 6, 2013 (as decided by the Company in consultation with the BRLMs), the date on
which our Company (or the BRLMs on behalf of our Company) shall commence
acceptance of the Application Forms
Issue Period Period between the Issue Opening Date and the Issue Closing Date, inclusive of both
days during which prospective Investors can submit their Bids
Issue Price A price per Equity Share of ` 217.50
Issue Size Aggregate size of the Placement, ` 2,711.42 million
Global Coordinators and Book Deutsche Equities India Private Limited and IDFC Capital Limited
Running Lead Managers or
GCBRLMs
GS Entities Broad Street Investments (Singapore) Pte Limited and MBD Bridge Street 2013
Investments (Singapore) Pte Limited
GS Price ` 217.50, the price at which Equity Shares will be issued to the GS Entities pursuant to
the GS Transaction
GS Transaction The Investment Agreement dated May 6, 2013 entered into by our Company with the
GS Entities pursuant to which our Company will issue, and the GS Entities will
purchase, such number of Equity Shares, at the GS Price, for an aggregate consideration
of US$110 million (or approximately ` 6,000 million)
Pay-in Date Last date specified in the CAN for payment of Bid monies by the QIBs
Placement Offer and issuance of the Equity Shares to QIBs, pursuant to Chapter VIII of the SEBI
ICDR Regulations
Placement Agreement Placement agreement dated May 6, 2013, by and among our Company and the BRLMs
Placement Document This Placement Document dated May 8, 2013 issued in accordance with Chapter VIII of
the SEBI ICDR Regulations
Preliminary Placement Document The Preliminary Placement Document, dated May 6, 2013, issued in accordance with
Chapter VIII of the SEBI ICDR Regulations
QIB or Qualified Institutional Qualified Institutional Buyer, as defined under Regulation 2(1)(zd) of the SEBI ICDR
Buyer Regulations
QIP Qualified Institutions Placement under Chapter VIII of the SEBI ICDR Regulations

Conventional and General Terms/ Abbreviations

Term/Abbreviation Full Form

AS Accounting Standards issued by the ICAI
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
Client ID Beneficiary account number
Civil Procedure Code Code of Civil Procedure, 1908
Companies Act Companies Act, 1956
Depositories Act Depositories Act, 1996
Depository A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996
DoT Department of Telecommunications
DP ID Depository Participants Identity Number
DP/Depository Participant Depository participant as defined under the Depositories Act, 1996
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
ECB External Commercial Borrowing
EPS Earnings Per Share, calculated as profit after tax for a fiscal, divided by the weighted

14
 Term/Abbreviation Full Form
average outstanding number of Equity Shares during that fiscal
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999
FII Foreign Institutional Investor (as defined under the SEBI (Foreign Institutional
Investors) Regulations,1995), registered with SEBI under applicable laws in India
Financial Year/fiscal/FY Period of 12 months ended March 31 of that particular year
FIPB Foreign Investment Promotion Board
GoI/ Government Government of India
GST Goods and Service Tax
HUF Hindu Undivided Family
I.T. Act Income Tax Act, 1961
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
India Republic of India
Indian GAAP Generally accepted accounting principles followed in India
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992
IT Information technology
Listing Agreement(s) The equity listing agreement(s) with each of the Stock Exchanges
MCA Ministry of Corporate Affairs, GoI
MIB Ministry of Information and Broadcasting, Government of India
Mutual Fund Mutual fund registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.I. Act Negotiable Instruments Act, 1881
Non-Resident Indian, NRI An individual of Indian nationality or origin residing outside India, as defined under
FEMA and the Foreign Exchange Management Act (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2000
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Old Schedule VI Schedule VI of the Companies Act prior to Notification S.O. 447(E) dated February 28,
2011
p.a. Per annum
PAN Permanent Account Number
RBI Reserve Bank of India
Regulation S Regulation S under the Securities Act
Relevant Member State Member state of the European Economic Area
Revised Schedule VI Schedule VI of the Companies Act revised pursuant to Notification S.O. 447(E) dated
February 28, 2011
` or Rs. or Rupees The lawful currency of India
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
Securities Act U.S. Securities Act of 1933
SFA Securities and Futures Act, Chapter 289 of Singapore
STT Securities Transaction Tax
Takeover Code SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011
UK United Kingdom
U.S. or United States United States of America
U.S.$ or U.S. dollars or USD U.S. dollars, the lawful currency of the United States
VAT Value Added Tax

Technical and Industry Terms

ADSL Asymmetric Digital Subscriber Line

ARPU Average Rate Per User
BIS Bureau of Indian Standards
C&S Cable and Satellite
CAGR Compounded Annual Growth Rate
CAS Conditional Access System
Cisco Cisco Systems (India) Private Limited and/or its affiliates

15
DAS Digital Addressable System
DTH Direct to Home
DVD Digital Video Disc
ECS Electronic Clearing System
EPG Electronic Programme Guide
FICCI KPMG Report 2013 The Indian Entertainment and Media Industry, FICCI KPMG Report 2013
HFC Hybrid Fibre Co-Axial
HITS Head end in the Sky
IPTV Internet Protocol Television
IRD Integrated Receiver Descrambler
ISP Internet Service Provider
LCN Logical Channel Numbering
LCO Local Cable Operator
MPA Report 2012 Asia Pacific Pay-TV & Broadband Markets 2012, Media Partners Asia, 2012
MPA Report 2013 Indian Cable Industry A Digital Evolution, Media Partners Asia, 2013
MSO Multi Systems Operator
Non-C&S Non-Cable and Satellite
OLT Optical Line Terminal
ONU Optical Network Unit
Open Offer Public announcement to acquire additional shares by the acquirer in accordance with
SEBI (Substantial Acquisition of Shares and Takeover Regulation), 1997. The acquirer
has to make a public announcement if it acquires 15.0% or more of the shares or voting
rights of the target company
PAN Asia PAN Asia Development Fund, India
PAN Asia Infrastructure PAN Asia Infrastructure Asset Management Company PTE Limited
P/E Ratio Price Earnings Ratio
PIO Persons of Indian Origin
PVR Personal Video Recorder
QAM Quadrature Amplitude Moderation
RF Radio Frequency
RONW Return on Net Worth
Setpro Setpro18 Distribution Limited
SME Small and medium enterprises
STAR STAR India Private Limited
STBs Set Top Boxes
TRAI Telecom Regulatory Authority of India
UIN Unique Identification Number
VoIP Voice over Internet Protocol
w.e.f. With effect from
WWL Wire and Wireless (India) Limited

16
 SUMMARY OF BUSINESS

Overview

We are the largest cable television distribution company in India in terms of subscribers. We serve an estimated
11 million homes across India. (Source: MPA Report January 2013) As of April 5, 2013, we had a total of 4.1
million digital subscribers. We currently provide cable television services in 161 cities across 13 states in India,
including the National Capital Region of Delhi, Kerala, Uttar Pradesh, Karnataka, Maharashtra, Gujarat,
Haryana, Bihar, Jharkhand, Rajasthan, West Bengal, Madhya Pradesh and Uttarakhand.

Since our incorporation in July 2007, we have focused on acquiring, aggregating and expanding the businesses
of existing multi-system operators (MSOs) to achieve economies of scale, deliver a standardised service and
provide broadcasters a single-point connect with millions of subscribers. As of March 31, 2013, we have
acquired a majority interest in the businesses of 118 MSOs while simultaneously expanding our own
infrastructure. Currently, our cable television services is supported by 115 analog head-ends, 18 digital head-
ends and more than 12,400 kilometres of hybrid fibre co-axial (HFC) network. We utilise local cable
operators (LCOs) to provide the last mile cable link to reach our subscribers. We believe that our extensive
presence provides us with an opportunity to take advantage of the four-phased digitisation policy announced by
the Ministry of Information & Broadcasting, Government of India (MIB), under which the cable television
distribution industry in India will be transitioned to Digital Addressable System (DAS) by December 31, 2014
requiring cable operators to transmit digital signals through addressable set top boxes (STBs) only.

We currently offer up to 255 video channels, with multiple audio-feeds, where available, through our digital
cable television services and up to 100 channels through our analog cable television service. Besides providing
the ability to telecast a greater number of channels and DVD quality picture and sound for the channels
broadcasted, our digital cable television services includes value-added services to our subscribers, such as an
interactive electronic programme guide, audio music channels, on-screen reminders, interactive games,
interactive blogging and parental controls. We also intend to commence offering our digital cable subscribers
additional value-added services such as pay-per-view services and personal video recording. Value-added
services cannot be offered through an analog platform.

We also hold an effective 25% equity interest in Media Pro Enterprise India Private Limited (Media Pro),
which is a joint venture between Star Den Media Services Private Limited (Star-DEN) and Zee Turner
Limited (Zee-Turner). Media Pro is the exclusive distributor of more than 70 television channels, including
the entire STAR group of channels, the entire NDTV group of channels, MGM, Zee and Turner group of
channels to various television distribution platforms, such as cable television, DTH satellite television, HITS,
mobile and IPTV in India, Bhutan and Nepal. Star-DEN is a 50:50 joint-venture between our Company and Star
India Private Limited (SIPL).

We own and operate certain local brand television channels from each of our head-ends, which are telecast
exclusively on our cable distribution network. These channels primarily telecast films, music, devotional
programmes or local news and events. We derive advertising revenue from these channels.

We have received a DAS licence from TRAI for operating in Mumbai, Delhi, Kolkata and Chennai as well as
cities and areas to be covered under subsequent phases of the digitisation process. Further, we have an all-India
internet service provider license to provide internet services, which we intend to roll out across our service areas
after completion of each phase of the digitisation process.

For the fiscal 2012 and the nine month period ended December 31, 2012, our consolidated total income were `
11,565.95 million and ` 6,535.79 million, respectively, and our consolidated profit after tax and minority
interest was ` 142.80 million and ` 428.95 million, respectively.

Our Strengths

Our business is characterised by the following key strengths:

Largest Cable Distribution Company in India

We are the largest cable distribution company in India, in terms of subscribers. We serve an estimated 11
million homes in 161 cities across 13 states in India. We have established an extensive delivery network

17
comprising 115 analog head-ends, 18 digital head-ends and more than 12,400 kilometres of HFC cable network.

Owing to our existing presence and our investments in STBs and digital technology, we believe that we are
well-positioned to benefit from the mandatory conversion to digital platform required to be completed by
December 31, 2014. As of April 5, 2013, we had a total of 4.1 million digital subscribers, comprising
approximately, 2.0 million subscribers in Phase I cities and 2.0 million subscribers in Phase II cities. We
provide our analog and digital cable television services to subscribers in several cities in the states of Uttar
Pradesh, Karnataka, Rajasthan, Maharashtra, Gujarat, Haryana, Madhya Pradesh, Kerala, West Bengal and
Bihar, which we believe are key growth markets. We believe that operating in these states provides us with the
opportunity to expand our business significantly.

We believe that our existing nationwide reach and our delivery network provides us with a key growth
opportunity to convert our existing analog cable television subscribers, as well as attract new subscribers for our
digital cable services.

Acquisition and Integration Track Record

We have acquired majority interests in MSOs that are located in states, which we believe have significant
television viewership and potential for increased digital cable penetration. We have successfully identified,
acquired and integrated 118 established MSOs since our incorporation. We believe that our understanding of the
cable television distribution industry has enabled us to identify and acquire appropriate acquisition targets,
which in turn, has enabled us to become the largest national cable television distribution company in India.
Typically, we retain the existing management of an MSO at the time we acquire our majority interest, which
allows us to leverage their existing relationships and goodwill with the LCOs. In addition, the senior
management of an acquired MSO generally retains a significant minority interest in the MSO, which we believe
aligns their long-term interests with our interests. When we acquire a majority interest in an MSO, we upgrade
its analog infrastructure to the extent necessary and implement our standardised policies relating to operational
systems, content sourcing, customer service, branding and marketing. We utilize the services of the LCOs
affiliated with such MSOs to promote our digital services and to activate new digital subscriptions. This
approach has enabled us to provide good quality and standardised service to all our subscribers, which we
believe, will allow us to attract new subscribers.

Established Relationship with Industry Leaders

We source our equipment for our digital service offerings from reputed vendors of digital components. We
procure STBs primarily from Cisco Systems (India) Private Limited, or its affiliates (Cisco) and Skyworth
Digital Technology Company Limited which we believe are industry leaders in STBs design and technology and
other equipment such as encoders, multiplexers, transraters and QAMs from leading suppliers such as Cisco and
Harmonic Inc. We have entered into an agreement with NDS Limited for obtaining software solutions for digital
pay-TV including supply, installation, integration, testing, training and support services. A portion of our inter-
city and intra-city network is set up on the network leased from third parties such as leading telecom service
providers. We believe that we are able to monitor and improve our network infrastructure to keep pace with the
constantly evolving subscriber preferences through our partnerships with these leading products and service
providers. We believe that our expertise in designing and constructing our cable networks enables us to rapidly
develop and expand our cable television distribution network. This expertise also allows us to efficiently
integrate the networks and technology of the MSOs, in which we have acquired a majority interest.

We have agreements with leading content providers such as MSM Discovery Limited, Media Pro, ESPN
Software India Private Limited, Indiacast Media Distribution Private Limited, UTV Global Broadcasting
Limited and Media Network & Distribution India Limited. We believe that our content agreements cover a wide
range of popular channels which cater to varied tastes and preferences of subscribers in the markets where we
are present.

Financially Efficient Operations

While we have grown rapidly since our incorporation in July 2007, we have maintained efficiency in our
operations, which we believe differentiates us from our competitors. For each of the fiscal 2010, 2011, 2012 and
the nine months ended December 31, 2012, we recorded profit after tax, of ` 301.11 million, ` 375.26 million,
` 142.80 million and ` 428.95 million, respectively. Through our extensive operations, we have been able to
achieve economies of scale in various operational areas such as equipment purchasing, customer service and

18
general and administrative services. These economies of scale reduce costs per subscriber and makes our
operations more efficient. Further, through a sustained focus on recoveries and effective handling of our
relationship with LCOs, we believe we will be able to control under-reporting by LCOs in the DAS regime, thus
leading to greater revenues and profitability.

Industry-Experienced Management Team

Our management team includes professionals with extensive experience in cable television distribution,
entertainment and media operations, finance and engineering.

Our Promoter and Chairman, Mr. Sameer Manchanda, has extensive experience in the television industry. He
has played an instrumental role in the launch and success of CNN-IBN, a leading 24-hour English language
news and current affairs channel, and was an integral part of the senior management team of the Network18
group, an Indian media conglomerate that has interests in television, print, internet, film, mobile content and
allied businesses. Mr. Manchanda was also formerly a director of NDTV, a broadcaster of news and current
affairs television channels in India.

Our senior management team comprising Mr. S.N. Sharma, our Chief Executive Officer, Mr. Mohammad
Ghulam Azhar, our Chief Operating Officer, Mr. Rajesh Kaushall, our Chief Financial Officer and Mr. Navroz
Behramfram, our Chief Technology Officer, has significant experience in various areas of the television and
media industry. This includes significant experience in dealing and negotiating with MSOs, broadcasters and
content aggregators in India. Our management team includes former senior employees from leading media
companies such as IndusInd Media & Communications Limited, Hathway Cable & Datacom and Tata Sky.

Our Strategy

Our aim is to become Indias leading integrated provider of cable television distribution and cable broadband
internet services. In order to achieve our aim, we intend to follow the key business strategies described below:

Roll out Digital Services to all Subscribers

The cable television distribution industry in India is transitioning to DAS and all cable operators are required to
transmit digital signals through addressable STBs only by December 31, 2014. We are pursuing the digitisation
of our services to adhere to the schedule set out by the MIB. Phase I of this process, which covered the four
metropolitan areas of Delhi, Mumbai, Kolkata and Chennai, was required to be completed by October 31, 2012.
As of April 5, 2013, we had installed, approximately 2.0 million STBs in Phase I cities. The completion date for
Phase II, which covers all cities with a population of over one million, was March 31, 2013 As of April 5, 2013,
we had installed, approximately 2.0 million STBs in Phase II cities. Phase III, which is applicable to all other
urban areas across India, is scheduled to be completed by September 30, 2014 and Phase IV, which affects the
rest of India, is scheduled to be completed by December 31, 2014. We believe we have had significant success
in digitising our subscriber base during the first two phases of digitisation and that this will continue as we
proceed with the mandatory digitisation phases.

In addition to increased subscription fees, digitisation also provides other commercial advantages. A digital
platform enables us to offer greater number of channels, content with DVD quality picture and sound and
revenue enhancing services, such as HD (high definition) and value added services such as video on demand
and pay per view, which cannot be offered through an analog platform. The use of digital STBs enables us to
obtain accurate data about the number of subscribers using our services and eliminates the practice of under-
reporting of subscribers by LCOs. Further, digitisation enables our signal to be encrypted, thereby reducing
revenues lost due to unauthorized access. We believe that our digital service offerings reduce the likelihood of
our subscribers switching to another digital platform such as DTH satellite television, thereby strengthening our
relationships with the subscribers and enabling us to compete effectively.

Further Expand our Presence through Strategic Acquisitions

We intend to undertake additional acquisitions of majority interests in established MSOs in order to consolidate
our position in cities and towns in which we already have a presence and to expand into other parts of India that
have significant television viewership potential for increased digital cable penetration and revenue potential. We
will continue to employ the existing management of MSOs and provide for the existing management to own
minority equity interest in MSOs to align the existing managements interests with ours and aim to incentivize

19
LCOs to support our digitisation strategy. We plan to continue to use this expansion and integration approach
that has enabled us to scale up our subscriber base rapidly, successfully integrate our acquisitions and provide
high quality services to all our subscribers.

Rollout our Broadband Internet Services

We have an all-India internet service provider license. We intend to launch our broadband internet offerings and
leverage our cable platform to provide these services to our digital cable television subscribers, which will also
offer us the opportunity to cross-sell our services. We intend to offer broadband in markets where digitisation
has already been completed. We have identified a standard-based technology solution for our broadband
services and have already carried out test runs. We intend to roll out our broadband services in the current fiscal.

We believe that offering bi-directional communication through cable broadband internet services is a key
commercial enhancement. We intend to leverage this competitive advantage over DTH satellite television,
which is a one way broadcast medium with no return path.

Build our Brand and Focus on Subscriber Loyalty through Good Customer Service

We have begun to build and plan to continue to enhance the visibility of our brand DEN. In 2012, we became
the first MSO in India to launch a nationwide brand marketing campaign across television, print, radio and
outdoor media to advertise our digital cable television services. (Source: MPA Report January 2013). In order to
develop our brands recognition, we distribute promotional materials and advertise across various media,
including all India television commercials, print campaigns, radio advertisement on leading FM channels and
prominent outdoor campaigns.

We have outsourced our call centre operations, with locations including Delhi NCR, Mumbai and Kolkata. Our
call centre operates16 hours a day, where service representatives provide our digital subscribers with
information regarding our services and deal with queries and complaints. We believe that by providing superior
customer service, we have been able to build subscriber loyalty. We have also implemented a range of training
initiatives for the employees of our LCOs (including training intended to improve their familiarity with our
services and procedures and training to improve phone courtesy and sales skills) to ensure that the LCOs
provide our subscribers with quality customer service. We believe that offering a recognised, branded and good
quality customer service will help us compete against existing digital cable service companies and give us an
advantage over our competitors that have not yet rolled out digital cable services in areas where we operate.

Improve the Quality of Our Own Brand Television Channels in Order To Increase Our Advertising Revenues

We own and operate certain local brand television channels from each of our head-ends, which are telecast
exclusively on our cable distribution network. We seek to cater to the local and regional interests of our
subscribers by offering regional language films, local events and news programming on our own brand
channels. Our advertising and sponsorship revenue is currently obtained primarily from local advertisers. Over
time, we intend to further standardise the look and feel of our own brand television channels and continue
improve the quality of the programming on these channels in order to increase viewership and the channels
attractiveness to regional and national advertisers. We also intend to utilize this strategy to differentiate us from
DTH satellite television, which has centralized programming.

20
 SUMMARY OF THE ISSUE

The following general summary of the terms of the Placement should be read in conjunction with, and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Placement Document,
including Risk Factors, Use of Proceeds, Placement, Issue Procedure and Description of the Equity
Shares:

Issuer DEN Networks Limited

Face Value `10 per Equity Share
Aggregating ` 2,711.42 million comprising 12,466,321 Equity Shares of our Company, at a
Issue Size premium of ` 207.50 each

A minimum of 10% of the Issue Size, i.e. at least 1,246,632 Equity Shares, shall be available
for Allocation to Mutual Funds only, and 11,219,689 Equity Shares shall be available for
Allocation to all QIBs, including Mutual Funds

In case of under-subscription in the portion available for Allocation only to Mutual Funds,
such portion or part thereof may be Allotted to other QIBs
Floor Price ` 217.23 per Equity Share.
Issue Price ` 217.50 per Equity Share
Eligible Investors QIBs, as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations. See Issue Procedure
- Qualified Institutional Buyers
Equity Shares issued and 134,024,101 Equity Shares as at March 31, 2013
outstanding prior to the
Placement*
Equity Shares issued and 146,490,422 Equity Shares
outstanding immediately
after the Placement
Listing Our Company has received in-principle approvals from the BSE and the NSE under Clause 24
(a) of the Listing Agreements for the listing of the Equity Shares offered pursuant to this
Placement on the Stock Exchanges on May 6, 2013.
Trading The trading of the Equity Shares would be in dematerialized form only in the cash segment of
each of the Stock Exchanges
Lock-up See Placement and Lock-up
Promoter Lock-up See Placement and Lock-up
Transferability Equity Shares being Allotted pursuant to the Placement shall not be sold for a period of one
Restrictions year from the date of Allotment, except on the Stock Exchanges
Use of Proceeds Net proceeds of the Placement (after deduction of fees, commissions and expenses) are
expected to total approximately ` 2,600 million. See Use of Proceeds
Risk Factors See Risk Factors for a discussion of factors you should consider before deciding whether to
subscribe to Equity Shares of our Company
Closing Allotment of the Equity Shares offered pursuant to the Placement is expected to be made on or
before May 13, 2013 (Closing Date)
Status and Ranking Equity Shares being issued shall be subject to the provisions of our Companys Memorandum
and Articles of Association and shall rank pari passu in all respects with the existing Equity
Shares, including rights in respect of dividends. The shareholders will be entitled to participate
in dividends and other corporate benefits, if any, declared by our Company after the Closing
Date, in compliance with the Companies Act, Listing Agreements and other applicable laws
and regulations. Shareholders may attend and vote in shareholders meetings on the basis of
one vote for every Equity Share held. See Description of the Equity Shares
Security Codes for the ISIN: INE947J01015
Equity Shares BSE Code: 533137
NSE Code: DEN
* As on March 31, 2013, the total number of options granted by our Company to purchase Equity Shares pursuant to the DEN ESOP is 3,534,126, of
which 3,534,126 have vested and 1,252,776 are yet to be exercised. For details, see Board of Directors and Key Managerial Personnel Payment
or Benefit to Officers of our Company.
Further, our Company has entered into an Investment Agreement dated May 6, 2013 with Broad Street Investments (Singapore) Pte Limited
and MBD Bridge Street 2013 Investments (Singapore) Pte Limited (affiliates of Goldman Sachs) (together, the GS Entities) pursuant to
which our Company will issue, and the GS Entities will purchase, such number of Equity Shares, at a price of ` 217.50 per Equity Share
(the GS Price), for an aggregate consideration of US$110 million (or approximately ` 6,000 million) (the GS Transaction).The
consummation of the GS Transaction remains subject to, among other things, approval of our Companys shareholders, regulatory
approvals and other customary closing conditions. Upon completion of the GS Transaction, the GS Entities shall have certain rights, such
as, among others, the right to appoint one member to the Company's board of directors and certain information rights, subject to
compliance with applicable laws.

21
 SELECTED FINANCIAL INFORMATION

The following summary financial information as of and for the fiscal ended March 31, 2012 and 2011 has been
extracted from our audited consolidated financial statements included elsewhere in this Placement Document.
The following summary financial information as of December 31, 2012 and for the nine months ended
December 31, 2012 and 2011 has been extracted from our reviewed consolidated financial statements included
elsewhere in this Placement Document.

You should read the following summary financial information in conjunction with our financial statements and
the related notes and Managements Discussion and Analysis of Financial Condition and Results of
Operations. Our historical results do not necessarily indicate our results expected for any future periods.

22
Consolidated balance sheet as at March 31, 2011 and 2012 and December 31, 2012

As At March 31, As At December 31,

2011 2012 2012
(Audited) (Unaudited)
Amount Amount Amount
(` in million) (` in million) (` in million)
A. EQUITY AND LIABILITIES
1. SHAREHOLDERS FUNDS
a. Share Capital 1,329.90 1,329.90 1,346.85
b. Reserves and surplus 6416.17 6,715.61 7,206.72
7,746.07 8,045.51 8,553.57
2. SHARE APPLICATION MONEY PENDING 116.33 32.50 51.99
ALLOTMENT
3. MINORITY INTEREST 365.03 616.00 723.82
4. NON-CURRENT LIABILITIES
a. Long-term borrowings 784.57 1,901.75 2,493.39
b. Deferred tax liabilities 76.92 26.18 18.85
c. Other long-term liabilities 33.65 15.07 5.36
d. Long-term provisions 37.99 52.40 56.72
933.13 1,995.40 2,574.32
5. CURRENT LIABILITIES
a. Short-term borrowings 290.06 193.03 1,868.95
b. Trade payables 2,161.51 2,592.60 3,975.25
c. Other current liabilities 2,036.91 1,755.96 1,913.09
d. Short-term provisions 12.24 7.70 14.09
4,500.72 4,549.29 7,771.38
13,661.28 15,238.70 19,675.08
B. ASSETS
1. NON-CURRENT ASSETS
a. Fixed assets
i Tangible assets 2,087.58 2,565.98 5,246.59
ii Intangible assets 326.24 267.39 198.80
iii Capital work in progress 389.90 754.82 1,084.38
2,803.72 3,588.19 6,529.77
b. Goodwill on consolidation 2,717.15 2,931.58 2,967.42
c. Non current investments 109.27 0.02 -
d. Deferred tax assets 208.06 227.94 347.78
e. Long-term loans and advances 562.12 897.06 1,055.47
f. Other non current assets 39.41 102.77 90.07
6,439.73 7,747.56 10,990.51
2. CURRENT ASSETS
a. Current investments 81.01 223.33 433.79
b. Trade receivables 2,947.36 2,819.45 3,356.75
c. Cash and cash equivalents 2,713.68 3,006.29 2,336.49
d. Short-term loans and advances 1,273.28 1,114.93 1,293.67
e. Other current assets 206.22 327.14 1,263.87
7,221.55 7,491.14 8,684.57
13,661.28 15,238.70 19,675.08

23
Consolidated profit and loss account for fiscal 2010, 2011 and 2012 and the nine month periods ended
December 31, 2012 and 2011

Fiscal Year Nine Months Ended December 31,

2010 2011 2012 2011 2012
(Audited) (Unaudited)
Amount
Amount Amount Amount Amount
(Rs. in
(Rs. in million) (Rs. in million) (Rs. in million) (Rs. in million)
million)
Income:
Operating revenue(a) 9,095.16 10,210.05 11,233.77 8,076.82 6,318.46
Other operating revenue 8.28 7.88 61.42 42.11 8.00
Other income 152.49 363.42 270.76 169.99 209.33
Total Income 9,255.93 10,581.35 11,565.95 8,288.92 6,535.79
Expenses:
Operational, administrative and
7,729.17 8,678.32 9,541.29 6,834.98 4,345.33
other costs(a)
Employee benefit expenses 565.19 638.68 931.49 683.99 689.43
Finance costs 194.43 191.43 269.24 187.11 307.24
Depreciation and amortisation
328.83 455.82 538.11 390.65 538.54
expenses
Total expenses 8,817.62 9,964.25 11,280.13 8,096.73 5,880.54
Profit before tax and minority
438.31 617.10 285.82 192.19 655.25
interest

Total tax expense 74.08 173.82 100.20 57.46 157.51

Profit after tax and before

364.23 443.28 185.62 134.73 497.74
minority interest
Minority interest 63.12 68.20 45.35 40.47 68.79
Share in profit of associates 0.00 0.18 2.53 4.00 0.00
Profit after tax and minority
301.11 375.26 142.80 98.26 428.95
interest

(a) With effect from April 1, 2012, Media Pro, in its unconsolidated financial results, reports its revenues after deducting the cost of
distribution rights. For the periods prior to, and including, the fiscal year 2012, revenues and distribution costs were reported on a
gross basis by Media Pro and/or Star-DEN, as applicable. The following table sets out the gross and net revenues of Media Pro
and/or Star-DEN, as applicable for the periods indicated:

Fiscal Year Nine Months Ended December 31,

2010 2011 2012 2011 2012
(Audited) (Unaudited)
Particulars
Amount % of Amount % of Amount % of Amount % of Amount % of
(Rs. in Total (Rs. in Total (Rs. in Total (Rs. in Total (Rs. in Total
million) Income million) Income million) Income million) Income million) Income
Operating revenue 5,227.48 56.5 5,348.72 50.5% 5,098.43 44.1 3,682.94 44.4 4,164.77 63.7
Less: Cost of
4,506.75 48.7 4,788.29 45.3 4,646.11 40.2 3,363.74 40.6 3,855.99 59.0
Distribution Rights
Operating
Revenue (net of 720.73 7.8 560.43 5.3 452.32 3.9 319.20 3.9 308.78 4.7
distribution rights)

24
Consolidated cash flows for fiscal 2011 and 2012 and the nine month periods ended December 31, 2012
and 2011

Fiscal Nine Months Ended

December 31,
2011 2012 2012
(Audited) (Unaudited)
Amount Amount Amount
(` in million) (` in million) (` in million)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit/ (loss) before tax 617.10 285.82 655.25
Adjustments for :
Depreciation and amortisation 455.83 538.11 538.54
Interest and other financial expenses 191.86 269.24 307.24
Employee stock compensation expenses 1.95 160.71 28.25
Provision for Impairment 5.00 0.20
Provision for employee benefits 15.04 5.81 9.08
Provision for entertainment tax -
Loss/ (gain) on exchange rate fluctuation unrealized (0.30) 7.92 (0.76)
Doubtful debts and advances written off/provided 162.85 219.38 193.56
Fixed assets/ capital work in progress written off 2.50 0.18 18.38
Interest income (116.56) (127.61) (130.07)
Profit from sale of current investment (31.22) (21.26) (26.16)
Profit from sale of fixed assets (0.10) (2.61) (2.57)
Liabilities written back 133.46 (44.39) (1.03)
Operating profit before working capital changes 1,437.41 1,291.50 1,589.71

Adjustments for :
Decrease/ (increase) in current/non current assets (777.16) (299.21) (1,723.09)
Increase/ (decrease) in current/non current liabilities 359.50 310.24 1,167.67
and provisions
Cash generated from/ (used in) operations 1,019.75 1,302.53 1,034.29
Direct taxes paid (net of refunds) (219.57) (450.78) (496.72)
Net cash from/ (used in) operating activities 800.18 851.75 537.57

B. CASH FLOW FROM INVESTING ACTIVITIES

Increase in goodwill on consolidation (286.46) (99.73) (20.79)
Purchase of mutual fund investment (3,802.93) (2,798.88) (2,613.44)
Sale of investment in subsidiary 9.12 1.29 -
Sale of mutual fund investment 4,670.26 2,788.47 2,429.14
Loan repaid by/ (to) employees/body corporate (net) (13.17) (12.47) 25.68
Advance given for investment (13.24) (5.08) (13.87)
Interest income received 116.78 154.04 88.17
Purchase of fixed assets (including capital advances) (853.94) (1,413.97) (3,454.80)
Proceeds from sale of fixed assets 16.71 87.21 88.59
Net cash from/ (used in) investing activities (156.87) (1,299.12) (3,471.32)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares 50.86
Proceeds from short term borrowings 55.62 4,004.94 1,675.92
Repayment of short term borrowings (21.95) (4,101.97) -
Proceeds from long term borrowings 321.12 1,617.78 1,275.38
Repayment of long term borrowings (524.86) (511.53) (430.97)
Interest paid (191.86) (269.24) (307.24)
Net cash from/ (used in) financing activities (361.93) 739.98 2,263.95
Net increase/ (decrease) in cash and cash equivalents 281.38 292.61 (669.80)
Cash and cash equivalents as at the beginning of the year 2,432.30 2,713.68 3,006.29
Cash and cash equivalents as at the end of the year 2,713.68 3,006.29 2336.49

25
 RECENT DEVELOPMENTS

Our Company has entered into an Investment Agreement dated May 6, 2013 with the GS Entities pursuant to
which our Company will issue, and the GS Entities will purchase, such number of Equity Shares, at the GS
Price, for an aggregate consideration of US$110 million (or approximately ` 6,000 million). The consummation
of the GS Transaction remains subject to, among other things, approval of our Companys shareholders,
regulatory approvals and other customary closing conditions. Upon completion of the GS Transaction, the GS
Entities shall have certain rights, such as, among others, the right to appoint one member to the Company's
board of directors and certain information rights, subject to compliance with applicable laws.

26
 RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Placement Document, including the risks and uncertainties described below, before making an
investment in our Equity Shares. If any of the following risks, or other risks that are not currently known or are
now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer,
the price of our Equity Shares could decline, and you may lose all or part of your investment.

Unless otherwise stated, the financial information used in this section is derived from our audited consolidated
financial statements prepared in accordance with Indian GAAP. The words our, us and we refer to our
Company, our Subsidiaries, associates and Joint Ventures on a consolidated basis.

Risks Related to our Business

1. Our inability to convert our existing analog cable television subscribers, to digital cable services will
adversely affect our business, results of operations and financial condition.

We expect that our future growth will be primarily dependent on the conversion of our analog cable subscribers
to digital cable subscribers. Digital cable television service gives us the ability to earn higher revenues and curbs
the current industry-wide problem of LCOs under-reporting the number of subscribers. Under the four-phased
digitisation policy announced by the MIB, the cable television industry in India will be transitioned to DAS by
December 31, 2014 and all cable operators will be allowed to transmit digital signals only. However, there can
be no assurance that digitisation will adhere to this schedule or the completion date will not be extended or that
we will be able to convert our existing analog cable television subscribers, as well as attract new subscribers, for
our digital cable services. Subscribers may not be willing to pay higher costs for digital television services, or
may find the services offered by our competitors, including by DTH service providers, to be more cost effective
or attractive. Such conversion will also require increased capital expenditure for STBs and improvement of our
cable network. We also cannot assure you that the revenues that we generate from new digital cable television
subscribers will be sufficient to meet this expenditure. Additionally, our ability to increase the total number of
our digital subscribers also depends on the extent to which we are able to digitise an acquired MSOs cable
network and convert their analog cable subscribers to digital cable subscribers.

Our inability to convert our existing analog cable television subscribers, in a cost-effective manner, or at all, or
to attract new subscribers, for our digital cable services will adversely affect our business, results of operations
and financial condition.

2. Our past rate of growth may not reflect our future rate of growth. Further, if we are unable to
manage our growth effectively, our business, financial condition and results of operations may be
adversely affected.

We have grown rapidly since our incorporation in July 2007. We have acquired a majority interest in the
businesses of 118 MSOs while simultaneously expanding our own infrastructure. This has enabled us to expand
our subscriber base from zero at incorporation to an aggregate 11 million subscribers, including 4.1 million
digital cable television subscribers as of April 5, 2013. Our consolidated total income has increased from `
7,193.46 million for the fiscal 2009 to ` 11,565.95 million for the fiscal 2012. Our consolidated total income for
nine months ended December 31, 2012 was ` 6,535.79 million.

Growth of our business and total income in the past may not be reflective of our future growth. In order to
continue to grow, we must continue to expand our infrastructure, convert our analog subscribers to digital,
expand product and programming offerings, manage the selection of programming we offer, including the
structuring of subscriber packages, introduce new models of STBs and additional service features and continue
to acquire new MSOs. Any acquisition may not further our business strategy as we expected, or we may pay
more than the real value of the business of the acquired company or we may not always be able to acquire
adequate number of cable television subscribers at the appropriate cost. These costs may materially increase to
the extent we continue or expand our current sales promotion activities or introduce other more aggressive
promotions, or due to increased competition. Any material increase in acquisition costs from current levels
would negatively impact our earnings and could adversely affect our financial performance. Our business must
be considered in light of the risks and uncertainties inherent in a new venture. We cannot assure you that we will
continue to experience the growth in our subscriber base that we have witnessed during our operating history.

27
As a result, our past performance should not be relied upon to predict our future performance and growth
prospects.

We may also need to alter our business strategies on an ongoing basis to manage our growth and to compete
effectively with other cable television service providers. Further, entering into new regions or spaces may pose
challenges to our management, administrative, financial and operational resources. In order to manage our
continued growth effectively, we must develop and improve our operational, financial and other controls,
effectively withstand pricing and other competitive pressures, effectively manage a growing work force and
hire, train and retain skilled personnel for our management and technical teams. If we are unable to manage our
growth effectively, our business, financial condition and results of operations may be adversely affected.

3. Our acquisition strategy may result in additional risks and uncertainties in our business.

We have achieved growth through acquisition of MSOs and we intend to continue to explore such opportunities
to grow our business. While we do not have any existing agreement for strategic investments or acquisitions or
to enter into joint ventures, we continue to face numerous risks and uncertainties, more particularly, the
following:

in connection with the integration of an acquired MSO, a large number of systems must be assimilated
into our established business, including management information, purchasing, accounting and finance,
billing, payroll and benefits and regulatory compliance;

our ongoing business may be disrupted and our managements attention may be diverted by
acquisition, transition or integration activities;

we may have higher than anticipated costs in continuing support and development of acquired cable
networks or face difficulties in realising projected efficiencies, synergies and cost savings;

we may have problems coordinating the sales and marketing functions of an acquired business with our
existing businesses;

we may face cultural challenges associated with integrating or retaining employees from acquired
businesses; and

our due diligence process may have failed to identify all of the problems, liabilities or other
shortcomings or challenges of an acquired business. While we typically acquire only the assets
(excluding past liabilities) of an MSO, we may face litigation or other claims in connection with the
businesses that we acquire, including claims from customers and other third parties.

These difficulties could disrupt our ongoing business, distract our management and employees and adversely
affect our results of operations. Moreover, even though the share subscription, share purchase and shareholder
agreements that we enter into when acquiring MSO businesses typically contain provisions indemnifying us in
respect of various types of claims, there can be no assurance that we will be successful in making a claim
against the then owners of the MSO in the event that we incur such costs or expenses.

4. We are heavily dependent on LCOs to reach most of our cable television subscribers, to collect
subscription fees, to increase our subscriber base and to maintain our service quality standards. We
may be exposed to liability arising from activities by LCOs that are beyond our control or on losses
caused due to the termination of LCO agreements or otherwise.

We deliver programming on our cable network through LCOs as a last mile link that connects our cable lines
to the homes of our subscribers. We typically enter into affiliation agreements with LCOs, pursuant to which the
LCOs receive our signal feed and agree to offer our cable services rather than the services of a competitor. We
initially agree a set fee payable per month in advance by the LCO but the agreed fee is subject to renegotiation
during the term of the agreement. The affiliation agreements typically do not contain any long-term obligations
for the LCOs to remain affiliated with us and are typically valid for a period of one to five years. However,
under some the affiliation agreements entered into by us, an LCO may terminate the agreement on 30 days
notice provided that all the accounts are fully settled between us and the LCO. Therefore, no LCO is under any
long-term obligation to remain affiliated with us. We compete with other MSOs for the LCOs to offer our cable

28
services. Although we believe that we have established, close relationships with our principal LCOs, our success
will depend upon our ability to retain our relationships with LCOs. Failure to retain our relationships with LCOs
could result in a loss of our subscribers, which would adversely affect our business and results of operations.

We provide training and support to LCOs to ensure that they deliver quality customer service to our subscribers.
However, the quality of a LCOs operations may be lowered by a number of factors beyond our control. LCOs,
which typically have direct contact with subscribers in respect of sales, billing, technical support and general
customer services, may not successfully deliver our services in a manner consistent with our standards and
requirements or may not hire and train qualified personnel in accordance with our standards. Any negative
publicity regarding our brand or services resulting from such circumstances could adversely affect our business
and results of operations.

Further, our subscription revenue is dependent on the LCOs' ability to generate and maintain subscription
revenue. Therefore, any failure by LCOs to collect adequate subscription fees from end subscribers may
adversely affect our business. Certain illegal activities by LCOs could also potentially expose us to liability. For
example, LCOs may offer content on their network which is not legally permitted to transmit. Such actions are
outside our control and may result in us being exposed to adverse publicity, loss of brand value or legal
proceedings in which we are named as parties. Any failure of the LCOs to provide adequate services could
adversely affect our reputation and may expose us to legal and regulatory proceedings.

5. We rely on the cooperation of the minority shareholders of the MSOs in which we have acquired a
majority interest to conduct our operations. If our relationships with these minority shareholders
deteriorate, it could have an adverse effect on our business and results of operations.

Our expansion strategy has been based to a large extent on the acquisition of majority interests in MSOs with a
view to maintaining and leveraging their existing senior managements relationships. Generally, we acquire a
majority interest in a MSO from the senior management of the MSO, who then hold a significant minority
interest in the MSO. We expect such minority shareholders to continue to support the operations and grow the
business. However, if these minority shareholders do not assist us in successfully operating and growing these
MSOs, we could lose subscribers, revenues and market share.

Further, under the terms of the share subscription, share purchase and shareholder agreements pursuant to which
we acquire our majority interests in MSOs, the existing shareholders agree to certain restrictive covenants,
including not to sell their minority shareholdings for a specified period of time and to not to compete directly or
indirectly with the activities of the relevant subsidiary. For more information, see Business. In the event any
of these minority shareholders breach their obligations under such agreements or get into a dispute with us, it
may have an adverse effect on our business, financial condition and results of operations.

6. The television distribution industry is highly competitive, which affects our ability to attract and
retain subscribers.

The television distribution is highly competitive and is often subject to rapid and significant changes in the
marketplace, technology and regulatory and legislative environments. We believe that we compete on pricing,
programming offerings, services, subscriber satisfaction, network quality, content delivery and value-added
services. In some instances, we compete against companies with longer operating histories, easier access to
financing, greater resources and operating capabilities, greater brand name recognition and long-standing
relationships with regulatory authorities. We primarily compete with other cable television service providers in
the markets in which we operate, as well as with DTH service providers, IPTV service providers and their
respective local affiliates. We believe our strongest cable competitors include Hathway, Digicable, Siticable and
InCable. All four of these competitors have a presence in several cities across India. DTH companies that
compete with us include TataSky, DishTV, Airtel Digital TV, Videocon D2H, Sun Direct TV and BIG TV.
Factors such as the development of new technologies and services within the industry may force us to compete
with new types of services offered by other providers. We cannot accurately predict how emerging and future
technological changes will affect our operations or the competitiveness of our services. The success of these
ongoing and future developments could have an adverse impact on our business. Additionally, existing and new
competitors, and in particular competitors with substantially more resources than us, could begin to operate in
the markets that we operate in or identify and acquiring targets being pursued by us. Moreover, the cable
television business is largely unorganised and fragmented and based on local preferences. We may not be able
to adjust the programs and bouquets we offer to cater to the local preferences of our end subscribers as well as
competitors.

29
Increasing competition may require us to expend significant resources on more advanced equipment, enhanced
programming offerings and more sophisticated marketing initiatives, which may increase subscriber acquisition
and retention expenses. Alternatively, we may be required to accept lower subscriber acquisitions and higher
turnover of subscribers in the form of subscriber service cancellations, or churn. We cannot assure you that we
will be able to compete successfully, which could adversely affect our business and results of operations.

7. Our business is subject to extensive governmental regulation, which could have an adverse effect on
our business by increasing our expenses or limiting our operational flexibility.

Our business is subject to extensive regulation by TRAI, the MIB, DoT and other government bodies. Increased
regulation or changes in existing regulation may require us to change our business policies and practices and
may increase the costs of providing services to customers, which could have an adverse effect on our financial
condition and results of operations.

Some of the key regulatory challenges faced by us include:

MIB has notified a four-phase digitisation process for cable television in India which is required to be
completed by December 31, 2014. If there is a substantial delay in the digitisation process, our business
may be adversely affected; for example, the High Courts of Karnataka, Andhra Pradesh and Gujarat
have granted a stay against compulsory cessation of analog transmission in the respective states, which
have resulted in delays in conversion of subscribers to digital services in these states;

MSOs are required to re-transmit signals of television channels received from a broadcaster, on a non-
discriminatory basis to LCOs; MSOs are not allowed to engage in any practice or activity or enter into
any understanding or arrangement, including exclusive contracts with any broadcaster or distributor of
TV channels, that prevents any LCO from obtaining such TV channels;

with respect to area where we do not offer digital services, we are required to maintain quality
standards prescribed by the Standards of Quality of Service (Broadcasting and Cable Services) (Cable
Television Non CAS Areas) Regulation, 2009 and other laws and regulations; any amendment in
such standards may require us to incur costs in order to comply with such laws and regulations; and

the foreign capital that we may raise is restricted under the provisions of Indias current Consolidated
FDI Policy, effective from April 5, 2013 issued by the Department of Industrial Policy and Promotion,
Ministry of Commerce and Industry, Government of India. Foreign investment in our Company is
permitted up to 49.0% of our paid-up Equity Share capital under the automatic route, and up to 74.0%,
with prior approval of the Government of India, subject to, among others, the following conditions:

(i) a majority of our directors and our key executives, including any chief executive officer, chief
officer in charge of technical network operations and chief security officer must be citizens of
India;

(ii) each of our Company, directors, key executives such as any managing director, chief
executive, chief financial officer, chief operating officer, chief technical officer, chief security
officer, any shareholder of our Company who holds 10.0% or more of our paid-up Equity
Share capital, and any other category of persons as may be specified by MIB from time to
time, are required to obtain security clearance from the MIB;

(iii) prior permission of MIB must be obtained for effecting any changes in our Board of Directors,
appointment of Directors and any key executives as mentioned above, and any other
executives as may be specified by the MIB from time to time; and

(iv) security clearance must also be obtained for each foreign personnel likely to be deployed for
more than 60 days in a year by way of appointment, contract, consultancy or any other
capacity for providing any services to our Company. Such security clearance is required to be
renewed every two years.

Some of the key regulatory risks to be faced by us with respect to our broadband cable internet business may
include:

30
 under the ISP license granted to us, we are required to ensure that objectionable, obscene, unauthorised
or any other content, messages or communications infringing copyright, intellectual property rights and
international and domestic cyber laws, in any form or inconsistent with the laws of India, are not
carried in our network; any violation of these requirements can result in penalties and punishment
under Information Technology Act, 2000; and

FDI in ISP activities is restricted to 49% under the automatic route and 74% with prior approval of the
FIPB, respectively, which restricts the amount of foreign capital that we may raise.

Although we believe that we are generally in compliance with such laws and regulations, government
authorities may allege non compliance, and we cannot assure you that we will not be subjected to any adverse
regulatory action in the future. Additionally, we rely on LCOs to provide the last mile connection to our
subscribers. In the event the LCOs we transact with are subject to any adverse regulatory action, we may have
an adverse effect on our business and results of operations. Further, the laws and regulations under which we
operate, and our obligation to comply with them, may result in delays in the development and production of our
services, cause us to incur increased costs by reason of the need to comply with such regulations and prohibit or
severely restrict certain activities that we may seek to carry out in the course of our business. Moreover, the laws
and regulations under which we operate are subject to change and any change to these laws and regulations
could adversely affect our business and results of operations.

8. The growth of our business may require us to obtain additional financing, which we may not be able
to obtain on reasonable terms or at all.

We expect to incur substantial expenditure for the purposes of purchasing STBs and upgrading our equipment
for digitisation, rolling out our broadband services and acquiring majority interests in additional MSOs in the
future. There can be no assurance that we will have sufficient capital to accomplish the planned purchases and
upgrades, roll-out of our broadband services and acquisition of MSOs. Further, because future business
expansion will be dependent in part on the future demand for our services, it is difficult for us to predict with
certainty our future capital expenditure requirements. In the event that we have underestimated our future capital
requirement needs or overestimated future cash flows, we may require additional financing in order to meet our
projected capital and other expenditure requirements. In such an event, no assurance can be given that financing
will be available.

Further, to the extent that we are able to obtain financing when needed, the agreements governing debt financing
may contain certain restrictive covenants that will limit our ability to enter into certain business transactions and
restrict our managements ability to conduct our business. Any financing obtained by the issuance of additional
equity securities would also dilute the ownership interest of holders of our Equity Shares.

9. We are dependent on third parties to provide us with programming content and any increase in
content costs or applicable laws may adversely affect our business, financial condition and results of
operations.

We depend on third parties to provide us with programming content. Our ability to compete successfully
depends on our ability to continue to obtain competitive programming and deliver it to our subscribers at
competitive prices. We may be unable to obtain sufficient high-quality programming for our cable services on
satisfactory terms or at all. This may limit our ability to attract new subscribers and migrate existing subscribers
from lower tier subscription packages to higher tier subscription packages, thereby inhibiting our ability to
execute our business plans.

Significant agreements that we have entered into with content providers for the provision of programming
include those entered into with MSM Discovery Limited, Media Pro, ESPN Software India Private Limited,
Indiacast Media Distribution Private Limited, UTV Global Broadcasting Limited and Media Network &
Distribution India Limited. Our programming agreements generally have terms ranging from one to five years
and contain various renewal and termination provisions. We may be unable to renew these agreements on
favourable terms, in a timely manner, or at all, or these agreements may be terminated prior to the expiration of
their original terms. If we are unable to renew any of these agreements or if a counterparty terminates any of
these agreements, we may be unable to obtain appropriate substitute programming at comparable cost, in a
timely manner, or at all.

31
When offering new programming, or upon expiration of existing contracts, programming suppliers often
increase the rates they charge us for programming, which increases our programming costs. Increases in
programming costs may cause us to increase the rates that we charge our subscribers, which may, in turn,
increase subscriber churn and cause potential subscribers to refrain from subscribing to our services. In addition,
we may be unable to pass programming cost increases on to our subscribers. If our programming costs increase,
our business, financial condition and results of operations may be adversely affected.

Content procurement by cable operators in India, including us, generally takes place through channel
distributors or owners. Under Indian interconnection regulations, all broadcasters and distributors are required to
offer their content to all platforms and operators. We enter into agreements with channel distributors and owners
to license channels for viewing by our subscribers. The major channel distributors and owners, from whom we
license channels or to whom we pay content and programming costs, provide us with access to over 400
channels and services. Any change in Indian interconnection regulations that would permit broadcasters and
distributors to refuse to provide such programming to us or to impose discriminatory terms or conditions may
adversely affect our ability to acquire programming on a cost-effective basis, or at all, which would adversely
affect our business, financial condition and results of operations.

10. This Placement Document contains certain financial data that has not been audited or subjected to
limited review by auditors.

This Placement Document contains (i) the audited consolidated financial statements as of and for the years
ended March 31, 2010, 2011 and 2012, together with the related schedules and notes, audited by auditors of
respective companies; and (ii) the consolidated financial results, including our balance sheet as of December 31,
2012, statements of profit and loss and cash flows and for the nine months ended December 31, 2011 and
December 31, 2012, together with the related schedules and notes, reviewed by auditors of respective companies
in accordance with Auditing and Assurance Standard, SRE 2410. Our auditors, with respect to the financial data
and figures relating to the consolidated financial results as of December 31, 2012 and for the nine months ended
December 31, 2011 and December 31, 2012, have stated that their review, in so far as it relates to the amounts in
respect of certain of our subsidiaries and joint venture considered for purposes of the consolidation, is based
solely on the Companys internal management reports. The aggregate income from operations and assets of
these subsidiaries and joint-ventures constituted 9.6% and 16.9% of our consolidated total income from
operations and consolidated assets as of and for the nine months ended December 31, 2012, respectively. As a
result, the consolidated financial results as of December 31, 2012 and for the nine months ended December 31,
2011 and December 31, 2012 disclosed in this Placement Document may be different if they were subjected to
audit or full review procedures.

As of March 31, and for the fiscal 2010, 2011 and 2012, we have consolidated the financial statements of certain
of our subsidiaries based on the financial statements not audited by the statutory auditors of such subsidiary but
certified by such subsidiarys management. Our share of total assets, total income and profit/(loss) after tax of
such subsidiaries as of and for the fiscal ended March 31, 2010 2011 and 2012, are set out below:

Fiscal Fiscal Fiscal

2010 2011 2012
(in ` million) (in ` million) (in ` million)
Dew Shree Network
Shri Ram Den Network Private Limited
Private Limited
Total Assets 84.76 22.23 15.06
Total Income 55.81 18.99 4.37
Profit/(Loss) after tax (6.32) 2.86 0.15

As a result, our consolidated financial results for the fiscal 2010, 2011 and 2012 disclosed in this Placement
Document may be different if Shri Ram Den Network Private Limited and Dew Shree Network Private Limited
were subjected to audit or full review procedures.

Further, we will continue to acquire new MSOs in the ordinary course of our business and even though we apply
our systems and controls to the operations of such companies, their management may not be able to complete
the preparation of their financial statements or the audit thereon, in a timely manner, or at all. Consequently,
auditors report on our consolidated financial statements for future periods, including for the fiscal year 2013,
may contain similar qualifications.

32
As a result, you should not place undue reliance on such financial information that is not subject to an audit or
review.

11. The financial statements included in this Placement Document may not be comparable.

Pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced with the
Revised Schedule VI which significantly changes the presentation of, and disclosure made in, the financial
statements of Indian companies. Accordingly, we have modified the manner in which we present our financial
statements as of March 31 and for the fiscal 2012 and future periods so that the presentation of our financial
statements is consistent with the Revised Schedule VI, which became applicable to us during the fiscal 2012.
While our audited financial statements as of March 31, and for the fiscal 2012 also contain our financial
statements as of and for the fiscal 2011 prepared in accordance with the Revised Schedule VI, our audited
financial statements as of March 31, and for the fiscal 2011, when presented with our audited financial
statements as of March 31, and for the fiscal 2010, has been presented in accordance with the Old Schedule VI.
As a result, the presentation of our historical audited financial statements as of and for the fiscal 2010 differs
from the presentation of our audited financial statements as of March 31 and for the fiscal 2012, and the
financial statements as of and for the fiscal 2011 are presented in both Revised Schedule VI and Old Schedule
VI formats.

With effect from April 1, 2012, Media Pro, in its unconsolidated financial results, reports its revenues after
deducting the cost of distribution rights. For the periods prior to, and including, the fiscal 2012, revenues and
distribution costs were reported on a gross basis by Media Pro and/or Star-DEN, as applicable. As a result of
such regrouping by Media Pro, our consolidated operational revenue and consolidated operational
administrative and others costs are lower by ` 3,855.24 million for the nine months ended December 31, 2012.

As a result of these differences in presentation, the financial statements included in this Placement Document
may not be comparable.

12. Our revenues are adversely affected by an under-reporting of analog cable subscribers by LCOs.

We deliver the television channels on our cable distribution network through LCOs, who provide the last mile
cable link to the homes of our subscribers. Subscribers pay a fee for the provision of cable television to the
LCOs, who in turn pay an agreed price to us. The non-addressable nature of analog cable television services
technology does not give us the ability to independently determine or verify the number of cable television
subscribers receiving our service through LCOs. Therefore, we are heavily dependent on LCOs to accurately
report the number of subscribers. As is typical in our industry, LCOs substantially under-report the numbers of
their subscribers to us. Such piracy and unauthorized usage may continue to artificially decrease our subscriber
base and adversely affect our subscription revenues.

13. If we are unable to compete effectively for the leisure and entertainment time of consumers, our
business and financial condition would be adversely affected.

Our business is subject to risks relating to increasing competition for the leisure and entertainment time of
consumers, which have become more intense due to advances in technology. Our business competes with all
other sources of entertainment and information delivery, including broadcast television, films, live events, radio
broadcasts, home video products, console games, print media and the internet. Technological advancements,
such as new video formats and internet streaming and downloading, have increased the number of entertainment
and information delivery choices available to consumers and intensified the challenges posed by audience
fragmentation. The increasing number of choices available to audiences could negatively impact demand for our
services. If we do not respond appropriately to further increases in the leisure and entertainment choices
available to consumers, our competitive position could deteriorate and our financial results could suffer.

14. Our substantial indebtedness could adversely affect our business, financial condition and results of
operations.

As of December 31, 2012, we had long-term borrowings of ` 2,493.39 million, current maturities of long-term
borrowings of ` 740.00 million and short-term borrowings of ` 1,868.95 million. Our financing agreements
contain, among others, requirements to maintain certain security margins and financial ratios and also contain
restrictive covenants, such as requiring lender consent for, among others things, issuance of new shares, making
any material changes to constitutional documents, incurring further indebtedness, creating further encumbrances

33
on or disposing of assets, undertaking guarantee obligations, declaring dividends or incurring capital
expenditures beyond certain limits. In addition, some of these agreements have required us to obtain personal
undertakings from our Promoters. There can be no assurance that we will be able to comply with these financial
or other covenants or that we will be able to obtain the consents necessary to take the actions we believe are
necessary to operate and grow our business. Our level of existing debt and any new debt that we incur in the
future has important consequences. For example, such debt could:

increase our vulnerability to general adverse economic and industry conditions;

limit our ability to fund future working capital, capital expenditures and other general corporate
requirements;

require us to dedicate a substantial portion of our cash flow from operations to service our debt;

limit our flexibility to react to changes in our business and in the industry in which we operate;

place us at a competitive disadvantage with respect to any of our competitors who have less debt;

require us to meet additional financial covenants;

limit, along with other restrictive covenants, among other things, our ability to borrow additional funds;
and

lead to circumstances that result in an event of default, if not waived or cured. A default under one debt
instrument may also trigger cross-defaults under other debt instruments.

Any of these developments could adversely affect our business, financial condition and results of operations.

Further, pursuant to a rupee loan agreement dated March 13, 2012 entered into with Infrastructure Development
Finance Company Limited (IDFC), our Company has pledged all of its shareholdings in its Subsidiaries in
favour of IDFC. In the event of default of any of the terms of the loan agreement by our Company, IDFC may
enforce these pledges, resulting in our Company losing its shareholding in its Subsidiaries.

We cannot provide any assurance that our business will generate cash in an amount sufficient to enable us to
service our debt or to fund our other liquidity needs as they come due. In addition, we may need to refinance all
or a portion of our debt on or before maturity. We cannot provide any assurance that we will be able to refinance
any of our debt on commercially reasonable terms, or at all. If we are unable to repay or refinance our
outstanding indebtedness, or if we are unable to obtain additional financing on terms acceptable to us, our
business, financial condition and results of operations may be adversely affected.

15. If our return on capital investment or subscriber acquisition and retention costs do not meet our
expectations, our financial condition may be adversely affected.

We operate in a highly capital-intensive sector. The acquisition of new subscribers is capital intensive due to,
among other things, our inorganic growth strategy by acquisition of MSOs and affiliations with LCOs and our
provision of STBs at subsidized rates. Returns on capital investment typically lag significantly in time to the
related outlays. Our return on capital investment depends upon, among other things, competition, subscriber
acquisition cost, demand, Government of India policies, interest rates and general economic conditions. If our
return on capital investment does not meet our expectations, our financial condition may be adversely affected.

We also incur costs relating to the retention of subscribers. Churn may have a significant effect on our
subscriber retention costs, and our ability to limit subscriber churn is critical to our business. Churn adversely
affects our ability to recover costs related to the subsidy of STBs. Any increase in our subscriber retention costs
for our existing subscribers may adversely affect our business and financial condition or cause us to increase our
subscription rates, which could increase churn. Churn may also increase due to factors beyond our control,
including churn by subscribers who are unable to pay their monthly subscription fees, a slowing economy,
consumer fraud, a maturing subscriber base and competitive offers. Any increase in our subscriber acquisition or
retention costs as a result of these factors could adversely affect our financial condition.

34
16. A significant portion of our revenue consists of placement fees, which are dependent upon the
continued demand of channels to be placed in certain preferred frequencies.

We derive a substantial portion of our operating revenue from placement income. These fees are paid to us by
broadcasters and content aggregators for carrying their channels and placing their channels on their preferred
channel number or position in the logical channel numbering (LCN) and the package in case of digital
services or preferred signal and frequency band in case of analog services. Placement fees are determined by the
households we reach, the availability of preferred position on the LCN or the frequency band, the geographic
regions in which we operate and competition among television broadcasters for the preferred position on the
LCN and the package or the frequency band. In the event of any decline in the growth of the broadcasting
business in India or if new channels are not introduced, our revenues may decrease.

Further, revenues from placement fees depend upon the availability of the position on the LCN or the
frequencies. If the position on the LCN and the package or the frequencies requested by a broadcaster has
already been provided to another, we may not be able to provide such broadcaster with the same position on the
LCN and the package or the frequency, thereby adversely affecting our business and results of operations. If we
are unable to provide the position on the LCN and the package or the frequency requested by the broadcaster,
our revenue from placement fees may be adversely affected.

17. Problems with the service quality or performance of our digital platform could result in a decrease
in the number of our subscribers and revenues.

Actual problems (such as systems failures caused by fire, earthquakes, severe storms, other natural disasters,
power loss, telecommunications failures, network software flaws, industrial actions, civil disturbances, acts of
terrorism and other catastrophic events) or perceived problems with the quality of our services may lead to a
lack of consumer confidence and harm our ability to successfully market our service offerings. Most commonly,
we face problems of cable wire disconnection which leads to temporary stoppage of our services in such areas.
Such deficiencies in services adversely affect our reputation and could lead to litigation. Further, in areas where
such disruptions take place on a frequent basis, we may not be able to collect subscription fees or may be
required to refund fees for the period of disconnection. In addition, we may need to incur substantial costs in
order to address any quality issues. If we are unable to provide high quality digital cable and broadband
services, our credibility and market acceptance of our service offerings could be adversely affected.

18. We have limited experience in providing cable broadband internet services and may not be able to
compete effectively.

We have an all-India ISP license and intend to expand our broadband internet services to our digital cable
subscribers. Our broadband cable internet services will compete with fixed telephony carriers and other
broadband internet access providers, as well as providers of dial-up internet access and with emerging
technologies for the provision of broadband internet services. We believe that our main competitors in this
market will be MTNL, BSNL, Tata Indicom, Bharti Airtel, Sify and Reliance Communications. There can be no
assurance that we will be able to successfully compete against the established players in the market.

19. Our business may not be compatible with delivery methods of broadband services developed in the
future and our service offerings may not be compatible with future industry standards.

We face the risk that fundamental changes may occur in the delivery of Internet access services. Currently, we
plan to provide our broadband services that can be accessed primarily through computers and are delivered by
modems using HFC Network. We may not keep up with the pace of the change that takes place in wireless
technologies. As the Internet becomes accessible by Wimax enabled devices, 3G cellular telephones, personal
data assistants, television STBs and other consumer electronic devices, and becomes deliverable through other
means involving digital subscriber lines, or wireless transmission mediums, we may have to modify our existing
technology to accommodate these developments. Acquiring this advanced technology, whether directly through
internal development or by third-party licenses, may require substantial time and expense. We may be unable to
adapt our Internet service business to alternate delivery systems and new technologies may not be available to us
at all.

20. The success of our broadband may be slowed or halted by high costs and other obstacles in India.

Bandwidth, the measurement of the volume of data capable of being transported in a communications system in

35
a given amount of time, remains expensive in India. We plan to lease all the international bandwidth that we
intend to use to provide broadband services from other gateway providers. There are only few gateway
providers of international bandwidth in India and consequently, the price that they may charge may not be
competitive. Although prices for bandwidth in India have substantially declined recently, they are relatively
high compared to western countries due to, among other reasons, capacity constraints and lack of competition.
As increase in international bandwidth costs would increase our operating costs and may adversely affect our
profitability.

Further, the market penetration rates of personal computers and online access in India is low. Alternate methods
of obtaining access to the Internet, such as through STBs for televisions, are currently not popular in India.
There can be no assurance that the number or penetration rate of personal computers in India will increase
rapidly, or at all, or that alternate means of accessing the Internet, which we can service through our existing
broadband technology, will develop and become widely available in India. Customers will have to bear
significant costs for obtaining the hardware and software necessary to connect to the internet in India. If such
costs do not become affordable, our broadband services subscriber base will be curtailed, which may adversely
affect our business and results of operations.

21. If the broadcasters who provide us with signal input for the provision of their programming
encounter any technical failures, our business and results of operations may be adversely affected.

In order to successfully operate our business, we depend on third-party broadcasters for the input of their signals
to provide us with programming. If such broadcasters encounter technical failures in the provision of their input,
we may be unable to provide uninterrupted programming offerings to our subscribers or the audio-visual quality
of such programming may be reduced. If we are unable to provide our programming as a result of such technical
failures, our business and results of operations may be adversely affected.

22. We are involved in a number of legal and regulatory proceedings that, if determined against us,
could have an adverse effect on our business and reputation, financial condition and results of
operations.

Our Company, our Subsidiaries and joint ventures are party to various legal proceedings that are incidental to
our business and operations. Legal proceedings filed against our Company include a criminal proceeding
alleging broadcast of certain false news, civil suit filed by shareholders of one of our Subsidiaries seeking return
of certain shares held by our Company in the Subsidiary and civil suit filed by ESPN Software India Private
Limited seeking directions from the Telecom Disputes Settlement Appellate Tribunal to restore the services of
ESPN in our Companys analogue cable networks. These legal proceedings are pending at different levels of
adjudication before various courts, tribunals, statutory and regulatory authorities, and other judicial authorities,
and if determined against them, could have an adverse impact on our business, financial condition and results of
operations. No assurance can be given as to whether these legal proceedings will be decided in our favour or
have an adverse outcome, nor can any assurance be given that no further liability will arise out of these claims.
Damages awarded by Indian courts may vary and are unpredictable. For details, see Legal Proceedings. Any
adverse decision may have an adverse effect on our business and reputation, financial condition and results of
operations.

23. We require certain approvals or licenses in the ordinary course of business, and the failure to obtain
them in a timely manner, or at all, could adversely affect our business, results of operations and
financial condition.

We require certain approvals, licenses, registrations and permissions for operating our business, some of which
may expire in the future for which we may be required to obtain renewals. These include the DAS licenses,
registrations with the postal department of the respective cities in which we operate as well as the ISP license
issued by the Department of Telecommunications, Government of India with respect to our broadband cable
internet business. Further, we may be required to comply with certain conditions set out in the licenses and
approvals granted to us. If we fail to obtain any of these approvals, licenses or renewals in a timely manner, or at
all, or fail to comply with the conditions set forth in such approvals, our business, results of operations and
financial condition could be adversely affected.

24. We depend on a limited number of third party suppliers and licensors and if we are unable to
procure the necessary equipment, software or licenses on reasonable terms and on a timely basis,
our ability to offer services could be impaired.

36
We depend significantly on a limited number of third party suppliers, producers and licensors to supply the
hardware, software and operational support necessary to deliver our services, including digital STBs, routers and
fibre-optic cables. If the demand for these products exceeds the production capacity of the vendors that we use
or if these vendors experience operating or financial difficulties, the need to procure or develop alternative
sources of the affected materials could adversely affect our ability to deliver services in a timely fashion, or at
all.

Further, except for equipment relating to our encryption technology, which we source from NDS Limited, we
have not entered into any long-term agreements with our vendors for the supply of equipment, software licenses
or services and there can be no assurance that we will be able to source the delivery of these components and
software licenses from third parties, in a cost-efficient and timely manner, or at all. Additionally, we source our
encryption technology from a single third party and any inability in the renewal of the contract on terms
acceptable to us may have an adverse effect on our business and results of operations. We cannot assure you in
such event that we would be able to enter into a similar arrangement with supplier on terms favourable to us.
These events could adversely affect our business and operations.

25. We import a significant portion of the equipment used in our business and as a result we are subject
to foreign currency fluctuations in respect of purchases made in various foreign currencies.

We import a significant portion of the equipment, such as digital STBs, used in our business, and as a result, we
are subject to foreign currency fluctuations in respect of such purchases made in various foreign currencies.
Further, any political or economic disturbances in the countries from where we import could interrupt the timely
supply of these equipments. The exchange rate between the Rupee and other currencies, including the US
Dollar, the British Pound Sterling, the Euro, the Chinese Yuan and the Japanese Yen, has changed substantially
in recent years and may fluctuate substantially in the future. We also do not have any outstanding forward
contracts to hedge the risk of fluctuations in foreign exchange rates. Therefore, such fluctuations may have an
adverse effect on our results of operations.

26. The phase-wise analog subscriber numbers included in this Placement Document is not derived
from any independent third party source.

While the MPA Report January 2013 states that the total number of our subscribers, including our analog
subscribers, is 11.0 million, the phase-wise number of our analog subscribers included in this Placement
Document is based on our internal estimates and have not been independently verified by us or derived from any
independent third party source. The non-addressable nature of analog cable television services technology does
not give us the ability to independently determine the number of cable television subscribers receiving our
service through LCOs. Therefore, you should not place undue reliance on this information.

27. We may be unsuccessful in implementing new value-added services for our digital cable service
subscribers.

We believe that ability to provide unique and compelling value-added services will be an important
differentiator among television operators. We have limited prior experience in delivering such services and we
may not be able to successfully provide these services due to unpredictable technical, operational or regulatory
challenges. Further, there can be no assurance that these services will generate significant revenue.

We may rely on third-party service providers, including technology platform and content providers, to offer
value-added services. We may not have control over such third parties and we will continue to be exposed to the
risk that they do not perform their obligations in accordance with the agreed service standards in a timely
manner or at all, in which event our revenues from value added services may be adversely affected. We may be
unsuccessful in implementing new value-added services for our digital cable service subscribers, which may
have an adverse effect on business and results of operations.

28. We may not be able to successfully maintain the brand image of our existing offerings or effectively
build the brand image of our new offerings, bundled offerings and brand extensions, which may
affect our performance.

Our success, especially in relation to our proposed expansion of broadband internet services as well as digital
cable services, depends significantly on our ability to maintain the DEN brand and effectively build the brand
image of our new offerings, bundled offerings and brand extensions. To increase our brand recognition, we

37
believe we must continue to devote significant time and resources to advertising and promotions. These
expenses may not result in an increase in favourable recognition of our brands or a sufficient increase in
revenues to cover such advertising and promotional expenses.

29. Programming signals may be stolen, which could result in lost revenues and cause us to incur
operating costs that do not result in increase in number of subscribers.

Theft of cable content is widespread in India. Specifically, delivery of analog subscription content is more
susceptible to theft than digital subscription content because signals transmitted via an analog platform are not
protected by encryption technology. A significant proportion of our subscribers still use our analog platform and
will continue to do so till DAS is fully implemented in their respective areas. Till such time, our ability to
protect analog signals from theft or monitor possible theft may be very limited.

We have undertaken various initiatives with respect to our DAS implementation in compliance with the
requirements of the MIB to further enhance the security of our signals. To help combat signal theft, we provide
our customers with advanced encryption technology that we believe significantly enhance the security of our
signal. However, we cannot guarantee that our encryption technology is are or will be effective enough to
prevent the theft of our programming signals. Further, there can be no assurance that we will succeed in
developing or implementing the technology we need to effectively restrict or eliminate signal theft. If we cannot
promptly correct a compromise of programming signals, our revenue and our ability to contract for video and
audio services provided by programmers could be adversely affected. Where subscription content is stolen, we
would not receive revenues from those stealing our signals and this would adversely affect our total income.
Further, we may also face additional liabilities under our content sourcing agreement where we typically
indemnify the content providers for any losses caused by unauthorized access. Certain of our content sourcing
agreements have expired in the ordinary course of our business and we are in the process of renewing these
agreements. In addition, our operating costs could increase if we attempt to implement additional measures to
combat signal theft, which could adversely affect our business and results of operations.

30. The joint venture agreements governing the operation and management of Media Pro and STAR-
DEN contain certain restrictive provisions, which, if our relationship with Media Pro or any of the
other parties to these agreements deteriorates, or on the occurrence of certain specified events, could
adversely affect our business and results of operations.

We hold an effective 25% interest in Media Pro, which is a joint venture between Star-DEN and Zee-Turner,
which is the exclusive distributor of more than 70 television channels, including the entire STAR group of
channels, the entire NDTV group of channels, MGM, Zee and Turner group of channels to various television
distribution platforms, such as cable television, DTH satellite television, HITS, MobileTV and IPTV in India,
Bhutan and Nepal.

The joint venture agreements governing the operation and management of Media Pro and STAR-DEN contain
certain non-compete and non-solicit restrictions, a lock-up and other limitations on transfers and a shareholder
capital call requirement. Our ability to appoint board members to the board of directors of, and, in turn, our
ability to exercise influence over, the joint ventures will depend on maintaining our shareholding, and
participating in capital calls, with respect to each joint venture. Moreover, if we breach certain provisions of the
STAR-DEN joint venture agreement or experience a change of control or become insolvent, SIPL has an option,
expiring 30 days after the occurrence of such event, to purchase 1.0% of the interest in STAR-DEN at a discount
of 20.0% over the fair market value price of such interest. If SIPL exercises this option, we have the right to sell
our remaining stake in STAR-DEN to SIPL on the same terms and at the same value. For details, see
Organizational Structure and Major Shareholders.

The success of each of these joint ventures depends on the continued cooperation of the respective joint venture
partners. Any deterioration in our relationships with respect to the joint venture or its participants could
adversely affect our business and results of operations.

31. Media Pro may not be able to licence the distribution rights for television channels on commercially
acceptable terms, or at all. Additionally, non-renewal of existing exclusive distribution agreements
with television broadcasters may have an adverse effect on our business and results of operations.

Media Pro has entered into various channel distribution agreements with certain television broadcasters. Media
Pro currently has the exclusive right to distribute more than 70 channels for a period ranging from two to seven

38
years. During the term of such channel distribution agreements, Media Pro has obtained the exclusive right to
distribute the television channels through cable, DTH and other mediums in India, Bhutan and Nepal. Media Pro
enters into agreements with television channel distribution companies for the allotment and placement of the
broadcasters channels on the network of such television channel distribution companies for a commercially
negotiated consideration. However, there can be no assurance that Media Pro will be able to enter into such
agreements with television channel distribution companies on commercially acceptable terms, or at all.

There can be no assurance that Media Pro will be able to renew its agreements either with the television channel
broadcasters or with television channel distribution companies. This may have an adverse effect on the business
and result of operations of Media Pro and may therefore have an adverse effect on our business and results of
operations.

32. Broadcasters may prohibit or curtail us in certain respects from offering their channels as part of
packages we market to attract and retain cable television subscribers, which may adversely affect our
results of operations.

Our marketing strategy to attract subscribers includes channel bouquets, which is the aggregation of certain
channels into packages at a price less than the sum of the prices of such channels on an a la carte basis. Such
packages may include channels of different genres and do not take into account the preferences of broadcasters.
If broadcasters prohibit or restrict such packages by insisting that their channels are included only in packages of
their choice or with channels of certain other broadcasters, we may not be able to offer attractive packages to
our subscribers, which may reduce our ability to attract and retain subscribers, which may in turn affect our
results of operations.

33. We may be unable to keep pace with changes in technology and existing and future technological
developments may allow new competitors to emerge.

The entertainment, media industry and ISP industry are characterised by rapid changes in technology and the
introduction of new products and services. Technological developments within the cable distribution services
include changes that may result in improved utilization of capacity, more robust content recording features and
new interactive content. Consumers may also choose to consume digital media through other platforms, such as
computers, mobile phones, tablet computers and other devices capable of being used to view media content.
Such changes could adversely affect our ability to maintain, expand or upgrade our systems and respond to
competitive pressures. We cannot assure you that we will be able to fund the capital expenditures necessary to
keep pace with future technological developments. We also cannot assure you that we will successfully
anticipate the demand for products and services requiring new technology. If we are unable to keep pace with
changes in technology and provide advanced services in a timely manner, or to anticipate the demands of the
market place, our business and results of operations could be adversely affected.

While we are aware of the existing and still evolving types of technology that we are competing against, such as
DTH satellite services and IPTV services in the entertainment and media industry, we may not be able to foresee
how these technologies will evolve. In addition, we may not be able to foresee the emergence of new
technologies that would also compete with our cable television distribution services or broadband services in the
future.

Future technological advances may require us to expend financial resources in the development or
implementation of new competitive technologies. We may not have sufficient financial resources to fund new
technology or access new resources. Our failure to introduce new technology and services as rapidly as those of
our competitors could adversely affect our business and results of operations.

34. We depend on computer technologies and network infrastructure, including leased fibre optic
connectivity, and disruptions in such systems could harm our reputation and results of operations.

Our success depends, in part, on the continued and uninterrupted performance of our information technology
and network systems. Our systems are vulnerable to damage from a variety of sources, including
telecommunications failures, power loss, malicious human acts and natural disasters. Moreover, despite security
measures, our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar
disruptive problems. Despite the precautions we have taken, unanticipated problems affecting our systems could
cause failures in our information technology systems or disruption in the transmission of signals. Sustained or
repeated system failures that interrupt our ability to provide service to our customers or otherwise meet our

39
business obligations in a timely manner would adversely affect subscriber satisfaction.

If our information technology systems are subject to a natural disaster, terrorism, a computer virus, a power loss,
other catastrophe or unauthorized access, our operations and customer relations could be adversely affected.
Any failure in the operation of our information technology systems could result in business interruption, which
may adversely affect our reputation, weaken our competitive position and have an adverse effect on our business
and results of operations.

In addition, we also lease much of our fibre optic network from third party vendors. We do not have direct
control over leased cables, including control over maintenance of these cables. Moreover, the parties leasing the
cables to us retain responsibility for repairing any breakages or other damage to the cables that we lease from
them. If the third party service provider fails to repair a breakage or other damage in a timely manner, our cable,
and broadband services that we intend to launch in the future, transmitted may remain disrupted for an extended
period of time. Failure to properly maintain or promptly repair the relevant cables by the third party service
provider could result in reduced revenues, increased costs, service disruptions, loss of customers and damage to
our reputation.

35. Our business relies on intellectual property, some of which is owned by third parties, and we may
inadvertently infringe patents and proprietary rights of others.

Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual
property rights that cover or affect products or services related that we currently offer or may offer in the future
or equipments or technologies that we use in our operations. In general, if it is determined that one or more of
our services, products, technologies or equipment used to transmit or receive our services infringes intellectual
property owned by others, we and the relevant manufacturers or vendors may be required to cease developing or
marketing those services and products, to obtain licenses from the owners of the intellectual property or to
redesign those services and products in such a way as to avoid infringing the intellectual property rights. If a
third party holds an intellectual property right, it may charge us or the relevant manufacturers to use its
intellectual property at an increased cost, which could adversely affect our competitive position.

We cannot estimate the extent to which we may be required in the future to obtain intellectual property licenses
or the availability and cost of any such licenses. We may also be held liable to pay damages in patent
infringement cases. There can be no assurance that the courts will conclude that our services or the products
used to transmit or receive our services do not infringe on the rights of third parties, that we or the
manufacturers would be able to obtain licenses from these persons on commercially reasonable terms or, if we
were unable to obtain such licenses, that we or the manufacturers would be able to redesign our services or the
products used to transmit or receive our services to avoid infringement. To the extent that we are required to pay
royalties to third parties to whom we are not currently making payments or held liable for any infringements,
these increased costs of doing business could have an adverse affect on our business and results of operations.

36. We are dependent on a number of key personnel and the loss of such persons, or our inability to
attract and retain key personnel in the future, could adversely affect us.

Our success depends on the continued services and performance of the members of our management team and
our other key employees. Competition for senior management personnel in the cable industry is intense, and we
may not be able to retain our existing senior management personnel, attract senior management personnel of
similar capabilities or employ new senior management personnel in the future.

The success of our business will depend on our ability to identify, attract, hire, train, retain and motivate skilled
professionals to build and maintain our network. Demand for qualified professional personnel is high and such
personnel are in limited supply. Our professionals are highly sought after by our competitors as well as other
Indian companies, particularly as Indias economy continues to grow and mature. We cannot assure you that we
will be successful in recruiting and retaining a sufficient number or personnel with the requisite skills to replace
those personnel who leave. Further, we cannot assure you that we will be able to re-deploy and re-train our
personnel to keep pace with continuing changes in our business.

The loss of the services of our senior management team or other key personnel could adversely affect our
business and our results of operations.

40
37. We face various risks related to the outsourcing of certain of our business operations.

Our 16-hour subscriber call centre is conducted through a third party. We may be unable to exercise the
sufficient level of control over the call centre operator. The call centre operator may fail to meet its obligations
or perform its services in a way that we determine to be satisfactory, which may adversely affect our reputation
and ability to serve our customers effectively. Any failure by call centre operator to adequately conduct its
customer support functions may adversely affect our reputation, business, financial condition and results of
operations.

38. We may face labour disruptions that would interfere with our operations.

We are exposed to the risk of strikes and other industrial actions. As at March 31, 2013, we had 563 employees
(not including STAR-DEN and Media Pro employees). None of our employees belong to any trade union. While
we believe our relationship with our employees is generally good, we cannot assure you that we will not
experience any strike, work stoppage or other such industrial action in the future. Also, we cannot assure you
that significant suppliers that we use will not also experience, or that the LCOs affiliated with us will not
participate in any strikes, work stoppages or other such industrial action in the future. Any such event could
disrupt our operations, possibly for a significant period of time, result in increased wages and other costs and
otherwise have an adverse effect on our business and results of operations.

39. Wage increases in India may reduce our profit margins.

One of our significant costs is payment of salaries and related benefits to our operations staff and other
employees. Because of rapid economic growth, increased demand for services and increased competition for
skilled employees in India, wages for skilled employees are increasing at a faster rate in India than in the United
States and Europe. We may need to increase the levels of employee compensation more rapidly than in the past
to remain competitive in attracting and retaining the quality and number of skilled employees that our
businesses require. Wage increases in the long-term may reduce our competitiveness and our profitability.

40. Our insurance coverage may not adequately protect us against all material hazards.

We believe that we have insured ourselves against a majority of the risks associated with our business. Our
significant insurance policies provide cover for risks relating to physical loss, theft or damage to our assets, as
well as business interruption losses. In addition, we have obtained separate insurance coverage for personnel-
related risks for some of our personnel. While we believe that the policies that we maintain would reasonably be
adequate to cover all normal risks associated with the operation of our business, there can be no assurance that
any claim under the insurance policies maintained by us will be addressed fully, in part or on time, or that we
have obtained sufficient insurance (either in amount or in terms of risks covered) to cover all material losses. To
the extent that we suffer loss or damage for events for which we are not insured or for which our insurance is
inadequate, the loss would have to be borne by us, and, as a result, our results of operations and financial
condition could be adversely affected.

The price, terms and availability of insurance fluctuate significantly and all insurance policies on equipment
may not continue to be available on commercially reasonable terms or at all. In addition to higher premiums,
insurance policies may provide for higher deductibles, shorter coverage periods and health-related policy
exclusions.

41. We have entered into, and will continue to enter into, related party transactions.

We have in the course of our business entered into transactions with related parties such as the Promoters and
entities affiliated with the Promoters, including other members of the Promoter Group. While we believe that all
such transactions have been conducted on an arms length basis, there can be no assurance that we could not
have achieved more favourable terms had such transactions not been entered into with related parties.
Furthermore, it is likely that we may enter into related party transactions in the future. There can be no
assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business
and results of operations.

41
42. Our Promoters and Promoter Group will continue to hold a significant portion of our equity share
capital after this Placement and can therefore influence the outcome of any shareholder vote.

After the completion of this Placement, the Promoters and Promoter Group will own approximately 48.71%
(excluding Equity Shares to be issued in the GS Transaction) of the Companys outstanding Equity Shares. Our
Company has also entered into an Investment Agreement dated May 6, 2013 with the GS Entities pursuant to
which our Company will issue, and the GS Entities will purchase, such number of Equity Shares, at the GS
Price, for an aggregate consideration of US$110 million (or approximately ` 6,000 million). The consummation
of the GS Transaction remains subject to, among other things, approval of our Companys shareholders,
regulatory approvals and other customary closing conditions.

So long as the Promoters and Promoter Group own a significant portion of the Companys Equity Shares, they
will be able to significantly influence the election of members in the Board of Directors and control most
matters affecting the Company, including the appointment and removal of the Companys officers, the
Companys business strategies and policies, any decisions with respect to mergers, business combinations and
acquisitions or dispositions of assets, the Companys dividend policies and the Companys capital structure and
financings. Further, to the extent that they hold a significant portion of the Companys Equity Shares, they could
delay or prevent a change of management or control of the Company, even if such a transaction may be
beneficial to the other shareholders of the Company. The interests of the Promoters and Promoter Group, as the
controlling shareholders of the Company, could also conflict with the Companys interests or the interests of the
Companys other shareholders. As a result, the Promoters may take actions with respect to the Companys
business that may conflict with the Companys interests or the interests of the other shareholders of the
Company.

External Risks

43. A slowdown in economic growth in India and other countries in which we operate could cause our
business to suffer.

Our performance and the growth of our business are necessarily dependent on the health of the overall Indian
economy. Indias economy could be adversely affected by a general rise in interest rates, inflation, natural
disasters, increases in commodity and energy prices, and protectionist efforts in other countries or various other
factors. For the month of March 2103, the inflation rate in India was 5.96%, based on monthly wholesale price
index. An increase in inflation in India could cause a rise in the price of wages or some of our other expenses.
The current slowdown in the Indian economy has also adversely affected expectations of reforms from the
current Government, including its ability to implement its growth strategy and consider future expansion plans.
While the current Government has encouraged private participation in various sectors, any adverse change in, or
failure to successfully implement, policies could further adversely affect the Indian economy.

Moreover, the global economy is currently in a state of uneven recovery. Indias economy has been affected by
the current and sustained global economic uncertainties, including periods of volatility in interest rates, inflation,
currency exchange rates, commodity and power prices, adverse conditions affecting agriculture and other
factors. As a result, a slowdown in the Indian and global economies could adversely affect our business.

44. Political instability or changes in the Government could adversely affect economic conditions in
India generally and our business, prospects, financial condition and results of operations.

The Government has traditionally exercised, and continues to exercise, significant influence over many aspects
of the economy. Our business, and the market price and liquidity of our Equity Shares, may be affected by
interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or
social developments in or affecting India. Since 1991, successive Governments have pursued policies of
economic liberalisation and financial sector reforms. However, the rate of economic liberalisation could change
and we cannot assure you that such policies will be continued. A change in the Government or in the
Governments future policies could affect business and economic conditions in India and could also adversely
affect our business, prospects, financial condition and results of operations.

45. The occurrence of natural or man-made disasters could adversely affect our business, results of
operations and financial condition.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions,

42
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely
affect our business, results of operations and financial condition. The spread of pandemic diseases, or the
occurrence of natural disasters, in India or the international markets in which we operate, could restrict the level
of economic activities generally or slow down or disrupt our business activities, which could in turn adversely
affect our business, results of operations and financial condition as well.

46. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries
could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may adversely affect consumer confidence and the Indian and
worldwide financial markets. In addition, any deterioration in relations between India and its neighbouring
countries might result in investor concern about regional stability. India has also experienced civil disturbances
due to adverse social, economic and political events, which could continue in the future. The materialisation of
any of these risks could adversely affect investors perceptions of India and Indian companies, our business and
results of operations. Additionally, any deterioration in relations between India and neighbouring countries
could adversely affect investor sentiment on regional stability.

47. Any downgrade of credit ratings of India may adversely affect our ability to raise debt financing.

Indias sovereign foreign currency long-term debt is currently rated (i) BBB- (negative) by Standard &
Poors, (ii) BBB- (negative) by Fitch and (iii) Baa3 (stable) by Moodys. Between April and June 2012,
Standard and Poors and Fitch each downgraded Indias sovereign credit outlook from stable to negative,
citing the absence, or inadequacy, of domestic reforms. These ratings reflect an assessment of the Indian
governments overall financial capacity to pay its obligations and its ability or willingness to meet its financial
commitments as they become due.

No assurance can be given that Standard & Poors, Fitch, Moodys or any other statistical rating organisation
will not downgrade the credit ratings of India. Any such downgrade would result in Indias sovereign debt rating
being rated speculative grade, which could adversely affect our ability to raise additional financing and the
interest rates and other commercial terms at which such additional financing is available. This could have an
adverse effect on our business and financial performance.

48. A decline in Indias foreign exchange reserves may affect liquidity and interest rates in the Indian
economy, which could adversely impact our financial condition.

According to a weekly statistical supplement released by RBI, Indias foreign exchange reserves totalled over
US$ 294.76 billion as of April 19, 2013. Flows to foreign exchange reserves can be volatile, and past declines
may have adversely affected the valuation of the Rupee. Further declines in foreign exchange reserves, as well
as other factors, could adversely affect the valuation of the Rupee and could result in reduced liquidity and
higher interest rates that could adversely affect our future financial performance and the market price of the
Equity Shares.

49. Our transition to the use of the IFRS converged Indian Accounting Standards may adversely affect
our financial condition and results of operations.

On February 25, 2011, the Ministry of Corporate Affairs, Government of India (MCA), notified that the IFRS
converged Indian Accounting Standards (IND AS) will be implemented in a phased manner and stated that
the date of implementation of IND AS will be notified by the MCA at a later date. There is no significant body
of established practice on which to draw from in forming judgments regarding the implementation and
application of IND AS. Additionally, IND AS has fundamental differences with IFRS and as a result, financial
statements prepared under IND AS may be substantially different from financial statements prepared under
IFRS. As we adopt IND AS reporting, we may encounter difficulties in the ongoing process of implementing
and enhancing our management information systems. Moreover, there is increasing competition for the small
number of IFRS-experienced accounting personnel available as Indian companies begin to prepare IND AS
financial statements. The adoption of IND AS by us and any failure to successfully adopt IND AS in accordance
with the prescribed timelines could result in operational delays and resulting penalties.

43
50. Indian corporate and other disclosure and accounting standards differ from those observed in other
jurisdictions such as U.S. GAAP and IFRS.

Our financial statements are prepared in accordance with Indian GAAP, which differs in significant respects
from U.S. GAAP and IFRS. As a result, our financial statements and reported earnings could be significantly
different from those which would be reported under U.S. GAAP or IFRS, which may be material to your
consideration of the financial information prepared and presented in accordance with Indian GAAP contained in
this Placement Document. You should rely on your own examination of our Company, the terms of the
Placement and the financial information contained in this Placement Document.

Risks relating to the Placement

51. We cannot guarantee that our Equity Shares issued pursuant to the Placement will be listed on the
Stock Exchanges in a timely manner, or at all.

In accordance with Indian law and practice, after our Board passes the resolution to Allot the Equity Shares but
prior to crediting such Equity Shares into the Depository Participant accounts of the QIBs, we are required to
apply to the Stock Exchanges for final listing approval. After receiving the final listing approval from the Stock
Exchanges, we will credit the Equity Shares into the Depository Participant accounts of the respective QIBs and
apply for the final trading approval from the Stock Exchanges. There could be a failure or delay in obtaining
these approvals from the Stock Exchanges, which in turn could delay the listing of our Equity Shares on the
Stock Exchanges. Any failure or delay in obtaining these approvals would restrict your ability to dispose of your
Equity Shares.

52. An investor will not be able to sell any of our Equity Shares subscribed in this Placement other than
on a recognized Indian stock exchange for a period of 12 months from the date of this Placement.

The Equity Shares in this Placement are subject to restrictions on transfers. Pursuant to the SEBI ICDR
Regulations, for a period of 12 months from the date of the issue of Equity Shares in the Placement, QIBs
subscribing to the Equity Shares in the Placement may only sell their Equity Shares on the Stock Exchanges and
may not enter into any off market trading in respect of these Equity Shares. We cannot be certain that these
restrictions will not have an impact on the price and liquidity of the Equity Shares.

53. The price of our Equity Shares may be volatile.

The trading price of our Equity Shares may fluctuate after this Placement due to a variety of factors, including
our results of operations and the performance of our business, competitive conditions, general economic,
political and social factors, the performance of the Indian and global economy and significant developments in
Indias fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the
Indian cable television industry and the perception in the market about investments in the cable television
industry, changes in the estimates of our performance or recommendations by financial analysts and
announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital
commitments. In addition, if the stock markets in general experience a loss of investor confidence, the trading
price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating
results. The trading price of our Equity Shares might also decline in reaction to events that affect other
companies in our industry even if these events do not directly affect us. Each of these factors, among others,
could adversely affect the price of our Equity Shares.

54. Information and rights of shareholders under Indian law may be more limited than under the laws
of other jurisdictions.

Our constitutional documents and various provisions of Indian law govern our corporate affairs. Legal principles
relating to these matters and the validity of corporate procedures, directors fiduciary duties and liabilities, and
shareholders rights may differ from those that would apply to a company in another jurisdiction. Shareholders
rights and disclosure standards under Indian law may not be as extensive as under the laws of other countries or
jurisdictions. Investors may have more difficulty in asserting their rights as our shareholders than as a
shareholder of a corporation in another jurisdiction. See Description of the Equity Shares.

44
55. Fluctuations in the exchange rate between the Rupee and the U.S. dollar could have an adverse
effect on the value of our Equity Shares, independent of our operating results.

Our Equity Shares are quoted in Rupees on the Stock Exchanges. Any dividends in respect of our Equity Shares
will be paid in Rupees and subsequently converted into U.S. dollars for repatriation. Any adverse movement in
exchange rates during the time it takes to undertake such conversion may reduce the net dividend to investors. In
addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a sale of
Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for the
sale of Equity Shares, may reduce the net proceeds received by shareholders. The exchange rate between the
Rupee and the U.S. dollar has changed substantially in the last two decades and could fluctuate substantially in
the future, which may have an adverse effect on the value of our Equity Shares and returns from our Equity
Shares, independent of our operating results.

56. Any future issuance of Equity Shares by us or sales of our Equity Shares by any of our significant
shareholders may adversely affect the trading price of our Equity Shares.

Any future issuance of our Equity Shares by us could dilute your shareholding. Any such future issuance of our
Equity Shares or sales of our Equity Shares by any of our significant shareholders may also adversely affect the
trading price of our Equity Shares, and could impact our ability to raise capital through an offering of our
securities. We cannot assure you that we will not issue further Equity Shares or that the shareholders will not
dispose of, pledge or otherwise encumber their Equity Shares. In addition, any perception by investors that such
issuances or sales might occur could also affect the trading price of our Equity Shares.

57. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity
Shares.

Under current Indian tax laws, capital gains arising from the sale of Equity Shares within 12 months in an Indian
company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India if Securities Transaction Tax
(STT) has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on
which our Equity Shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to
an Indian resident, which are sold other than on a recognised stock exchange and on which no STT has been
paid, will be subject to long term capital gains tax in India. Further, any gain realised on the sale of listed equity
shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains
arising from the sale of our Equity Shares will be exempt from taxation in India in cases where the exemption
from taxation in India is provided under a treaty between India and the country of which the seller is resident.
Generally, Indian tax treaties do not limit Indias ability to impose tax on capital gains. As a result, residents of
other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of our
Equity Shares. The above statements are based on the current tax laws. However, the Government has proposed
the introduction of the Direct Taxes Code (DTC), which will revamp the implementation of direct taxes. If the
same is passed in present form by both houses of Indian Parliament and approved by the President of India and
then notified in the Gazette of India, the tax impact mentioned above will be altered by the DTC.

58. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of our Equity
Shares.

Under foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing and reporting
requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing or reporting
requirements and does not fall under any of the exceptions referred to above, then the prior approval of the RBI
will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India will require a no objection or a tax
clearance certificate from the income tax authority. We cannot assure you that any required approval from the
RBI or any other Government agency can be obtained on any particular terms or at all.

45
59. There are restrictions on daily movements in the price of the Equity Shares, which may adversely
affect a shareholders ability to sell, or the price at which it can sell, Equity Shares at a particular
point in time.

The Equity Shares will be subject to a daily circuit breaker imposed on listed companies by all stock exchanges
in India, which does not allow transactions beyond a certain volatility in the price of the Equity Shares. This
circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by
SEBI on Indian stock exchanges. The percentage limit on the Equity Shares circuit breaker will be set by the
stock exchanges based on historical volatility in the price and trading volume of the Equity Shares. The stock
exchanges are not required to inform us of the percentage limit of the circuit breaker and they may change the
limit without our knowledge. This circuit breaker would effectively limit the upward and downward movements
in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the
ability of shareholders to sell Equity Shares or the price at which shareholders may be able to sell their Equity
Shares.

46
 MARKET PRICE INFORMATION

Source: www.nseindia.com and www.bseindia.com, the websites of NSE and BSE, respectively

Our Equity Shares are listed on the BSE and NSE since November 24, 2009. As the Equity Shares are actively
traded on the BSE and the NSE, our stock market data has been given separately for each of these Stock
Exchanges.

The tables below set forth, for the periods indicated the high, low and average closing prices and the trading
volumes on the NSE and the BSE for our Equity Shares.

As of March 31, 2013, 134,024,101 Equity Shares have been issued and are fully paid up.

A. The following tables set forth the reported high, low and average of the closing prices of our Equity Shares
on the NSE and the BSE and number of Equity Shares traded on the days, such high and low prices were
recorded for the fiscal 2013, 2012 and 2011.

NSE

Year Face High Date of High No. of Total Low Date of No. of Total Average
ending value (` ) Equity Volume (` ) Low Equity Volume price
of the Shares of Shares of for the
Equity traded on Equity traded on Equity year
Shares date of Shares date of Shares (`)*
(` ) high traded low traded
on date on date
of high of low
(` in (R. in
million) million)
Fiscal 10 238.9 25-Jan-13 1,044,897 238.1 88.1 18-May-12 110,554 10.0 157.8
2013
Fiscal 10 115.2 12-Mar-12 157,267 16.5 35.1 19-Aug-11 762,188 29.1 81.1
2012
Fiscal 10 254.4 6-Aug-10 3,726,346 883.4 77.5 29-Mar-11 894,449 72.4 194.6
2011
* Average of the daily closing prices
Note: High and low prices are based on daily closing prices

BSE

Year Face High Date of No. of Total Low Date of No. of Total Average
ending value (` ) High Equity Volume (` ) Low Equity Volume price
of the Shares of Shares of for the
Equity traded on Equity traded Equity year
Shares date of Shares on date Shares (`)*
(` ) high traded of low traded
on date on date
of high of low
(` in (` in
million) million)
Fiscal 10 238.4 25-Jan-13 134,775 31.0 88.2 6-Jun-12 817 0.1 150.9
2013
Fiscal 10 110.9 18-May- 8,237 0.9 35.3 19-Aug- 193,795 7.6 76.6
2012 11 11

Fiscal 10 256.0 6-Aug-10 1,528,242 362.0 78.2 29-Mar- 46,548 3.8 185.6
2011 11

* Average of the daily closing prices

Note: High and low prices are based on daily closing prices

B. The following tables set forth the reported high and low closing prices of our Equity Shares recorded on the
NSE and the BSE and the number of Equity Shares traded on the days such high and low prices were
recorded and the volume of Equity Shares traded in each of the last six months.

47
NSE

Month High Date No. of Equity Low Date No. of Total Average Equity Shares
(`) of Equity Shares (`) of Equity Volume price traded in the month
High Shares traded Low Shares of Equity for the
traded on date traded Shares month
on date of high on date traded on (`)* volume (` in
of high (` in of low date of million)
million) low (` in
million)
April 222.9 30- 219,195 48.4 191.5 2-Apr- 263,023 52.61 209.9 174,086 734.7
2013 Apr- 13
13
March 199.9 19- 213,453 41.7 178.2 22- 550,514 102.0 191.6 4,870,700 929.0
2013 Mar- Mar-
13 13

February 232.0 4- 171,683 39.2 183.1 28- 654,962 127.4 216.8 3,973,752 847.6
2013 Feb- Feb-
13 13

January 238.9 25- 1,044,897 238.1 195.0 7-Jan- 253,788 50.9 212.5 11,267,797 2,417.0
2013 Jan- 13
13

December 210.0 21- 354,055 71.9 185.0 17- 203,194 38.0 197.7 4,391,451 872.7
2012 Dec- Dec-
12 12

November 206.1 30- 690,099 140.5 169.0 16- 665,544 122.3 185.4 9,785,310 1,835.1
2012 Nov- Nov-
12 12

* Average of the daily closing prices

Note: High and low prices are based on daily closing prices

BSE

Month High Date No. of Equity Low Date No. of Total Average Equity Shares
(`) of Equity Shares (`) of Equity Volume price traded in the month
High Shares traded Low Shares of for the
traded on date traded Equity month
on date of high on date Shares (`)* volume (` in
of high (` in of low traded million)
million) on date
of low
(` in
million)
April 222.8 30- 17.405 3.8 192.0 1- 11,238.0 2.2 209.4 454,317 116.2
2013 Apr-13 Apr-
13
March 200.3 19- 53,979 10.5 176.0 4- 53,058.0 10.2 191.6 4,870,700 929.0
2013 Mar- Mar-
13 13

February 231.2 4-Feb- 35,106 8.0 183.5 28- 67,413.0 13.2 216.8 3,973,752 847.6
2013 13 Feb-
13

January 238.4 25- 134,775 31.0 183.5 7-Jan- 51,820.0 10.3 212.5 11,267,797 2,417.0
2013 Jan-13 13

December 210.0 21- 64,631 13.1 185.5 17- 42,085.0 7.9 197.7 4,391,451 872.7
2012 Dec- Dec-
12 12

November 206.4 30- 163,372 33.2 169.0 20- 24,572.0 4.3 185.4 9,785,310 1,835.1
2012 Nov- Nov-
12 12

48
 Month High Date No. of Equity Low Date No. of Total Average Equity Shares
(`) of Equity Shares (`) of Equity Volume price traded in the month
High Shares traded Low Shares of for the
traded on date traded Equity month
on date of high on date Shares (`)* volume (` in
of high (` in of low traded million)
million) on date
of low
(` in
million)

* Average of the daily closing prices

Note: High and low prices are based on daily closing prices

The closing prices of our Equity Shares on the NSE and the BSE were ` 194.45 and ` 194.20, respectively on
April 1, 2013; the trading days immediately following the days on which the resolution of the Board to approve
the Placement was passed.

49
 USE OF PROCEEDS

The total proceeds of the Placement will aggregate ` 2,711.42 million. After deducting fees and expenses of
approximately ` 110 million, the net proceeds of the Placement will be approximately ` 2,600 million.

Subject to compliance with applicable laws and regulations, our Company intends to use a portion of the net
proceeds of the Placement to meet long-term funding requirements for developing the required infrastructure for
digitization, (including purchasing and installing of set top boxes) for completion of the four-phased digitization
policy announced by the MIB and increasing market share through further acquisitions.

Further, our Company intends to use a portion of the net proceeds of this Placement to meet funding
requirements to launch broadband internet offerings as well as to meet other approved general corporate
purposes.

We cannot estimate the amounts to be used for the purposes set forth above. The amounts and timing of any
expenditures will depend on the amount of cash generated by our operations, competitive and market
developments. In accordance with the decision of our Board, our management will have significant flexibility in
applying the net proceeds of this offering. Pending utilization for the purposes described above, our Company
intends to temporarily invest funds in high quality creditworthy, interest/ dividend bearing liquid instruments,
including money market mutual funds and deposits with banks and corporates. Such investments will be in
accordance with the investment policies approved by the Board, from time to time, and in accordance with all
applicable laws and regulations.

50
 CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization and total debt as of December 31, 2012 (based on our unaudited
consolidated interim financial statements), as of March 31, 2012 (based on our audited consolidated financial
statements), and as adjusted to give effect to the Placement. This table should be read in conjunction with the
Selected Financial Information, Risk Factors, Managements Discussion and Analysis of Financial
Condition and Results of Operations and other financial information contained in the Financial Statements.

(In `Million)
As of March 31, 2012 As of December 31, 2012
(Unadjusted) Unadjusted As adjusted for the
Placement
Shareholders funds
Share Capital 1,329.90 1,346.85 1,471.51
Reserve and surplus 6,715.61 7,206.72 9,793.48
Total shareholders funds (A) 8,045.51 8,553.57 11,264.99

Loan funds
Long term borrowings 1,901.75 2,493.39 2,493.39
Short term borrowings 193.03 1,868.95 1,868.95
Total debt (B) 2,094.78 4,362.34 4,362.34
Total capitalization (A+B) 10,140.29 12,915.91 15,627.33
*For details relating to DEN ESOP, see Board of Directors and Key Managerial Personnel Payment or Benefit to Officers of our
Company.

Note: Our Company has entered into an Investment Agreement dated May 6, 2013 with the GS Entities
pursuant to which our Company will issue, and the GS Entities will purchase, such number of Equity Shares, at
the GS Price, for an aggregate consideration of US$110 million (or approximately ` 6,000 million). The
consummation of the GS Transaction remains subject to, among other things, approval of our Companys
shareholders, regulatory approvals and other customary closing conditions. Upon completion of the GS
Transaction, the GS Entities shall have certain rights, such as, among others, the right to appoint one member to
the Company's board of directors and certain information rights, subject to compliance with applicable laws.

51
 DIVIDENDS

The declaration and payment of dividends by our Company is governed by the applicable provisions of the
Companies Act and our Articles of Association and will depend on a number of other factors, including the
results of operations, financial condition, capital requirements and surplus, the performance of our Subsidiaries,
and other factors considered relevant by the Board of Directors. Our Company has not declared dividend on
Equity Shares for fiscal 2012, 2011 and 2010. For further information, see Description of the Equity Shares.

52
 MANAGEMENTS DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
unaudited consolidated financial statements as of December 31, 2012 and for the nine months ended December
31, 2011 and 2012, and our audited consolidated financial statements as of and for the fiscal ended March 31,
2010, 2011 and 2012, including the notes thereto and reports thereon, each included in this Placement
Document. You should also read the sections titled Risk Factors and Forward Looking Statements
included in this Placement Document which discuss a number of factors and contingencies that could affect our
financial condition and results of operations.

Our financial statements included in this Placement Document are prepared in accordance with Indian GAAP,
which differs in certain material respects from IFRS and U.S. GAAP. Our fiscal ends on March 31 of each year.
Accordingly, all references to a particular fiscal are to the 12 months ended March 31 of that year.

Overview

We are the largest cable television distribution company in India in terms of subscribers. We serve an estimated
11 million homes across India. (Source: MPA Report January 2013) As of April 5, 2013, we had a total of 4.1
million digital subscribers. We currently provide cable television services in 161 cities across 13 states in India,
including the National Capital Region of Delhi, Kerala, Uttar Pradesh, Karnataka, Maharashtra, Gujarat,
Haryana, Bihar, Jharkhand, Rajasthan, West Bengal, Madhya Pradesh and Uttarakhand.

As of March 31, 2013, we have acquired a majority interest in the businesses of 118 MSOs while
simultaneously expanding our own infrastructure. Currently, our cable television services is supported by 115
analog head-ends, 18 digital head-ends and more than 12,400 kilometres of HFC network. We utilise LCOs to
provide the last mile cable link to reach our subscribers.

We currently offer up to 255 video channels, with multiple audio-feeds, where available, through our digital
cable television services and up to 100 channels through our analog cable television service.

We also hold an effective 25% equity interest in Media Pro, which is a joint venture between Star-DEN and
Zee-Turner. Media Pro is the exclusive distributor of more than 70 television channels, including the entire
STAR group of channels, the entire NDTV group of channels, MGM, Zee and Turner group of channels to
various television distribution platforms, such as cable television, DTH satellite television, HITS, mobile and
IPTV in India, Bhutan and Nepal. Star-DEN is a 50:50 joint-venture between our Company and SIPL.

We own and operate certain local brand television channels from each of our head-ends, which are telecast
exclusively on our cable distribution network. These channels primarily telecast films, music, devotional
programmes or local news and events. We derive advertising revenue from these channels.

We have received a DAS licence from TRAI for operating in Mumbai, Delhi, Kolkata and Chennai as well as
cities and areas to be covered under subsequent phases of the digitisation process. Further, we have an all-India
internet service provider license to provide internet services, which we intend to roll out across our service areas
after completion of each phase of the digitisation process.

Factors Affecting Our Results of Operations, Cash Flows and Financial Condition

Digitisation

We expect that our future growth in the near-term will primarily be dependent on the conversion of our analog
cable subscribers to digital cable subscribers. Conversion to digital cable television services will result in higher
revenues from our subscribers and would curb the current industry-wide problem of LCOs under reporting the
number of subscribers. Under the four-phased digitization policy announced by the MIB, the cable television
distribution industry in India will be transitioned to DAS by December 31, 2014 requiring cable operators will
be required to transmit digital signals through addressable STBs only. The Phase I and Phase II of the
digitisation process was required to be completed on October 31, 2012 and March 31, 2013 and as of April 5,
2013, we had approximately 2.0 million and 2.0 million digital subscribers in the Phase I and Phase II cities,
respectively. However, our ability to convert our existing analog subscribers depends on several factors,
including:

53
 Our ability to incur increased capital expenditure for STBs and improvement of our cable network;
Subscriber preference for services offered by our competitors, including by DTH service providers;
Availability of STBs at acceptable prices and in a timely manner; and
Regulatory directives with respect to schedule of implementation.

Number of Cable Television Subscribers

We deliver television channels on our cable distribution network through LCOs, who provide the last mile
cable link to the homes of our subscribers. Our revenues from cable television are based on the number of
subscribers connected to our LCOs. The number of subscribers we have is affected by several factors, including:

our MSO acquisition strategy and our resultant geographic reach;

our relationship with the minority shareholders of the MSOs acquired by us;
our relationships with LCOs; and
competition with other television distributors.

For our digital services, the LCOs are required to collect the subscription fee from the subscribers and remit the
collected amount to us based on the number of STBs issued to them by us after deducting their commission.
However, in respect of our analog subscribers, who currently constitute the majority of our subscribers, we do
not have the ability to independently determine the number of subscribers that any given LCO has and must
instead rely on the information provided by the LCOs.

Placement Income

We receive placement income from television broadcasters and content aggregators for carrying their channels
and placing their channels on their preferred channel number or position in the logical channel numbering
(LCN) and the package in case of digital services or preferred signal and frequency band in case of analog
services. This is of particular relevance because where the channel is placed on the LCN or on the frequency
band can impact the viewership of the channel. Some positions in the LCN or the frequencies therefore
command a premium in the market and broadcasters are willing to pay us for placing their channels on these
positions or frequencies. Such fees are generally negotiated and paid by broadcasters that are generally for a
term of 12 months. We generally agree to a fixed fee for the term of the agreement, payable in equal monthly or
quarterly installments. The amount we receive for placement is dependent on the availability of preferred
position on the LCN and the package or the frequency bandwidth, the geographic regions we operate in and
competition among television broadcasters.

Content Cost

We source programming content from third parties. Our ability to compete successfully depends on our ability
to continue to obtain competitive programming at competitive prices. Significant agreements that we have
entered into with content providers for the provision of programming include those entered into with MSM
Discovery Limited, Media Pro, ESPN Software India Private Limited, Indiacast Media Distribution Private
Limited and UTV Global Broadcasting Limited. Our programming agreements are generally entered for specific
territories, have fixed fee provisions and terms ranging from one to five years with customary renewal and
termination provisions. When offering new programming, or upon expiration of existing contracts,
programming suppliers generally increase the rates they charge us for programming, which increases our
programming costs. Our results of operation are dependent on our ability to pass programming cost increases on
to our subscribers.

Our Ability to Integrate the Operations of the MSOs Acquired by us

The focus of our growth strategy has been to acquire majority interests in established MSOs to expand our
geographic reach. We acquire, aggregate and expand the businesses of existing MSOs to achieve economies of
scale, deliver a standardized service and provide broadcasters a single point of connect with millions of
subscribers. Since our incorporation, we have acquired a controlling interest in the businesses of 118 MSOs
while simultaneously expanding our own infrastructure. We intend to consolidate our position and further
expand our geographic reach by acquiring majority interests in MSOs. Our growth will continue to depend on
our ability to successfully integrate the operations of the newly acquired businesses. In connection with the
integration of an acquired MSO, our managements attention is diverted by the acquisition, transition or

54
integration activities and employees and a large number of systems must be assimilated into our established
business, including management information, purchasing, accounting and finance, billing, payroll and benefits
and regulatory compliance.

Other Factors

For a discussion of other factors that affect or could affect our results of operations and financial condition, such
as changes in government laws or regulations, see Risk Factors.

Note Regarding Presentation

Basis of Preparation

Pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced with the
Revised Schedule VI which significantly changes the presentation of, and disclosure made in, the financial
statements of Indian companies. Accordingly, we modified the manner in which we presented our financial
statements as of March 31, and for the fiscal 2012 and future periods so that the presentation of our financial
statements is consistent with the Revised Schedule VI, which became applicable to us during the fiscal 2012.
Though our audited financial statements as of March 31, and for the fiscal 2011 and 2010 were prepared in
accordance with the Old Schedule VI, our audited financial statements as of March 31, and for the fiscal 2012
also contain our financial statements as of March 31, and for the fiscal 2011 prepared in accordance with the
Revised Schedule VI. In addition, we have prepared and presented our statement of profit and loss for the fiscal
2010 in accordance with Revised Schedule VI for the purposes of this Placement Document.

Our financial statements are prepared and presented under the historical cost convention, on the accrual basis of
accounting and in accordance with the Generally Accepted Accounting Principles ("GAAP") in India, and
comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006, to the
extent applicable and in accordance with the relevant provisions of the Companies Act.

Our audited consolidated financial statements for the fiscal 2010, 2011 and 2012 are prepared in accordance
with the principles and procedures prescribed by Accounting Standard 21 Consolidated Financial Statements,
Accounting Standard 23 Accounting for Investments in Associates in Consolidated Financial Statements and
Accounting Standard 27 Financial Reporting of Interests in Joint Ventures prescribed by the Companies
(Accounting Standards) Rules 2006 for the purpose of preparation and presentation of consolidated financial
statements.

Our unaudited interim consolidated financial statements as of and for the nine months ended December 31, 2012
and 2011 have been prepared in accordance with the recognition and measurement principles laid down in
Accounting Standard (AS-25) on Interim Financial Reporting notified under the Companies (Accounting
Standards) Rules, 2006 and other accounting principles generally accepted in India.

As of March 31, and for the fiscal 2012, 2011 and 2010, we have consolidated the financial statements of certain
of our subsidiaries based on the financial statements not audited by the statutory auditors of such subsidiary but
certified by such subsidiarys management. Our share of total assets, total income and profit/(loss) after tax of
such subsidiaries as of and for the fiscal ended March 31, 2010, 2011 and 2012, are set out below:

Fiscal Fiscal Fiscal

2010 2011 2012
(` in million) (` in million) (` in million)
Dew Shree Network
Shri Ram Den Network Private Limited
Private Limited
Total Assets 84.76 22.23 15.06
Total Income 55.81 18.99 4.37
Profit/(Loss) after tax (6.32) 2.86 0.15

For the nine months ended December 31, 2012, we have consolidated the interim financial information of
certain subsidiaries and a joint venture based on the interim financial information as certified by the respective
company's management and which were not reviewed by the statutory auditors of these subsidiaries and the
joint venture company. Our share of total assets in these subsidiaries and the joint venture was ` 3,316.23
million and ` 15.06 million as of December 31, 2012 and March 31, 2012, respectively. Total income from
these subsidiaries and the joint venture company was ` 627.56 million and ` 1,993.36 million for the nine

55
months ended December 31, 2012 and December 31, 2011 respectively and loss after tax for the nine months
ended December 31, 2012 and profit after tax for the nine months ended December 31, 2011 was ` 48.67
million and ` 28.32 million, respectively.

Comparability

As of March 31, 2010 and 2011, we owned or had a controlling interest in the businesses of 69 and 85 MSOs,
respectively. In addition, we acquired an effective 25% interest in Media Pro in July 2011 and owned or had
controlling interests in 103 MSOs, as of March 31, 2012. Therefore our results of operations for the fiscal 2010,
2011 and 2012 are not directly comparable. As of December 31, 2011 and 2012, we owned or had a controlling
interest in the businesses of 100 and 118 MSOs, respectively. Therefore, our results of operations for the nine
months ended December 31, 2011 and 2012 are also not directly comparable.

With effect from April 1, 2012, Media Pro, in its unconsolidated financial results, reports its revenues after
deducting the cost of distribution rights. For the periods prior to, and including, the fiscal 2012, revenues and
distribution costs were reported on a gross basis by Media Pro and/or Star-DEN, as applicable. As a result of
such regrouping by Media Pro, our consolidated operational revenue and consolidated operational
administrative and others costs are lower by ` 3,855.24 million for the nine months ended December 31, 2012.
The corresponding figures in our consolidated financial results for the previous period are therefore not
comparable. However, this regrouping does not have any effect on our consolidated net profits for the nine
months ended December 31, 2012.

Critical Accounting Policies

Our management has evaluated the accounting policies used in the preparation of our financial statements and
related notes and believes those policies to be reasonable and appropriate. In applying accounting principles in
accordance with Indian GAAP, we are required to make estimates and assumptions about future events that
affect the amounts reported in our financial statements and the accompanying notes. Future events and their
effects cannot be determined with absolute certainty. Therefore, our management must make estimates which
require the exercise of judgment. Examples of such estimates include estimates of income taxes, future
obligations under employment retirement benefit plans, provision for doubtful debts and advances and estimated
useful life of tangible and intangible assets. Actual results could differ from these estimates, and any such
differences may be material to the financial statements. Any revision to accounting estimates is recognised
prospectively in the current and future periods.

We consider an accounting estimate to be critical if: (a) the accounting estimate requires us to make assumptions
about matters that were highly uncertain at the time the accounting estimate was made, and (b) changes in the
estimate that are reasonably likely to occur from period to period, or use of different estimates that we
reasonably could have used in the current period, would have a material impact on our financial condition or
results of operations.

There are other items in our financial statements that require estimation, but are not deemed critical as defined
above. Changes in estimates used in these and other items could have a material impact on our financial
statements.

We believe the following are our critical accounting policies:

Revenue Recognition

Income from Operations

Income from operations include income from subscription, placement of channels, activation fees for STBs,
advertisement revenue, fees for rendering management, technical and consultancy services and other related
services.

Service based revenue is recognized upon completion of services in accordance with the terms of contracts with
the customers. Period based services are accrued and recognized pro-rata over the contractual period. Activation
fees for STBs is recognized at the end of the month when the STBs are activated. Revenue billed but not
recognized at the end of the year is disclosed as advance billing under current liabilities.

56
Sale of Equipment

Revenue is recognized when the significant risks and rewards of ownership of the equipment have been
passed to the buyer. The time of transfer and the amount is determined based on our arrangement with
the buyers.

In case of VAT collected on sales, the exclusive method is followed and where sales and expenditure
does not include such amount, VAT collected is disclosed under current liabilities and is not routed
through profit and loss account, in accordance with the Guidance Note of State Value Added Tax
issued by ICAI.

Other Income

Profit on sale of investment in mutual funds is recorded on transfer of title and is determined as the
difference between the sales price and the carrying value of the investment.

Interest on the deployment of surplus funds is recognized using the time-proportion method, based on
interest rates implicit in the transaction.

Dividend and interest income are recognized when the right to receive such dividend is established.

Tangible Assets

Fixed assets are stated at the cost of acquisition reduced by accumulated depreciation. The actual cost
capitalized includes purchase price and all other attributable costs of bringing the assets to working
condition for intended use.

Assets are capitalized on the date when they are ready for intended use. STBs are capitalized at the end
of the month of activation.

Fixed assets under construction, advances paid towards acquisition of fixed assets and cost of assets not
ready for intended use at the balance sheet date, are disclosed as capital work in progress.

Intangible Assets

Intangible assets acquired in business acquisitions are stated at fair value as determined by our
management on the basis of valuation by expert valuers, less accumulated amortisation.

Other intangible assets are stated at cost of acquisition less accumulated amortisation. The actual cost
capitalized includes purchase price, and all other attributable costs of bringing the assets to working
condition for intended use.

Depreciation and Amortisation

Depreciation on fixed assets except leasehold improvements is provided on the straight-line method over their
estimated useful lives, as determined by our management, at the rates which are equal to or higher than the rates
prescribed under Schedule XIV of the Companies Act. Depreciation is charged on a pro-rata basis for assets
purchased or sold during the year. Assets costing less than ` 5,000 are fully depreciated in the year of purchase.

Our managements estimate of the useful life of the various fixed assets is set out below:

Building .................................................................................... 60 years

Head-end and distribution equipment ....................................... 6 to 15 years
STBs ......................................................................................... 8 years
Computers ................................................................................. 6 years
Office and other equipment ...................................................... 3 to 10 years
Furniture and fixtures ............................................................... 6 years
Vehicles .................................................................................... 6 to 10 years
Software .................................................................................... 5 years

57
Leasehold improvements are amortized over the lower of the useful life or the period of the lease. The license
fee for internet service is amortized over the period of the license agreement. Fixed assets acquired through
business purchases are depreciated over the useful life of five years as estimated by an approved valuer.
Intangible assets comprising distribution network rights and goodwill are amortized on a straight line method
over their estimated useful lives, determined by management to be five years.

Impairment of Assets

At each balance sheet date, we review the carrying amounts of our fixed assets to determine whether there is any
indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of
the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of
an assets net selling price and value in use. In assessing value in use, the estimated future cash flows expected
from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of time value of money and the risks specific to the
asset.

Reversal of impairment loss is recognized immediately as income in the profit and loss account.

Results of Operations

Income

Our total income comprises our income from operations and other income.

Income from Operations

Our income from operations comprises our operating revenue and other operating revenue.

Operating Revenue

Our operating revenue comprises the following:

Subscription fees from cable television: We earn revenues from the delivery of cable television services. In
case of analog services, we initially agree a set monthly fee payable by the LCO but the agreed fee is subject to
renegotiation during the term of the agreement. For our digital services, the LCOs are required to collect the
subscription fee from the subscribers and remit the collected amount to us based on the number of STBs issued
to them by us after deducting their commission. We recognize this revenue at the end of each month. We also
receive revenue from the activation of STBs, which is recognized at the end of the month in which the STB is
activated.

Placement Income: We receive placement income from certain television broadcasters and content aggregators
to ensure that we will place their channels on their preferred signal and frequency band. We generally enter
into placement contracts for a period of one year. We generally agree to a fixed fee for the term of the
agreement, payable equal monthly or quarterly installments.

Advertising revenue: Our advertising revenue relates to our own brand television channels that are telecast
exclusively on our cable distribution network. We earn revenues from our own brand television channels by
selling advertising spots that are interspersed in our channels regular programmes, by selling sponsorship
rights to certain content and from stills, banner advertisements and screen crawlers that are displayed on the
bottom of the television screen while regular content is broadcast. We recognize revenue from advertising
when the advertisement is broadcast.

Income from Star-DENs Operations: We consolidate 50% of Star-DENs income corresponding to our 50%
equity stake in Star-DEN. Star-DEN consolidates 50% of Media Pros income corresponding to its 50% equity
stake in Media Pro.

58
Other Operating Revenue

Our other operating revenue comprises the following:

Income from Sale of Equipment: Our income from sale of equipment comprises the sale of spare equipment to
MSOs.

Commission Income: Our commission income relates to certain pre-payment discounts offered to us by one of
our content providers in form of commission payments.

Other Income

Our other income primarily comprises income from the following: (i) profit on the sale of current investments;
(ii) interest income from fixed deposits, loans and income tax refunds; (iii) gain on foreign exchange
fluctuation; (iv) other non-operating income such as profit on sale of fixed assets, provisions written back and
miscellaneous income.

Expenses

Our expenditure comprises operational, administrative and other costs, employee benefit expenses, finance
costs and depreciation and amortisation.

Operational, administrative and other costs

Our operational, administrative and other costs primarily comprise the following:

Content costs, which are (a) the fees we pay to television broadcasters or content aggregators for the
right to telecast the channels on our network and (b) for the periods prior to April 1, 2012, Star-DENs
share of the licence fees paid by Media Pro to various television broadcasters for which it has acquired
distribution rights. We recognize content costs as an expense on a pro-rata monthly basis;

Placement fees, (which are part of the fees we receive from television broadcasters or content
aggregators) is the fee which we pay to certain distributors/companies in consideration for placement
of the channels in the stipulated position in the LCN and the package or the frequency.

Repair and maintenance to plant and machinery and other items;

Consultancy, professional and legal charges;

Advertising, publicity and business promotion expenses;

Leaseline expenses;

Travelling and conveyance expenses;

Distributor commission, which is the commission paid to distributors on our subscription and
advertisement revenue in consideration for them managing the relationship with LCOs in a particular
area, primarily the National Capital Region of Delhi;

Rent and hire charges, which includes, lease expenses for our offices, control rooms and head-ends;

Provision for doubtful debts/advances; and

Other miscellaneous expenses.

Employee Benefit Expenses

Our employee benefit expenses comprise employee salaries, allowances and bonuses, employee stock
compensation expenses, contribution to employees provident fund and other funds and staff welfare expenses.

59
Finance Costs

Our finance costs consists primarily of interest on loans from banks, interest on vehicle finance leases
obligations, bank charges and other costs.

Depreciation and Amortisation

Depreciation costs are the depreciation charges on our capital expenditure. Our capital expenditures include
expenditure on leasehold improvements for fitting out our leased premises, plant and machinery, such as head -
end and distribution equipment, STBs, computers, furniture and fixtures, vehicles and computer software.

Segment Reporting

We are engaged in the distribution and promotion of television channels and related services, which is our only
reportable business segment and our operations are based entirely in India. Therefore, we do not have any
business or geographical segment reporting.

Results of Operation

The following table sets forth, for the periods indicated, certain items from our consolidated financial
statements, in each case also stated as a percentage of our total income:

Fiscal Nine Months Ended December 31,

2010 2011 2012 2011 2012
(Audited) (Unaudited)

Amount % of Amount % of Amount % of Amount % of Amount % of

(` in Total (` in Total (` in Total (` in Total (` in Total
million) Income million) Income million) Income million) Income million) Income
Income:
Operating
9,095.16 98.3 10,210.05 96.5 11,233.77 97.1 8,076.82 97.4 6,318.46 96.7
revenue(a)
Other operating
8.28 0.1 7.88 0.1 61.42 0.5 42.11 0.5 8.00 0.1
revenue
Other income 152.49 1.6 363.42 3.4 270.76 2.3 169.99 2.1 209.33 3.2
Total Income 9,255.93 100.0 10,581.35 100.0 11,565.95 100.0 8,288.92 100.0 6,535.79 100.0
Expenses:
Operational,
administrative and 7,729.17 83.5 8,678.32 82.0 9,541.29 82.5 6,834.98 82.5 4,345.33 66.5
other costs(a)
Employee benefit
565.19 6.1 638.68 6.0 931.49 8.1 683.99 8.3 689.43 10.5
expenses
Finance costs 194.43 2.1 191.43 1.8 269.24 2.3 187.11 2.3 307.24 4.7
Depreciation and
amortisation 328.83 3.6 455.82 4.3 538.11 4.7 390.65 4.7 538.54 8.2
expenses
Total expenses 8,817.62 95.3 9,964.25 94.2 11,280.13 97.5 8,096.73 97.7 5,880.54 90.0
Profit before tax
and minority 438.31 4.7 617.10 5.8 285.82 2.5 192.19 2.3 655.25 10.0
interest

Total tax expense 74.08 0.8 173.82 1.6 100.20 0.9 57.46 0.7 157.51 2.4

Profit after tax

and before 364.23 3.9 443.28 4.2 185.62 1.6 134.73 1.6 497.74 7.6
minority interest
Minority interest 63.12 0.7 68.20 0.6 45.35 0.4 40.47 0.5 68.79 1.1
Share in profit of
0.00 0.0 0.18 0.0 2.53 0.0 4.00 0.0 0.00 0.00
associates
Profit after tax
and minority 301.11 3.3 375.26 3.5 142.80 1.2 98.26 1.2 428.95 6.6
interest

(a) With effect from April 1, 2012, Media Pro, in its unconsolidated financial results, reports its revenues after deducting the cost of
distribution rights. For the periods prior to, and including, the fiscal 2012, revenues and distribution costs were reported on a
gross basis by Media Pro and/or Star-DEN, as applicable. The following table sets out the gross and net revenues of Media Pro
and/or Star-DEN, as applicable for the periods indicated:

60
 Fiscal Year Nine Months Ended December 31,
2010 2011 2012 2011 2012
(Audited) (Unaudited)
Particulars

Amount % of Amount % of Amount % of Amount % of Amount % of

(` in Total (` in Total (` in Total (` in Total (` in Total
million) Income million) Income million) Income million) Income million) Income
Operating revenue 5,227.48 56.5 5,348.72 50.5% 5,098.43 44.1 3,682.94 44.4 4,164.77 63.7
Less: Cost of
4,506.75 48.7 4,788.29 45.3 4,646.11 40.2 3,363.74 40.6 3,855.99 59.0
Distribution Rights
Operating
Revenue (net of 720.73 7.8 560.43 5.3 452.32 3.9 319.20 3.9 308.78 4.7
distribution rights)

Nine months ended December 31, 2012 compared to nine months ended December 31, 2011

Our results of operations for nine months ended December 31, 2012 were particularly affected by the following
factors:

change in accounting policy by Media Pro with effect from April 1, 2012. See footnote (a) to the table
above;
we acquired 10 subsidiaries during the nine months ended December 31, 2012 in the states of Delhi, Bihar,
Uttarakhand, Uttar Pradesh and West Bengal;
we acquired 17 subsidiaries during the nine months ended December 31, 2011 and thus, their results of
operations were consolidated for the full nine months ended December 31, 2012 as compared to only a
portion of same period previous year. Further, we acquired seven subsidiaries during the quarter ended
March 31, 2012 (thus, 24 in total for the fiscal 2012) in the states of Delhi, Bihar, Uttarakhand, Uttar
Pradesh and West Bengal and the results of operations of such 24 subsidiaries were consolidated for the full
nine months ended December 31, 2012; and
DAS Phase-I was implemented with effect from November 1, 2012 in Delhi, Mumbai and Kolkata and we
recorded an increase in income as a result of digitisation in these cities comprising primarily the activation
fee earned on deployment of the digital STBs.

Total Income. Total income decreased by 21.2 % to ` 6,535.79 million for the nine months ended December 31,
2012 from ` 8,288.92 million for the nine months ended December 31, 2011 primarily due to a decline in the
operating revenue as a result of change in accounting policy by Media Pro as set out in footnote (a) to the table
above.

Operating Revenue. Operating revenue decreased by 21.8% to ` 6,318.46 million for the nine months ended
December 31, 2012 from ` 8,076.82 million for the nine months ended December 31, 2011 primarily due to a
change in accounting policy by Media Pro. With effect from April 1, 2012, Media Pro, in its unconsolidated
financial results, reports its revenues after deducting the cost of distribution rights. Up to the fiscal 2012,
revenues and distribution costs were reported on a gross basis. However, our operating revenue from the cable
business increased by 36.8% to ` 6,009.68 million for the nine months ended December 31, 2012 from `
4,393.88 million for the nine months ended December 31, 2011, primarily because of a growth in the operations
because of the acquisitions set out above and an increase in activation fee earned as result of digital STBs
installed in Delhi, Mumbai and Kolkata. See Business Digital Cable Distribution for changes in our
subscriber numbers during this period.

Other Operating Revenue. Other operating revenue decreased by 81.0% to ` 8.00 million for the nine months
ended December 31, 2012 from ` 42.11 million for the nine months ended December 31, 2011, primarily due to
a decrease in income from sale of equipment.

Other Income. Other income increased by 23.1 % to ` 209.33 million for the nine months ended December 31,
2012 from ` 169.99 million for the nine months ended December 31, 2011, primarily due to an increase in net
gain from foreign exchange fluctuations to ` 2.18 million from ` 2.02 million, attributable to unrealised gain on
unpaid foreign exchange liability which related to mark to market adjustments to foreign currency denominated
costs of STBs imported by us.

Total Expenses. Total expenses decreased by 27.4% to ` 5,880.54 million for the nine months ended December
31, 2012 from ` 8,096.73 million for the nine months ended December 31, 2011, primarily due to a decrease in

61
the operational, administrative and other costs as a result of change in accounting policy by Media Pro as set out
in footnote (a) to the table above.

Operational, Administrative and Other Costs. Operational, administrative and other costs decreased by 36.4% to
` 4,345.33 million for the nine months ended December 31, 2012 from ` 6,834.98 million for the nine months
ended December 31, 2011, primarily due to a change in accounting policy by Media Pro. With effect from April
1, 2012, Media Pro, in its unconsolidated financial results, reports its revenues net of cost of distribution rights.
Up to the fiscal 2012, revenues and distribution costs were reported on a gross basis. However, our operating,
administrative and other costs from the cable business increased to ` 4,152.26 million for the nine months ended
December 31, 2012 from ` 3,611.97 million for the nine months ended December 31, 2011, primarily due to a
growth in the operations because of the acquisitions set out above and an increase in the content costs in the
ordinary course of business for analog distribution and increases attributable to the commencement of digital
distribution in Delhi, Mumbai and Kolkata.

Employee Benefit Expenses. Employee benefit expenses increased by 0.8% to ` 689.43 million for the nine
months ended December 31, 2012 from ` 683.99 million for the nine months ended December 31, 2011,
primarily as a result of increase in our salary and allowance expenses which was offset by the decrease in our
employee stock compensation expenses.

Finance Costs. Finance costs increased by 64.2% to ` 307.24 million for the nine months ended December 31,
2012 from ` 187.11 million for the nine months ended December 31, 2011, primarily due to an increase in
interest costs to ` 271.47 million from ` 180.01 million as a result of increased indebtedness incurred in
connection with the import of STBs for implementing digitisation.

Depreciation and Amortisation Expenses. Depreciation and amortisation expenses increased by 37.9% to `
538.54 million for the nine months ended December 31, 2012 from ` 390.65 million for the nine months ended
December 31, 2011, primarily due to an increase in the number of STBs deployed for the purposes of
digitisation. Our fixed assets as of December 31, 2012 aggregated to ` 5,445.39 million as compared to `
2,833.37 million as of March 31, 2012.

Tax Expense. Tax expense increased to ` 157.51 million for the nine months ended December 31, 2012 from `
57.46 million for the nine months ended December 31, 2011, primarily due to an increase in profits before tax.

Profit After Tax and Minority Interest. Our profit after tax and minority interest increased to ` 428.95 million
for the nine months ended December 31, 2012 from ` 98.26 million for the nine months ended December 31,
2011 primarily due to an increase in activation fee earned from new digital subscriptions and an increase in
income attributable to the new acquisitions which were partially offset by increases in interest payments and in
depreciation and amortisation expenses.

Fiscal 2012 compared to Fiscal 2011

Our results of operations for the fiscal 2012 were particularly affected by the following factors:

we acquired 24 subsidiaries during the fiscal 2012 in the states of Delhi, Bihar, Uttarakhand, Uttar Pradesh
and West Bengal; and
we acquired 17 subsidiaries during the fiscal 2011 and thus, their results of operations were consolidated for
the full fiscal 2012 as compared to only a portion of the previous year.

Total Income. Total income increased by 9.3% to ` 11,565.95 million for the fiscal 2012 from ` 10,581.35
million for the fiscal 2011, primarily due to increase in the operating and other operating revenue.

Operating Revenue. Operating revenue increased by 10.0% to ` 11,233.77 million for the fiscal 2012 from `
10,210.05 million for the fiscal 2011, primarily due to the acquisitions set out above, increase in placement
income and increase in activation fee from the new STBs installed.

Other Operating Revenue. Other operating revenue increased to ` 61.42 million for the fiscal 2012 from ` 7.88
million for the fiscal 2011, primarily due to an increase in income from the sale of equipments to ` 33.43
million from ` 3.97 million as result of an increase in the sales of old equipment in view of the announcement of
compulsory digitisation schedule in July 2012 by the MIB.

62
Other Income. Other income decreased by 25.5% to ` 270.76 million for the fiscal 2012 from ` 363.42 million
for the fiscal 2011, primarily due to reduction in liabilities and excess provisions written back, a decrease in
miscellaneous income and a decrease in interest income from income tax refunds.

Total Expenses. Total expenses increased by 13.2% to ` 11,280.13 million for the fiscal 2012 from ` 9,964.25
million for the fiscal 2011, primarily due to increases in operational, administrative and other costs and
employee benefit expenses.

Operational, Administrative and Other Costs. Operational, administrative and other costs increased by 9.9% to
` 9,541.29 million for the fiscal 2012 from ` 8,678.32 million for the fiscal 2011, primarily due to an increase in
content cost to ` 6,618.04 million for the fiscal 2012 from ` 5,839.10 million for the fiscal 2011 and an increase
in advertisement publicity and business promotion to ` 247.38 million for the fiscal 2012 from ` 83.33 million
for the fiscal 2011 as a result of the marketing campaign undertaken in response to the digitisation sunset dates
announced by the MIB.

Employee Benefit Expenses. Employee benefit expenses increased by 45.8% to ` 931.49 million for the fiscal
2012 from ` 638.68 million for the fiscal 2011, primarily due to an increase in the employee stock compensation
expenses to ` 160.71 million for the fiscal 2012 from ` 1.95 million for the fiscal 2011, which was established
in March 2011 and hence, a small portion of this expense was recorded during that year.

Finance Costs. Finance costs increased by 40.6% to ` 269.24 million for the fiscal 2012 from ` 191.43 million
for the fiscal 2011, primarily due to an increase in interest costs to ` 250.29 million for the fiscal 2012 from `
180.66 million for the fiscal 2011 as a result of increased indebtedness incurred in connection with the purchase
of STBs and overall growth of the business.

Depreciation and Amortisation Expenses. Depreciation and amortisation expenses increased by 18.1% to `
538.11 million for the fiscal 2012 from ` 455.82 million for the fiscal 2011, primarily due to increase in the
number of STBs deployed for the purposes of digitisation. Our fixed assets as of March 31, 2012 aggregated to
` 2,833.37 million as compared to ` 2,413.82 million as of March 31, 2011.

Tax Expense. Tax expense decreased by 42.4% to ` 100.20 million for the fiscal 2012 from ` 173.82 million for
the fiscal 2010, primarily due to a decrease in profits before tax.

Profit After Tax and Minority Interest. Profit after tax and minority interest decreased to ` 142.80 million for
the fiscal 2012 from ` 375.26 million for the fiscal 2011 primarily due to increases in employee stock
compensation expenses, finance cost and depreciation cost.

Fiscal 2011 compared to Fiscal 2010

Our results of operations for the fiscal 2011 were particularly affected by the following factors:
we acquired 17 subsidiaries during the fiscal 2011 in the states of Gujarat, Kerala, Uttar Pradesh and
Maharashtra; and
we acquired 15 subsidiaries during the fiscal 2010 and thus, their results of operations were consolidated for
the full fiscal 2011 as compared to only a part of the previous year.

Total Revenue. Total income increased by 14.3% to ` 10,581.35 million for the fiscal 2011 from ` 9,255.93
million for the fiscal 2010, primarily due to an increase in the income from operations as a result of the overall
growth in operations.

Operating Revenue. Operating revenue increased by 12.3% to ` 10,210.05 million for the fiscal 2011 from `
9,095.16 million for the fiscal 2010 primarily due to an increase in the income from the cable distribution
business because of the growth in operations attributable the acquisitions set out above.

Other Operating Revenue. Other operating revenue remained decreased by 4.8% to ` 7.88 million for the fiscal
2011 from ` 8.28 million for the fiscal 2010 primarily due to a decrease in income from the sale of STBs.

Other Income. Other income increased by to ` 363.42 million for the fiscal 2011 from ` 152.49 million for the
fiscal 2010, primarily due to increases in interest income from fixed deposits to ` 90.17 million from ` 14.40
million and interest income from income tax refunds ` 14.34 million from nil.

63
Total Expenses. Total expenses increased by 13.0% to ` 9,964.25 million for the fiscal 2011 from ` 8,817.62
million for the fiscal 2010, primarily due to an increase in operational, administrative and other costs as a result
of the overall growth in operations.

Operational, Administrative and Other Costs. Operational, administrative and other costs increased by 12.3% to
` 8,678.32 million for the fiscal 2011 from ` 7,729.17 million for the fiscal 2010, primarily due to an increase in
the expenses because of the growth in operations attributable the acquisitions set out above.

Employee Benefit Expenses. Employee benefit expenses increased by 13.0% to ` 638.68 million for the fiscal
2011 from ` 565.19 million for the fiscal 2010, primarily due to an increase in the number of employees and
annualised increase in the salary levels.

Finance Costs. Finance costs decreased by 1.5% to ` 191.43 million for the fiscal 2011 from ` 194.43 million
for the fiscal 2010.

Depreciation and Amortisation Expenses. Depreciation and amortisation expenses increased by 38.6% to `
455.82 million for the fiscal 2011 from ` 328.83 million for the fiscal 2010, primarily due to an increase in fixed
assets to ` 2,413.82 million as of March 31, 2011 from ` 2,210.95 million as of March 31, 2010, as a result of
the acquisitions set out above.

Tax Expense. Tax expense increased to ` 173.82 million for the fiscal 2011 from ` 74.08 million for the fiscal
2010, primarily due to an increase in the profit before tax.

Profit After Tax and Minority Interest. Profit after tax and minority interest increased by 24.6% to ` 375.26
million for the fiscal 2011 from ` 301.11 million for the fiscal 2010 primarily due to an increase in overall
growth in the operations as a result of the acquisitions set out above.

Liquidity and Capital Resources

We have funded our capital requirements, including our working capital requirements from our cash flow from
operations and loans from banks.

We raise our invoices for all of our services on a monthly or quarterly basis depending on the terms of the
agreement. Our payment terms range from 30 - 60 days.

Cash Flows

Set forth below is a table of selected items from our consolidated cash flow statement for the periods indicated:

Nine Months Ended

Fiscal
December 31,
Particulars
2010 2011 2012 2012
(` in million) (Audited) (` in million) (Unaudited)
Net cash from/(used in) operating activities .......................... 683.24 800.18 851.75 537.57
Net cash from/(used in) investing activities ........................... (3,226.38) (156.87) (1,229.12) (3,471.32)
Net cash from/(used in) financing activities .......................... 4,464.87 (361.93) 739.98 2,263.95
Net increase/(decrease) in cash and cash equivalents ......... 1,921.73 281.38 292.61 (669.80)
Cash and cash equivalents at the end of the period........... 2,432.30 2,713.68 3,006.29 2,336.49

Net Cash from Operating Activities

Net cash from operating activities for the nine months ended December 31, 2012 was ` 537.57 million and our
operating profit before working capital changes for that period was ` 1,589.71 million. The adjustments to
operating profit before working capital changes were primarily attributable to a ` 1,723.09 million increase in
current and non-current assets and a ` 1,167.67 million increase in current and non-current liabilities and
provisions as a result of growth in the operations because of the acquisitions undertaken during such period and
` 496.72 million in tax paid on operational income.

64
Net cash from operating activities for the fiscal 2012 was ` 851.75 million and our operating profit before
working capital changes for that period was ` 1,291.50 million. The adjustments to operating profit before
working capital changes were primarily attributable to a ` 299.21 million increase in current and non-current
assets and a ` 310.24 million increase in current and non-current liabilities and provisions as a result of growth
in the operations because of the acquisitions undertaken during such period and ` 450.78 million in tax paid on
operational income.

Net cash from operating activities for the fiscal 2011 was ` 800.18 million and our operating profit before
working capital changes for that fiscal was ` 1,437.41 million. The adjustments to operating profit before
working capital changes were primarily attributable to a ` 777.16 million increase in current and non-current
assets and a ` 359.50 million increase in current and non-current liabilities and provisions as a result of growth
in the operations because of the acquisitions undertaken during such period and ` 219.57 million tax paid on
operational income.

Net cash from operating activities for the fiscal 2010 was ` 683.24 million and our operating profit before
working capital changes for that period was ` 996.83 million. The adjustments to operating profit before
working capital changes were primarily attributable to a ` 901.48 million increase in current assets and a `
935.77 million increase in current liabilities as a result of growth in the operations because of the acquisitions
undertaken during such period and ` 347.88 million in tax paid on operational income.

Net Cash Used in Investing Activities

For the nine months ended December 31, 2012, our net cash used in investing activities was ` 3,471.32 million.
This primarily comprised, ` 3,454.80 million used for the purchase of fixed assets (including capital advances)
and ` 2,613.44 million used to purchase mutual funds, which were partially offset by ` 2,429.14 million
received from the sale of mutual fund investments.

For the fiscal 2012, our net cash used in investing activities was ` 1,299.12 million. This primarily comprised, `
1,413.97 million for the purchase of fixed assets (including capital advances) and ` 2,798.88 million used to
purchase mutual funds, which were partially offset by ` 2,788.47 million received from the sale of mutual fund
investments.

For the fiscal 2011, our net cash used in investing activities was ` 156.87 million. This primarily comprised, `
3,802.93 million used to purchase interests in mutual funds, a ` 286.46 million increase in goodwill on
consolidation of acquired MSOs and the payment of ` 853.94 million for the purchase of fixed assets (including
capital advances) which were partially offset by ` 4,670.26 million received from the sale of mutual fund
investments.

For the fiscal 2010, our net cash used in investing activities was ` 3,226.38 million. This primarily comprised, `
921.45 million used for the purchase of fixed assets (including capital advances), a ` 1,572.35 million increase
in goodwill on consolidation of acquired MSOs, ` 15,526.00 million used to purchase mutual funds, which were
partially offset by ` 14,656.66 million received from the sale of mutual fund investments.

Net Cash from Financing Activities

For the nine months ended December 31, 2012, our net cash from financing activities was ` 2,263.95 million.
This primarily comprised, ` 1,675.92 million received from short-term borrowings and ` 1,275.38 million from
long-term borrowings, which were partially offset by repayment of ` 430.97 million long-term borrowings and
payment of ` 307.24 million in interest.

For the fiscal 2012, our net cash from financing activities was ` 739.98 million. This primarily comprised, `
4,004.94 million of short-term borrowings and ` 1,617.78 million of long-term borrowings, which was partially
offset by repayment of ` 4,101.97 million of short-term borrowings, repayment of ` 511.53 million of long-term
borrowings and payment of ` 269.24 million in interest.

For the fiscal 2011, our net cash used in financing activities was ` 361.93 million, which primarily comprised,
repayment of long-term borrowings of ` 524.86 million and interest payment of ` 191.86 million, which were
partially offset by ` 321.12 million in proceeds from long-term borrowings and ` 55.62 million from short-term
borrowings.

65
For the fiscal 2010, our net cash from financing activities was ` 4,464.87 million. This primarily comprised, of
proceeds from the initial public offering of our Equity Shares of ` 3,644.6 million and ` 750.00 million raised
by issuing Equity Shares to a foreign institutional investor, which were partially offset by payment of ` 291.26
million in share issue expenses, and payment of ` 197.75 million in interest.

Indebtedness

As of December 31, 2012, we had long-term borrowings of ` 2,493.39 million as compared to ` 1,901.75
million as of March 31, 2012, current maturities of long-term borrowings of ` 740.00 million as compared to `
487.23 million as of March 31, 2012 and short-term borrowings of ` 1,868.95 million as compared to ` 193.03
million as of March 31, 2012. The increases related to indebtedness incurred in connection with the import of
STBs for implementing digitisation.As of December 31, 2012, we had secured loans of ` 4,881.69 million,
primarily comprising term-loans of ` 2,122.53 million, loan repayable on demand of ` 348.60 million, buyers
credit on import of ` 1,330.30 million and other loans of ` 1,072.30 million secured by hypothecation of
equipment. The entire amount under term-loan facilities is secured by charge on fixed and current assets of our
Company. Of the total secured loans, ` 1,116.36 million was additionally secured by a personal guarantee of Mr.
Sameer Manchanda, the Companys Chairman and Managing Director.

The financing arrangements contain various restrictive covenants, including requirement to adhere to basic
financial parameters, with regard to liquidity, indebtedness, security coverage and profitability as stipulated by
the lenders. Additionally, under the said financing arrangements we have undertaken, among other things, not to
do any of the following without the prior consent of the lenders, as may be applicable:

create any charge, lien or encumbrance on any of all the machinery, equipments, and other items
purchased from the loan amount and on the existing machinery and equipments and other securities
created under the loan agreements and all sales and realisations and insurance proceeds thereof.

sell any of the hypothecated goods after prohibition in writing by the lenders.

make any alterations in the constitution, controlling ownership, any documents in relation to the
constitution of the Company, any material change in the management or in the nature of business or
operations.

undertake guarantee obligations on behalf of any other company/firm/person; and

declare dividend for any year, except out of the profits relating to that year, after meeting all the
financial commitments to the lender and making all due and necessary provisions.

Pursuant to a rupee loan agreement dated March 13, 2012 entered into with IDFC, our Company has pledged all
of its shareholdings in its Subsidiaries in favour of IDFC. For details, see Risk Factors - Our substantial
indebtedness could adversely affect our business, financial condition and results of operations.

The following table sets forth our repayment obligations of our long term indebtedness outstanding as of
December 31, 2012:

Fiscal
Indebtedness 2014 2015 2016 After 2016
(` in million)
Long Term Indebtedness ...................................... 210.13 761.61 672.28 849.36

Capital Commitments and Contingent Liabilities

As of March 31, 2012, the estimated amount of our commitment on account of unexecuted capital contracts not
provided for (net of advances) was ` 278.48 million.

As our December 31, 2012, our contingent liabilities consisting primarily of the following:

66
 (in million)
Bank guarantee issued 274.40
Outstanding letter of credits 335.51
Income Tax Disputes where the Company is in appeal 10.21
Service Tax disputes 133.62
Entertainment tax disputes 11.91

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties, including our
affiliates, on an arms length basis. This primarily consists of sourcing of programming content from Media Pro
and Star-DEN. We have not granted any loans to members of the board or our management or provided any
guarantees for their benefit. See our financial statements for information regarding our related party transactions
as of March 31, and for the fiscal 2010, 2011 and 2012.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

As at December 31, 2012, we had ` 4,881.69 million of debt outstanding, all of which was at floating rate of
interest, which exposed us to market risk as a result of changes in interest rates. We undertake debt obligations
primarily to support our working capital needs, capital expenditure and acquisitions. Upward fluctuations in
interest rates increase the cost of debt and interest cost of outstanding variable rate borrowings. We do not
currently use any derivative instruments to hedge the nature of our debt so as to manage our interest rate risk.

Foreign Exchange Risk

We are exposed to foreign exchange risks with respect to the cost of importing our capital equipments, STBs
and technology. To mitigate these risks, from time to time we utilise derivative financial instruments, including
foreign currency futures contract and foreign currency forward contracts, the application of which is primarily
for hedging purposes and not for speculative purposes. Nevertheless, a weakening of the Rupee against the US
dollar and other major foreign currencies may have an adverse effect on our cost of imported goods and
technology. We have experienced and expect to continue to experience foreign exchange losses and gains on
obligations denominated in foreign currencies in respect of such imports.

Our total foreign currency exposure for the nine months ended December 31, 2012 and the fiscal 2012 are set
out below:

As of December 31, As of March 31,

2012 2012
Particulars
(US$ in (US$ in
(` in million) (` in million)
million) million)
Payables ................................................................................. 1,609.97 29.39 170.72 3.34
Receivables ............................................................................ - - 0.13 -

Inflation Risk

India has experienced high inflation for the last 12 to 18 months, which has contributed to an increase in interest
rates leading to a rise in our cost of borrowing. See Risk Factors A slowdown in economic growth in India
and other countries in which we operate could cause our business to suffer.

Material Developments after December 31, 2012 that may Affect our Future Results of Operations

We have incurred the following new borrowings after December 31, 2012, primarily, for the purposes of
purchasing STBs and related equipments in light of the ongoing digitisation process:

67
a) Long-term borrowing of ` 1,000 million from IDFC Limited;
b) Finance lease facility of ` 900 million from Cisco Systems Capital (India) Private Limited; and

c) Buyers credit on import of STBs of ` 520 million from Syndicate Bank.

Further, for details with respect to the GS Transaction, see Recent Developments.

68
 INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section is derived from The Indian Media and Entertainment
Industry, FICCI KPMG Report 2013, The Indian Entertainment and Media Industry, Media Partners Asia
Limiteds report titled Asia Pacific Pay-TV & Broadband Markets 2012 (the MPA Report 2012), Media
Partners Asia Limiteds report titled Indian Cable Industry A Digital Evolution (the MPA Report 2013)
as well as other industry sources and government publications. None of the Company, the BRLMs and any other
person connected with the Placement has independently verified this information. Industry sources and
publications generally state that the information contained therein has been obtained from sources believed to
be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured. Industry sources and publications are also prepared based on information as of
specific dates and may no longer be current or reflect current trends. Industry sources and publications may
also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
Accordingly, investors should not place undue reliance on this information.

Media and Entertainment Industry

The Indian Media and Entertainment (M&E) industry comprises television, print, films, radio, music, the
internet, animation, gaming and outdoor media. It has been one of the fastest growing industries in India over
the last few years. The size of the Indian M&E industry increased from ` 728 billion in 2011 to ` 821 billion in
2012, registering overall growth of 12.6%. The industry is expected to grow by 11.8% in 2013 to reach ` 917
billion. The industry is expected to grow at a compounded annual growth rate (CAGR) of 15.2% to reach `
1,661 billion by 2017. (Source: FICCI KPMG Report 2013)

The table below illustrates the historic and projected revenue of Indias entertainment and media industry as a
whole and for the various segments of this industry for the period 2008 through 2017 in ` billions:

Overall industry Growth

CAGR
size (` Billion) in 2012
2008 2009 2010 2011 2012 2013P 2014P 2015P 2016P 2017P (2012-
(For Calendar over
17)
Years) 2011
TV 241.0 257.0 297.0 329.0 370.1 12.5% 419.9 501.4 607.4 725.0 847.6 18.0%
Print 172.0 175.2 192.9 208.8 224.1 7.3% 241.1 261.4 285.6 311.2 340.2 8.7%
Films 104.4 89.3 83.3 92.9 112.4 21.0% 122.4 138.3 153.6 171.7 193.3 11.5%
Radio 8.4 8.3 10.0 11.5 12.7 10.4% 14.0 15.4 18.7 22.7 27.4 16.6%
Music 7.4 7.8 8.6 9.0 10.6 18.1% 11.6 13.1 15.3 18.3 22.5 16.2%
OOH 16.1 13.7 16.5 17.8 18.2 2.4% 19.3 21.1 23.0 25.0 27.3 8.4%
Animation and
17.5 20.1 23.6 31.0 35.3 13.9% 40.5 46.8 54.3 63.1 73.4 15.8%
VFX
Gaming 7.0 8.0 10.0 13.0 15.3 17.7% 20.1 23.8 30.9 36.2 42.1 22.4%
Digital
6.0 8.0 10.0 15.4 21.7 40.9% 28.3 37.1 48.9 65.10 87.2 32.1%
Advertising
Total 580 587 652 728 821 12.6% 917 1,059 1,238 1,438 1,661 15.2%
(Source: FICCI KPMG Report 2013)

Indias Television Industry

India has approximately 162 million television households. (Source: MPA Report 2012) Cable and Satellite
(C&S) penetration of television households is approximately 80.0%. With the impending digitization of all
analog cable subscribers imminent, the penetration level of digital households is expected to increase
significantly. (Source: MPA Report 2012)

In 2012, the size of the television industry in India was approximately ` 370 billion and it is expected to grow at
a CAGR of 18.0% between 2012 and 2017 to reach ` 848 billion in 2017. With digitization and the consequent
increase in ARPUs, the share of the subscription revenue to the total industry revenue is expected to increase
from 66.0% in 2012 to 72.0% in 2017. (Source: FICCI KPMG Report 2013)

The total number of licensed television channels in India has increased to 831 in 2012. However, not all are
currently on-air. (Source: Telecom Regulatory Authority of India, Annual Report 2011-12, available at

69
http://www.trai.gov.in). The genres and niches have increased, with the launch of new channels catering to
specific customer preferences, such as news, kids television, infotainment and lifestyle. The number of regional
channels has also increased significantly.

Television Industry Value Chain

The Indian television industry comprises:

content producers;

broadcasters of television channels;

aggregators who bundle and create packages of television channels and sell these packages to
distributors of television channels; and

distributors of television channels.

Content Production

In general, production costs continue to be linked to inflation. However, artists costs have increased. Cable
digitization is expected to create significant opportunities for content providers, including:

Existing channels investing in content, and upgrading content quality;

Narrower targeted offerings to segments which are currently served by one size fits all offerings,
which will require localized content; and

The launch of new niche channels, which may have the opportunity to increase business due to reduced
carriage fees.

Broadcasters believe that content is under-invested and with the improving economics on account of
digitization, investment in content is expected to grow.

(Source: FICCI KPMG Report 2013)

Broadcasting

2012 was a challenging year for the television industry with lower than expected advertising revenue growth.
However, the long term outlook remains positive and the industry expects advertising revenues to grow at a
CAGR of 14.0% from 2012 to 2017. Some of the other key developments include:

In 2012, subscription revenues increased. This increase is attributable to better negotiation through
consolidated entities such as Media Pro, One Alliance and India Cast, amongst others, as opposed to
digitization in Phase I.

The benefit of Phase I and Phase II digitization in terms of growth in subscription revenues is expected
to be seen in 2013 and 2014.

In digitized areas, carriage costs have declined. At the same time, TAMs increased coverage of Less
than Class I markets has resulted in carriage savings being redirected to increase the reach in Less than
Class I markets.

Growth is expected to be driven by a sharp increase in subscription revenues, while carriage costs are
expected to rationalize in metro markets.

(Source: FICCI KPMG Report 2013)

70
Distribution

Phase I of cable digitization started and was met with varying degrees of success in the four metros. Consumers
are open to the concept of digitization. Some of the other key developments include:

MSOs are in the process of verifying their customer base and updating their systems before packages
are deployed.

Completion of Phase II digitization is likely to be delayed by approximately a few months. Out of the
38 cities identified for Phase II digitization, approximately 40.0% of C&S households are already
digitized.

(Source: FICCI KPMG Report 2013)

Indian Television Distribution Industry

Indias television distribution industry can be divided into three main categories:

Terrestrial television

Cable television

DTH

In addition, there are other emerging television distribution technologies in India such as internet protocol
television (IPTV) and Headend-In-The-Sky (HITS). Indian television distribution remains dominated by cable
television. Terrestrial television is classified as non-C&S television while all other types of television
distribution are classified collectively as C&S television or Pay-TV.

The television industry is expected to grow at a CAGR of 18.0% between 2012 and 2017 and reach a size of `
848 billion. The share of subscription revenue to the total industry revenue is expected to increase from 66.0%
in 2012 to 72.0% in 2017. This growth is likely to be aided by digitization and the consequent increase in
ARPUs. (Source: FICCI KPMG Report 2013)

The following table sets out the television penetration in India for the periods indicated:

% CAGR %CAGR
2006 2011 2016 2020 2011-16 2011-20
TV Homes (000) 112,383 147,893 181,364 204,616 4.2% 3.7%
% Pen./ Total HH (%) 53.9% 59.9% 63.9% 67.1% - -
PAY-TV
Pay-TV Subs (000) 71,662 122,537 171,767 199,456 7.0 5.6
Cable (000) 71,009 93,742 101,992 105,004 1.7 1.3
Analog (000) 70,819 88,742 69,063 57,555 - -
Digital (000) 190 5,000 32,929 47,449 - -
DTH (000) 653 28,700 69,054 92,489 19.2 13.9
IPTV (000) - 95 721 1,963 50.0 40.0
% Pay-TV Pen./TVHH
(Incl. subs that subscribe to (%) 63.8% 79.2% 87.3% 88.9% - -
multiple platforms)*
% Analog/TVHH (%) 63.0% 60.0% 38.1% 28.1% - -
% Digital/TVHH (%) 0.8% 19.2% 49.2% 60.8% - -
%HD Digital (%) - 0.3% 3.2% 5.3% - -
Pay-TV ARPU/Mo. (US$) 3.4 3.9 4.6 5.0 3.2 2.8
INDUSTRY REVENUE SUMMARY
Broadband Sub Revenue (US$ mill.) 213 1,449 4,496 9,736 25.4% 23.6%

71
 % CAGR %CAGR
2006 2011 2016 2020 2011-16 2011-20
Total Broadband Pay-TV Industry
(US$ mill.) 4,261 9,434 1,838 28,169 14.3% 12.9%
Revenue
(Source: MPA Report 2012)

Growth Drivers

Increase in television Penetration in India: In 2011, India had approximately 162 million television households
and television penetration of approximately 60.0%. (Source: MPA Report 2012) As income levels rise there is
potential for penetration-led growth.

In 2012, there were approximately 14 million new television sales in India. A large proportion of these
television sales are replacements of old television sets, institutional television sets and a second or third
television set entering a household. Estimates suggest institutional and multi televisions account for
approximately 17.0% of television sets in metro cities. LCD and LED panels are expected to account for 40.0%
of sales in 2012 and this share is expected to increase to approximately 100.0% by 2017. (Source: FICCI KPMG
Report 2013)

Increase in C&S Penetration: In 2012, the number of C&S households increased by 11 million to reach 130
million. Excluding DD Direct, the number of paid C&S households was approximately 121 million. This paid
C&S base is expected to increase to 173 million by 2017, representing 91.0% of television households. (Source:
FICCI KPMG Report 2013) It is estimated that the total number of digital cable subscribers in India in 2015 will
be 100.8 million. (Source: MPA Report 2012)

Increase in television Viewing Time: There is potential for growth if there is an increase in the viewing time of
Indian viewers.

Television Distribution: Industry Structure in India

Multisystem operators (MSOs)

DTH Operators

MSOs MSOs MSOs MSOs

LCO LCO LCO LCO LCO LCO LCO LCO LCO

97.6 million Cable Subscribers (Analog & Digital) 46.2 DTH Subscribers

(Source: MPA Report 2012)

Cable Television

Indias cable television industry has grown rapidly since its inception almost twenty years ago, spurred by
entrepreneurship and innovation from distribution platforms and content providers. Cable television is now
established as a mass medium for entertainment and information, available to more than 95 million homes at the
end of 2012, making India the second largest global market for cable television after China. (Source: MPA
Report 2013)

72
Operation of Cable Television

Cable television broadcasting operates by linking a broadcasters channel to a satellite which provides a
downlink signal to a certain region. The downlink signal is received by MSOs at their network operating center
through dish antennas and other equipment such as modulators, decoders, encoders and amplifiers. This signal is
then distributed to end-users/subscribers, generally by LCOs who provide the last mile cable link to a
subscribers home. Cable television signals can be transmitted in either analog or digital form. Most of the cable
television distribution networks currently deliver television channels in analog mode to subscribers. In India
while the MSOs largely operate the backbone networks/network operating centers, the LCOs operate and
control the last mile. MSOs and LCOs typically operate in small demarcated areas/cities. Generally, LCOs do
not own head-ends but receive signal from MSOs and provide the last mile connection to the end-user.

Market Structure

The dominant business model in the cable industry in India involves MSOs providing signal to the LCOs. MSOs
typically enter into an agreement with the LCOs with the latter serving as its franchisees. This is referred to as
secondary model or franchise model. Most MSOs are dependent on the secondary point strategy. Cable MSOs
are the corporate links of the cable distribution chain, with backbone networks and head-ends that aggregate
satellite channels and pass the signals on to LCOs for a fee. The biggest risks to this strategy are dependence on
LCOs for delivering service to the customers, revenue leakage due to under-reporting by LCOs, zero access to
customers thereby eliminating possibility of offering additional services such as broadband and overdependence
on placement fees. According to the MPA Report 2012, the top five MSOs generated ~US$700 million in
revenues, with more than half derived from C&P income. The LCOs often under-declare or under-report
secondary subscribers to MSOs thereby retaining between 75.0% and 80.0% of the subscription revenue, with
the remainder shared by the MSO and broadcasters. (Source: MPA Report 2012) This is where revenue leakage
begins, and culminates in MSOs and broadcasters getting less than their fair share of revenues, and LCOs
retaining most of the value in the distribution chain.

The primary model, involves the MSO owning the network end-to-end and providing last mile connection or
signals directly to the end-users. This model is used by few MSOs in India. The payback periods for MSOs
providing combined digital cable television and broadband services drop by approximately 12 months in
comparison to those standalone digital cable television providers. (Source: MPA Report 2012)

Within the media and entertainment segment, companies who have last mile connections are the most profitable
and scalable. The cable companies in countries such as the United States, Japan, Korea, Taiwan and Europe
generate significant levels of cash flow and EBITDA margins, trending between 40.0% and 60.0% on average.
(Source: MPA Report 2013)

Multi System Operator

DEN Networks, Hathway, InCable, Siti Cable and Digicable are the major MSOs in India. (Source: MPA
Report 2013)

Reach No of Primary Subs Primary Subs as % of Reach

(In millions) (In millions)
DEN Networks 11.0 0.2 1.8
Hathway Cable Datacom Ltd 8.8 0.6 6.8
IndusInd Media and Communication Ltd (InCable) 8.5 0.4 4.7
Siti Cable Network Ltd 10.0 - -
Digicable Network (India) Pvt. Ltd 8.5 0.1 1.1
(Source: MPA Report 2013)

Digital Cable

In digital cable television, the MSO downlinks the broadcasters' data and transmits it to the set-top box of the
subscriber. The set-top boxes decrypt the encrypted data allowing the subscriber to view the channels. The
MSOs know the exact number of customers using the service and the subscribed package as each customer
connected by digital cable is authorized by a Subscriber Management System (SMS) which is installed at the

73
network operating centre. The MSOs can deactivate the service in case of non-payment by the subscriber or
LCO. Set-top boxes are provided by cable operators as a purchase or on a lease rent basis. These boxes are
sourced by the LCO from their respective MSOs.

Benefits of Digitization

Digital television is expected to provide the consumer access to a higher number of television channels,
customized tariffs, availability of broadband and other value-added-services, and enhanced user experience
through better viewing quality and consumer service. It also releases bandwidth which can be used to broadcast
more channels in the same space. This can enable more niche content being available in the future using the
same network. Some of the advantages of digital cable television over analog cable television are:

1. Better quality picture and sound: Digital cable television, with its DVD picture quality and sound,
provides a significantly better quality viewing experience compared with analog cable television.

2. Significantly more channels: Digital cable networks have a significantly higher capacity to carry
channels than the current capacity available in an analog cable network.

3. Value added services: Digital cable allows operators to provide subscribers with value added services,
such as an electronic program guide, video-on-demand, pay-per view and interactive television
services, which provide multiple monetization opportunities for the distributor.

4. Prevents non-subscribers from viewing content and the under-reporting of subscribers by LCOs:
Digitization involves encryption of content, which helps prevent unauthorized viewing of the content.

5. Accurate subscriber data: Digitization provides accurate data on subscriber base of each operator.
(MPA Report 2012)

Digitization Mandate by the Government of India

In 2011, the Government of India enacted the Cable Television Networks (Regulation) Amendment Act, which
along with the notification dated November 11, 2011 passed by the MIB, makes it mandatory to digitize the
analog cable network throughout the country in four phases by December 31, 2014. The digitization of cable
networks will benefit the government, broadcasters, MSOs and the consumer in the following ways:

1. Lead to higher tax receipts for the government (approximately US$ 1 billion according to the MPA
Report 2012);

2. An improved experience for consumers with more choice and services;

3. Higher subscription fees and margins for broadcasters;

4. Scalable business models for MSOs with multiple services across the last mile including digital cable
and high speed broadband; and

5. Improve the distribution of cable television subscription revenues (approximately US$ 4.2 billion
according to the MPA Report 2012) between the broadcasters, MSOs and LCOs with the latters share
coming down from between 75.0% and 80.0% currently to approximately 35.0%. (Source: MPA
Report 2012).

At present, there are over 800 licensed channels in India, but the analog cable network can carry only a little
over 100 channels. Once digitized, any cable network will be able to carry at least 500 channels with ease and
still have spare bandwidth to offer additional services such as broadband internet, HD (high definition)
television and several value added services such as telephony, gaming and shopping. The Cable Television
Networks (Regulation) Amendment Act prohibits the transmission of television signal in analog format by any
MSO/LCO in the designated cities by making them legally bound to transmit only digital signals. Subscribed
channels will be received at the customers premises through a set top-box equipped with a smart card. Each
user in the network is uniquely identifiable to the service provider through a subscriber management system
(SMS) deployed by each MSO and this is expected to shift the control over the subscriber from the LCOs to the
MSOs.

74
DAS Schedule

The DAS implementation schedule as prescribed by the Government of India is set out below:

Number of Households
Sunset Date for Number of
Phase Geographies Covered Likely to be Digitized
Analog Cable Cities
(in millions)
I Delhi, Mumbai, Kolkata and Chennai October 31, 2012 4 8
II All Cities With Population of More Than One Million March 31, 2013 38 20
III All Urban Areas September 30, 2014 n/a 61
IV Rest of India December 31, 2014 n/a n/a
(Source: MIB, MPA Report 2013)

Subsequent to the DAS mandate, new regulations and policies have been set out by the Telecom Regulatory
Authority of India. There is a tariff order which offers more control and scalability to MSOs. The tariff order
offers multiple monetization points for MSOs in order to accelerate capital flows into the cable industry.
(Source: MPA Report 2013)

Retail rates under DAS are now free from price regulation, allowing ARPU to increase. TRAI has made MSOs
responsible for billing the consumer and paying the LCOs and broadcasters, making the MSO the primary point
for billing and revenue sharing in the new digital television regime. TRAI has also legitimized carriage fees,
which will help MSOs offset their investment in rolling out digital infrastructure. (Source: MPA Report 2013)

According to industry estimates, the total capital requirement to upgrade to the digital cable network could
amount to between ` 200,000 million and ` 250,000 million. To support the process of mandatory digitization,
the government has increased the limit of foreign investment in broadcast services from 49.0% to 74.0%.
(Source: MPA Report 2013) This move is expected to help the MSOs attract new funding to supplement the
funding requirements for digitization apart from enabling partnerships with foreign strategic players that will
help bring in better technological know-how, particularly on rolling out of broadband internet and other value
added services as relevant to the cable industry.

FDI Limits Raised in Cable & Pay-TV

The Government recently raised the foreign direct investment limit allowed in cable and pay-TV companies:

Before Allowed
Business Activity
Cap on foreign investments (%)
MSOs* 49 74
Other MSOs and LCOs 49 49
DTH 49 74
HITS 74 74
Teleport (Hub) 49 74
Downlinking of TV Channels 100 100
Uplink of TV Non-News & Current Affairs Channels 100 100
Uplink of TV News & Current Affairs Channels 26 26
Mobile TV No Policy 74

* Undertaking upgrades of networks towards digitization and addressability

(Source: MIB, MPA Report 2013)

Digitization Rollout - Phases I & II

Phase I rollout of digitization is partially complete with Mumbai and Delhi having reached approximately 100%
penetration. In Phase 1 cities, the top five MSOs have seeded over 7.5 million digital set top boxes (STBs) thus
far and this is likely to increase to 10 million once all four cities have been fully digitized. On a pan-India basis,
there are approximately 14 million digital cable subscribers as of the end of 2012, which is a three-fold increase
over the same period last year. (Source: MPA report 2013)

75
Between September 17 and November 1, 2012, an estimated 1.75 million new digital cable STBs were installed
in the three metro cities of Mumbai, Delhi and Kolkata as compared to 0.17 million new DTH subscriptions
during the same period. As of October 31, 2012, the number of new digital cable STBs installed in Delhi,
Mumbai, and Kolkatta was 2.5 million, 2.2 million and 1.7 million, respectively, as compared to 1.0 million, 0.8
million and 0.3 million new DTH subscriptions, respectively. (Source: pib.nic.in, press releases dated
September 17, 2012, October 31, 2012 and November 1, 2012)

Phase II roll out of digitization was required to be completed by March 31, 2013. Based on MIB data, a total of
9.2 million digital cable STBs were installed by MSOs, as of April 12, 2013, out of which 5.28 million were
installed between February 8, 2013 and April 12, 2013 as compared to 0.47 million new DTH subscriptions
during the same period. (Source: www.digitalindiamib.com, data release dated February 8, 2013 and April 12,
2013)

The following table sets out the digitization achieved in Phase I and II as of the dates indicated:

Total Digital Cable

STBs and DTH Digital Cable STBs Digital Cable
Installed DTH Subscribers installed Market Share
Phase (million) (million) (million) (%)*
Phase 1** 8.7 2.2 6.5 75%

Phase 2 13.6 4.4 9.2 68%
Total 22.3 6.6 15.7 70%
* Digital cable market share = (Digital cable STBs)/ ( Sum of Digital Cable +DTH subscribers).
** Phase 1 data corresponds to Delhi, Mumbai & Kolkata. Excludes Chennai as national MSOs are absent in the city.
Approx. 3 million cable homes yet to be digitized in Phase 2.
(Source: pib.nic.in , Phase 1 data as set out in MIB Press Release dated November 1, 2012 and Phase 2 data set out in the MIB Press
Release dated April 12, 2013)

Impact of Digitization

Cable MSO ARPUs are expected to increase six fold due to digitization along with a 100% transparency in
subscriber base. This is after assuming a 35% revenue share with the LCOs. Additional drivers and
differentiators will come through bundled broadband and high-definition (HD) services. Broadband will reduce
the payback period on overall capital employed towards digitization. Broadband cable television operators are a
key driver of value creation for investors and consumers alike in the global context. Such value is anchored to
digitization of network infrastructure and the ability to offer multiple media and communications services
including television (SD and HD channels), high speed Broadband, and Telephony over a single network and in
a bundle. Cable companies in India are at an important inflection point today with the government mandated
digitization drive expected to help drive scalable business models with multiple services across the last mile
including digital cable and high speed broadband bases. (Source: MPA Report 2013)

With digital addressability and eventual control of the subscriber, the television distribution industry is expected
to see a significant shift in power away from the LCO towards the MSO. Post complete digitization, the MSO
would own and control the infrastructure and generate the bill using the subscriber management system. The
LCO is expected to take up the role of a collection and servicing agent of the MSO. The LCO may need to align
itself with an MSO in order to establish a platform brand and gain access to funds required for seeding STBs
and making the network two-way enabled for additional services especially broadband internet. However, this
shift in power is expected to be gradual over the four phases of digitization. The cooperation of LCOs across
cities remains crucial for a smooth conversion of analog customers to digital, and at least until the analog sunset,
the MSO-LCO equation remains delicately balanced.

Overall, mandatory digitization will result in consolidation of the cable distribution industry. Larger operators
will be keen to acquire the last mile as valuations for LCOs drop and operators successfully develop skill sets
and necessary infrastructure as they transition to a B2C model.

DTH Satellite Television

DTH satellite television was introduced in India in 2003. It uses a small dish antenna and a set-top box that is
installed at the viewers premises and is capable of directly receiving and unscrambling television signals from

76
the satellite. The features of DTH as a platform include a user-friendly interface and a large number of channels
compared to the analog platform. The DTH industry is currently very competitive, with six players already in
the market, excluding state-owned Doordarshans Apna DTH, which is a free platform.

Competition from emerging digital direct-to-home or DTH satellite pay television networks, which have
grown in scale over the past five years, is a key development in the Indian cable television industry. The overall
active DTH base, however, stands at 29 million with the active subscribers being defined as revenue-generating
customers (i.e. subscribers who made a payment in the previous month, and are not enjoying a free viewing
period) according to MPA estimates.

Despite the strong growth of DTH in the last few years, cable is expected to remain dominant in the future as
cable television, particularly digital cable, has certain advantages over DTH which are listed below:

Cable has the reverse path which does not exist in the satellite based DTH which enables bundling of
services such as analog/digital cable with data and voice;

Digital cable television network can carry a higher number of channels than DTH and the incremental
expenses for adding more channels is lower in cable television networks;

The set-up and operating costs are lower for cable;

Adverse weather conditions may affect the quality of DTH services, whereas cable television services
remain largely unaffected by adverse weather; and

Ability to localize also translates into higher availability of vernacular channels vis--vis DTH.

Other Emerging Pay-television Technologies

Apart from cable and DTH satellite television networks, a number of other emerging digital pay-television
technologies may become more available to Indian subscribers, including IPTV and HITS.

HITS is similar to DTH. Both distribute channels instantly through a satellite. Unlike DTH, where the end-user
is the consumer, the HITS end-user is a cable operator, who delivers the signals to the end consumers. IPTV
delivers television channels to subscribers using high speed internet protocol over copper cable networks. IPTV
provides voice, video and data transmission (referred to in the industry as triple-play services) and can support
video on demand, live video and gaming. IPTV was introduced in India in 2007. IPTV in India is currently
being offered by MTNL, BSNL and Bharti Airtel. IPTV remains nascent because of limited fixed broadband
penetration. IPTV is likely to appeal to a premium consumer segment, unless prices fall. As a service, it is
widely accepted in just two countries across the world, Hong Kong and Singapore, with Cable television being
the dominant service in most other countries. (Source: MPA Report 2013)

Pay-TV Penetration in Key Global Markets

The chart below illustrates the pay-tv penetration in certain key global markets for 2012:

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(Source: MPA Report 2013)

Revenue Drivers for the Cable television Industry

Revenue primarily consists of subscription revenue, broadband revenue, placement revenue and advertisement
revenue.

Subscription Revenues

Subscription fee is the revenue earned by MSOs and LCOs for cable television services. Primary operators
including LCOs and those few MSOs who operate last mile networks receive the subscription from the
subscribers. However, in secondary networks, the subscription fee is shared between the LCOs and the MSOs.
The MSO is responsible for paying the cost for content to the broadcasters. The average pay television ARPU
per month in India remains low by global standards.

Growth in ARPU: The two primary determinants of total pay television revenues are ARPU and the number of
pay television subscriptions. While cable has the problem of underreporting, both in the number of subscribers
as well as the fees paid by each subscriber, DTH ARPU is limited by competition, subsidization of set-top boxes
and lack of exclusive content. This has led pay television ARPU to be among the lowest as compared to global
counterparts.

Digitization could potentially increase ARPUs and improve the share subscription revenues for the broadcasters.
(Source: FICCI KPMG Report 2013) As a result of recent digitization, the current packaging and pricing offered
by MSOs is already indicating a rise in ARPUs. The DTH platforms have also undertaken an increase in the
price of their entry subscription packs, to ` 200 from ` 180 in July 2012 and to ` 220 from ` 200 in March 2013.

However, digitization will also create the opportunity to introduce new and niche channels. This may drive
demand for specific content. Accordingly, ARPUs are expected to grow at a faster pace as digitization
progresses across the various phases. (Source: FICCI KPMG Report 2013)

ARPU (` per month) 2012 2013P 2014P 2015P 2016P 2017P

Cable 166 174 194 227 260 289

ARPU (` per month) 2012 2013P 2014P 2015P 2016P 2017P

DTH 170 180 209 236 266 293

(Source: FICCI KPMG Report 2013)

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Channel Carriage fees

Channel carriage fees are paid by broadcasters to MSOs to carry their channels on their preferred signal and
frequency band. Channel carriage fees consist of (a) Carriage fees whereby the fee is paid by the broadcaster to
the operator to carry the broadcasters channel; and (b) Placement fees, whereby the operator places the channel
at a certain frequency. The bargaining power of broadcasters is limited due to the shortage of bandwidth.
However, it is expected that the onset of digitization will make more bandwidth available to distributors.
(Source: FICCI KPMG Report 2013)

There is a case for rationalization in carriage fee because:

A shift to digital removes the bandwidth constraints of analog cable, and the number of channels that
may be carried increases significantly; and

Digitization will alter the existing skewed revenue model of MSOs. Increased subscription revenues
will lead to lower reliance on carriage fee, thus providing an impetus for rationalization of carriage per
broadcaster.

The table below illustrates the contribution of placement income from certain cable businesses, as of March 31,
2012:

Contribution of Placement
` millions as of March 31, 2012
Income from Cable Business
Den Networks 60%
Hathway Cable and Datacom Ltd 48%
Siti Cable Network Ltd 65%
Ortel Communications Ltd 19%

(Source: MPA Report 2013)

Advertisement Revenues

Further, MSOs may have access to channel bandwidth on head ends that they operate and may use these
channels to transmit an own brand channels and other value added services. MSOs may earn revenues from
advertising by selling commercial spots that are interspersed in an own brand channels regular programs and by
selling sponsorship rights to certain programs.

Broadband

Operators who follow a primary model and have a two-way enabled network provide high speed internet
access to their subscribers.

The following table sets out the broadband penetration in India for the periods indicated:

% CAGR %CAGR
2006 2011 2016 2020 2011-16 2011-20
BROADBAND
Total Broadband Internet Subs (000) 2,195 13,230 80,800 184,700 43.6 34.0
Fixed (Cable, ADSL, FTTx) (000) 2,195 12,840 25,500 44,400 - -
Wireless (000) - 390 55,300 140,300 - -
% BB Pen./Total HH (Incl. wireless) (%) 1.05% 5.4% 28.5% 60.5% - -
%BB Pen./Pop (Incl. wireless) (%) 0.2% 1.1% 6.4% 14.2% - -
Broadband ARPU/Mo. (US$) 11.5 10.5 5.4 4.6 -12.4% -8.8%

(Source: MPA Report 2012)

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Internet Broadband Industry

Pursuant to recommendations of TRAI, the Indian Government formulated its Broadband Policy in 2004. In this
policy, broadband was defined as an always on connection with downloads speeds of 256 kbps or more. There
were 0.18 million broadband connections at the end of March 2005. These broadband connections have grown
to 14.57 million by the end of June 2012 (Source: TRAI, Indian Telecom Services Performance Indicators (Apr-
June 2012). Considering the growth during the 5 year period, the CAGR is about 117% and the connections are
expected to grow at a CAGR of 43.6% during 2011-16 according to the MPA Report 2012. Non broadband
internet connections consist of dial up connections working up to 56.6 kbps and other connections with speeds
less than 256 kbps. MPA forecasts indicate that broadband per capita penetration will grow from only 1.1% in
2011 to 6.4% by 2016 and 14.2% by 2020 (Source: MPA Report 2012). While broadband has been deployed
using Cable Modems, DSL technologies, fiber and wireless, in India xDSL has been predominantly used.
According to TRAI data as on September 30, 2010, 87% of total broadband connections were on DSL.

Technology wise broadband connections

(In percentage September 2010)

DSL/ADSL

DSL can be easily deployed on existing copper pairs going to subscribers premises (largely owned by
incumbent fixed line operators BSNL, MTNL). The most common DSL technology deployed is ADSL2 and
ADSL 2+. These technologies typically support download speed upto 2 Mbps for copper loop length of less than
3 Km from the exchange. ADSL works alongside the frequencies used for voice telephone calling using a single
connection. It allows users to download data and make voice calls at the same time. (Source: MPA Report
2012).

Cable Internet Broadband

Approximately 7.9% of all broadband subscribers are using cable broadband internet in India as of year 2011.
ADSL has approximately 87.0% market share, fiber has 2.3% and wireless has 2.9%. This is lower than the
global average but it may increase with the consolidation and upgrading of the last mile networks. Subscribers
with a cable modem can receive data that has been sent over the cable television network. Cable broadband
connection speeds in India range between 1 Mbps and 48 Mbps, which is faster than ADSL or dial up internet.
Cable broadband internet is generally considered the most consistent and reliable of internet connections as it is
transmitted through fiber-optic material rather than copper wires.

Due to the limited availability of two-way infrastructure, cable broadband deployment has proved less than
optimal. The rollout of broadband has proved more attractive, as operators can provide internet access at
competitive prices and still generate relatively high margins. Leading MSOs have begun to speed up
infrastructure upgrades. Additionally, there is often a cost saving for cable broadband internet subscribers as
cable broadband can be tied into television and telephone deals as part of a bundled service from a cable service
provider. Broadband with digital cable television, especially at the primary point, is an attractive proposition and
significant differentiator from DTH. It is estimated that these benefits of cable broadband internet will drive its
growth in India and the number of cable broadband internet subscribers will increase to approximately 2.90
million by 2016. (Source: MPA Report 2012).

The fees are based on the speed and data usage of the cable broadband service. According to the MPA Report
2012, in 2011 the total revenue from cable broadband subscriptions in India was US$1,449 million, up from

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 US$213 million in 2006. The MPA Report 2012 estimates that cable broadband subscription revenues will reach
US$ 4,496 million by 2016.

Wireless Broadband

At the end of September 2010, there were approximately 1.8 million data card subscribers whose advertised
speed is up to 3.1 Mbps. There were also 274.05 million wireless data subscribers who were able to use the
internet from their mobile device. However, most of these were on 2G mobile networks with limited data
capabilities. The spectrum for 3G and BWA technologies for provision of high speed data services has been
allocated recently. With the launch of 3G services, the stage is set for rapid spread of Broadband. It is expected
to boost the demand for wireless broadband significantly (Source: TRAI Recommendations on National
Broadband Plan).

International Experience

The development of key cable markets globally provides important insight for India especially with respect to
last mile consolidation, digitization and the growth of broadband. Globally, the development of the cable
business has focused on ownership of the last mile with cable MSOs operating as B2C businesses. Successful
B2C last mile MSOs around the world include: Comcast, Time Warner Cable and Cablevision in the US;
Liberty Global and Virgin Media in Europe; J:COM in Japan; CJ Hello Vision and C&M in Korea; First Media
in Indonesia; and Taiwan Broadband Communications, KBRO and CNS in Taiwan. (Source: MPA Report
2013)

Globally, the cable industry typically consolidates under the last mile B2C model with a handful of players
emerging with a majority share of the market. Certain countries such as the United States, the United Kingdom,
Korea, Japan and Taiwan, have undergone three distinct phases: (1) Over fragmented, un-regulated, chaotic
market; (2) Over regulated, still fragmented market but with a large base of subscribers across an analog
network without broadband or digital television; (3) Deregulated, digitized market with cable also providing
broadband services and driving last mile consolidation. (Source: MPA Report 2013)

International Cable Markets, The Path to Last Mile Consolidation and Digitization

The development of key cable markets globally provides important insight for India with respect to last mile
consolidation, digitization and the growth of broadband. The table below illustrates key international cable
markets and their route to last mile consolidation and digitization:

Cable
Key events Digital
Pre- Post- Growth broadband
Country Year Year Triggers Year during Year pen./cable
consolidation consolidation trajectory market
consolidation TV subs.
share

USA 1970 50+ large 1994 DTH launches 1996 US West Inc 2011 Top 5 Cable 85% 55%
MSOs acquisition of players: 85% (CATV&B
Continental market share B) industry
Cablevision of total revenue
CATV subs grows at 9%
CAGR
(2005-2010)
1996 The 1998 AT&T buys TCI Average
Telecommunications in US$48 bil. operating
Act and cable rate deal margin of
deregulation 40%
1997 Digital cable 2001 AT&T merged
launches its cable business
with Comcast,
creating worlds
largest operator
with 22 mil.
subscribers
2005 Digital cable passes 2010 Comcast buys
30 mil. subs. NBCU
UK 1980s 50+ players Late DTH gained market 1994 International 2011 Virgin Cable 98% 25%
1980s share Cable Tel Media: 95% (CATV&B
acquired Insight market share B) industry
Communications of total revenue
CATV subs grows at 5%
CAGR
(2005-2010)

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 Cable
Key events Digital
Pre- Post- Growth broadband
Country Year Year Triggers Year during Year pen./cable
consolidation consolidation trajectory market
consolidation TV subs.
share
1991 Rights granted to 1998- NTL acquired Average
cable companies to 99 Comcast UK, operating
offer telephony with ComTel, margin of
TV series Diamond Cable, 37%
and Cable &
Wireless
2006- NTL acquired
07 Telewest Global
Virgin acquired
NTL and
rebranded it
Virgin Media
Japan Pre 686 players 1993 Regulation eased, Late Larger MSOs 2011 Top 3 Cable 80% 15%
1993 companies allowed 1990s acquired small players: 65% (CATV&B
to own more than cable operators market share B) industry
one operator of total revenue
CATV subs grows at 9%
CAGR
(2005-2010)
Governments 2000 J:COM and Average
mandate for TITUS operating
complete Communications margin of
digitization by 2010 merge, with 43%
1998 FDI increase to Liberty and
100% Microsoft
emerging as
major investors
in partnership
with local
conglomerate
Sumitomo
Taiwan 1980s 600+ players 1996- Governments thrust 1996- Larger MSOs 2010 Top 4 Cable 10% 16%
2000 towards digitization; 2003 acquired local players: 80% (CATV&B
FDI at 60% cable operators market share B) industry
of total revenue
CATV subs grows at 9%
CAGR
(2005-2010)
2009 Full scale launch of 2004 Carlyle acquires Average
digital cable kbro operating
2005 Macquarie buy margin of
stake in Taiwan 50%
Broadband
continued
consolidation

(Source: MPA Report 2013)

The United States is a key last mile cable market with consolidation ensuring that nine MSOs have more than
90.0% of last mile cable subscribers. (Source: MPA Report 2013)

MSO Platform Pay-TV Subs Market Share

Comcast Cable 22,294,000 22.9%
DirectTV DTH 19,966,000 20.5%
Dish Network DTH 14,071,000 14.4%
Time Warner Cable Cable 12,653,000 13.0%
Cox Communications Cable 4,756,000 4.9%
Verizon IPTV 4,353,000 4.5%
Charter Cable 4,341,000 4.5%
AT&T IPTV 3,991,000 4.1%
Cablevision Cable 3,257,000 3.3%
(Source: MPA Report 2013)

The key advantage for cable operators in global markets stems from a return path or two way technological
infrastructure. This allows cable operators to offer high-speed broadband services, together with digital
television and various value added services such as VOD and DVR. Product innovation, attractive content and
the bundling of broadband services are key drivers of the cable television business proposition, creating a
significant pull for consumers. Once the cable network is upgraded and digitalized, the ability to offer new
services such as high-speed internet and telephony makes for a compelling proposition. (Source: MPA Report
2013)

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Cable MSOs have rolled out DOCSIS 3.0 in more competitive, urban markets where telcos have deployed fiber;
while in less-urban areas, cable has been competing with legacy DSL networks with average speeds of around 4
Mbps. The growth of broadband has also changed revenue composition with more than 30.0% of Comcast
Cables revenues derived from broadband and telephony. The same trend is evident in markets such as Japan,
Taiwan and Korea as well as emerging markets such as Indonesia. (Source: MPA Report 2013)

Last Mile Cable dominates the broadband marketplace in the United States

United States Broadband Penetration Trends (As a % of HHs)

(Source: MPA Report 2013)

Key International benchmarks in Cable television & Broadband

US UK Korea Japan Taiwan India

% Fixed BB HH Penetration 88% 82% 95% 77% 72% 5%
% Mobile BB Per Capita Penetration 37% 26% 45% 53% 10% 0.2%
% Cable Market Sahre of Fixed BB 58% 2% 24% 16% 18% 7%
% Telco Market Share of Fixed BB 42% 98% 76% 84% 82% 93%
Average BB Speed (Mbps) 10 8-10 30 50 10 1-2
Annual Consumer Spend on BB (US$) 564 456 264 564 258 115
% Pay-TV Penetration 89% 54% 100% 29% 95% 79%
% Cable TV Market Share of Pay-TV 57% 25% 64% 54% 86% 74%

Note: All broadband speed data from Akamal. By comparison, TRAIs data for average India broadband speed is lower because TRAI also
includes GPRS and WAP (all data technologies>=256 kbps.)
(Source: MPA Report 2013)

Key international trends

United States. Fixed broadband networks have stood their ground with cable incrementally upgrading networks
to Docsis 3.0 and maintaining the lead over telcos on the broadband front. Deployments of HD, DVR, VOD,
and recently TV Everywhere has helped Cable face strong satellite-generated headwinds and maintain its edge
in the video and broadband markets. (Source: MPA Report 2013)

United Kingdom. Despite consolidating into the United Kingdoms largest last mile cable operator, Virgin
Media has been unable to compete with BSkyB (the DTH market leader) on the video front. Instead, Virgin is

83
choosing to focus on the Docsis 3.0 enabled broadband network as a key differentiator. Deployments of VAS
such as VOD and Tivo have helped the company compete against Sky on the video front to a large extent.
(Source: MPA Report 2013)

Korea. Cables high growth rate in Korea has decreased in recent years by a revitalized telecom sector,
deploying fiber aggressively and competing on price. Nonetheless, cable still retains more than 20.0% of the
broadband market and has more than 70.0% of the market share in pay-TV. (Source: MPA Report 2013)

Taiwan. Cable continues to be dominant despite facing strong headwinds from competitors such as Chunghwa
Telecom (CT) who have been deploying fiber. Cable has remained in the region by deploying Docsis 3.0 and
digitalizing its networks rapidly. (Source: MPA Report 2013)

Broadband cable is the highest return product for distribution platforms in the United States. In pay-TV, satellite
generates higher returns to cable in general. This is due to lower operating costs from leveraging wireless
infrastructure and lower churn levels due to national footprint and higher ARPUs in comparison to cable.
However, cable broadband is the strongest solution to maximize ARPU and margins and helps cable maintain
superior returns to satellite. (Source: MPA Report 2013)

Single Product IRR (United States)

Broadband is a key driver of the cable business

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(Source: MPA Report 2013)

Evolving business economics of Indian cable operators

Fundamentally, MSOs adopt two types of expansion strategies: Width and/or Depth. Exponential growth in
the placement market (38.0% CAGR growth between 2006 and 2009) attracted many MSO towards a width
strategy model. The depth model is based on last mile connections, a B2C business model and stable
subscription fees. (Source: MPA Report 2013)

The C&P dependent model is B2B in nature and thus requires limited investments. Operators such as DEN and
SITI Cable have adopted this strategy. Certain MSOs, such as Ortel and Asianet, prefer the Depth model
which focuses on a certain geographical market, full last mile control and full retention of subscription revenues.
Some operators, such as Hathway, have successfully adopted width and depth models. Under the DAS regime,
the business model of MSOs will undergo a radical transformation. The capex cycle and economics of the
business will spread across three stages: (1) Migrating from analog to digital brings in addressability,(2)
Bundling of broadband services helps expand margins while reducing the overall pay-back period on
investments and (3) Eventually, acquisition of primary points provides better control over the operations of the
business. The MSO is then in a better position to invest in high margin products such as higher speed
broadband, HD, VOD and DVR. (Source: MPA Report 2013)

Width versus Depth Cable Strategy in India

SECONDARY POINTS PRIMARY POINTS

ANALOG DIGITAL DIGITAL DIGITAL DIGITAL

CABLE CABLE CABLE + CABLE CABLE +
BROADBAND BROADBAND

Brings Expands margins, Margins expansion due to elimination of LCOs commission. Better
addressability reduces overall pay back control also makes it feasible to cross sell high margin products
period services

(Source: MPA Report 2013)

Most MSOs have the majority of their subscriber base in Phase I and Phase II cities. Thus the early stage of the
DAS regime encourages MSOs to make investments in the seeding of STBs and in turn benefit from subscriber
addressability. In the interim, last-mile LCOs who fail to digitize face the risk of losing subscribers to DTH.
Valuations for LCOs will decrease, making most of them viable M&A targets for larger MSOs keen on
acquiring last mile. This will shift the industry profits and value to centralized distribution platforms and
broadcasters. (Source: MPA Report 2013)

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The following table sets out the primary point break up for the major MSOs in the country:

DEN DigiCable Hathway InCable Ortel SITI Cable

Subscriber Reach 11,000,000 8,500,000 8,800,000 8,500,000 431,000 10,000,000
Primary Point Subscribers 200,000 97,000 600,000 400,000 385,000 N/A
% Primary Point Subscribers 1.8% 1.1% 6.8% 4.7% 89.3% N/A
Digital Subscribers 2,500,000 2,400,000 3,400,000 1,700,000 75,000 1,600,000
% Digital Subscribers 22.7% 28.2% 38.6% 20.0% 17.4% 16.0%
HD Subscribers - 7,000 13,000 25,000 - -
% HD Subscribers - 0.1% 0.1% 0.3% - -
Broadband Subscribers 5,000 85,000 410,000 35,000 55,000 N/A
% Broadband Subscribers 0.0% 1.0% 4.7% 0.4% 12.8% N/A

(Source: MPA Report 2013)

The transition of an analog subscriber to a primary point with digital cable and broadband services will result in
~3.5x growth in operating profits. However, most MSOs that are currently on secondary point models are likely
to shift their focus from a width to depth strategy only in the future and thus most will have a very small
percentage of subscribers offering such high margins, at least in the near term. (Source: MPA Report 2013)

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 BUSINESS

Overview

We are the largest cable television distribution company in India in terms of subscribers. We serve an estimated
11 million homes across India. (Source: MPA Report January 2013) As of April 5, 2013, we had a total of 4.1
million digital subscribers. We currently provide cable television services in 161 cities across 13 states in India,
including the National Capital Region of Delhi, Kerala, Uttar Pradesh, Karnataka, Maharashtra, Gujarat,
Haryana, Bihar, Jharkhand, Rajasthan, West Bengal, Madhya Pradesh and Uttarakhand.

Since our incorporation in July 2007, we have focused on acquiring, aggregating and expanding the businesses
of existing multi-system operators (MSOs) to achieve economies of scale, deliver a standardised service and
provide broadcasters a single-point connect with millions of subscribers. As of March 31, 2013, we have
acquired a majority interest in the businesses of 118 MSOs while simultaneously expanding our own
infrastructure. Currently, our cable television services is supported by 115 analog head-ends, 18 digital head-
ends and more than 12,400 kilometres of hybrid fibre co-axial (HFC) network. We utilise local cable
operators (LCOs) to provide the last mile cable link to reach our subscribers. We believe that our extensive
presence provides us with an opportunity to take advantage of the four-phased digitisation policy announced by
the Ministry of Information & Broadcasting, Government of India (MIB), under which the cable television
distribution industry in India will be transitioned to Digital Addressable System (DAS) by December 31, 2014
requiring cable operators to transmit digital signals through addressable set top boxes (STBs) only.

We currently offer up to 255 video channels, with multiple audio-feeds, where available, through our digital
cable television services and up to 100 channels through our analog cable television service. Besides providing
the ability to telecast a greater number of channels and DVD quality picture and sound for the channels
broadcasted, our digital cable television services includes value-added services to our subscribers, such as an
interactive electronic programme guide, audio music channels, on-screen reminders, interactive games,
interactive blogging and parental controls. We also intend to commence offering our digital cable subscribers
additional value-added services such as pay-per-view services and personal video recording. Value-added
services cannot be offered through an analog platform.

We also hold an effective 25% equity interest in Media Pro Enterprise India Private Limited (Media Pro),
which is a joint venture between Star Den Media Services Private Limited (Star-DEN) and Zee Turner
Limited (Zee-Turner). Media Pro is the exclusive distributor of more than 70 television channels, including
the entire STAR group of channels, the entire NDTV group of channels, MGM, Zee and Turner group of
channels to various television distribution platforms, such as cable television, DTH satellite television, HITS,
mobile and IPTV in India, Bhutan and Nepal. Star-DEN is a 50:50 joint-venture between our Company and Star
India Private Limited (SIPL).

We own and operate certain local brand television channels from each of our head-ends, which are telecast
exclusively on our cable distribution network. These channels primarily telecast films, music, devotional
programmes or local news and events. We derive advertising revenue from these channels.

We have received a DAS licence from TRAI for operating in Mumbai, Delhi, Kolkata and Chennai as well as
cities and areas to be covered under subsequent phases of the digitisation process. Further, we have an all-India
internet service provider license to provide internet services, which we intend to roll out across our service areas
after completion of each phase of the digitisation process.

For the fiscal 2012 and the nine month period ended December 31, 2012, our consolidated total income were `
11,565.95 million and ` 6,535.79 million, respectively, and our consolidated profit after tax and minority
interest was ` 142.80 million and ` 428.95 million, respectively.

Our Strengths

Our business is characterised by the following key strengths:

87
Largest Cable Distribution Company in India

We are the largest cable distribution company in India, in terms of subscribers. We serve an estimated 11
million homes in 161 cities across 13 states in India. We have established an extensive delivery network
comprising 115 analog head-ends, 18 digital head-ends and more than 12,400 kilometres of HFC cable network.

Owing to our existing presence and our investments in STBs and digital technology, we believe that we are
well-positioned to benefit from the mandatory conversion to digital platform required to be completed by
December 31, 2014. As of April 5, 2013, we had a total of 4.1 million digital subscribers, comprising
approximately, 2.0 million subscribers in Phase I cities and 2.0 million subscribers in Phase II cities. We
provide our analog and digital cable television services to subscribers in several cities in the states of Uttar
Pradesh, Karnataka, Rajasthan, Maharashtra, Gujarat, Haryana, Madhya Pradesh, Kerala, West Bengal and
Bihar, which we believe are key growth markets. We believe that operating in these states provides us with the
opportunity to expand our business significantly.

We believe that our existing nationwide reach and our delivery network provides us with a key growth
opportunity to convert our existing analog cable television subscribers, as well as attract new subscribers for our
digital cable services.

Acquisition and Integration Track Record

We have acquired majority interests in MSOs that are located in states, which we believe have significant
television viewership and potential for increased digital cable penetration. We have successfully identified,
acquired and integrated 118 established MSOs since our incorporation. We believe that our understanding of the
cable television distribution industry has enabled us to identify and acquire appropriate acquisition targets,
which in turn, has enabled us to become the largest national cable television distribution company in India.
Typically, we retain the existing management of an MSO at the time we acquire our majority interest, which
allows us to leverage their existing relationships and goodwill with the LCOs. In addition, the senior
management of an acquired MSO generally retains a significant minority interest in the MSO, which we believe
aligns their long-term interests with our interests. When we acquire a majority interest in an MSO, we upgrade
its analog infrastructure to the extent necessary and implement our standardised policies relating to operational
systems, content sourcing, customer service, branding and marketing. We utilize the services of the LCOs
affiliated with such MSOs to promote our digital services and to activate new digital subscriptions. This
approach has enabled us to provide good quality and standardised service to all our subscribers, which we
believe, will allow us to attract new subscribers.

Established Relationship with Industry Leaders

We source our equipment for our digital service offerings from reputed vendors of digital components. We
procure STBs primarily from Cisco Systems (India) Private Limited, or its affiliates (Cisco) and Skyworth
Digital Technology Company Limited which we believe are industry leaders in STBs design and technology and
other equipment such as encoders, multiplexers, transraters and QAMs from leading suppliers such as Cisco and
Harmonic Inc. We have entered into an agreement with NDS Limited for obtaining software solutions for digital
pay-TV including supply, installation, integration, testing, training and support services. A portion of our inter-
city and intra-city network is set up on the network leased from third parties such as leading telecom service
providers. We believe that we are able to monitor and improve our network infrastructure to keep pace with the
constantly evolving subscriber preferences through our partnerships with these leading products and service
providers. We believe that our expertise in designing and constructing our cable networks enables us to rapidly
develop and expand our cable television distribution network. This expertise also allows us to efficiently
integrate the networks and technology of the MSOs, in which we have acquired a majority interest.

We have agreements with leading content providers such as MSM Discovery Limited, Media Pro, ESPN
Software India Private Limited, Indiacast Media Distribution Private Limited, UTV Global Broadcasting
Limited and Media Network & Distribution India Limited. We believe that our content agreements cover a wide
range of popular channels which cater to varied tastes and preferences of subscribers in the markets where we
are present.

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Financially Efficient Operations

While we have grown rapidly since our incorporation in July 2007, we have maintained efficiency in our
operations, which we believe differentiates us from our competitors. For each of the fiscal 2010, 2011, 2012 and
the nine months ended December 31, 2012, we recorded profit after tax, of ` 301.11 million, ` 375.26 million,
` 142.80 million and ` 428.95 million, respectively. Through our extensive operations, we have been able to
achieve economies of scale in various operational areas such as equipment purchasing, customer service and
general and administrative services. These economies of scale reduce costs per subscriber and makes our
operations more efficient. Further, through a sustained focus on recoveries and effective handling of our
relationship with LCOs, we believe we will be able to control under-reporting by LCOs in the DAS regime, thus
leading to greater revenues and profitability.

Industry-Experienced Management Team

Our management team includes professionals with extensive experience in cable television distribution,
entertainment and media operations, finance and engineering.

Our Promoter and Chairman, Mr. Sameer Manchanda, has extensive experience in the television industry. He
has played an instrumental role in the launch and success of CNN-IBN, a leading 24-hour English language
news and current affairs channel, and was an integral part of the senior management team of the Network18
group, an Indian media conglomerate that has interests in television, print, internet, film, mobile content and
allied businesses. Mr. Manchanda was also formerly a director of NDTV, a broadcaster of news and current
affairs television channels in India.

Our senior management team comprising Mr. S.N. Sharma, our Chief Executive Officer, Mr. Mohammad
Ghulam Azhar, our Chief Operating Officer, Mr. Rajesh Kaushall, our Chief Financial Officer and Mr. Navroz
Behramfram, our Chief Technology Officer, has significant experience in various areas of the television and
media industry. This includes significant experience in dealing and negotiating with MSOs, broadcasters and
content aggregators in India. Our management team includes former senior employees from leading media
companies such as IndusInd Media & Communications Limited, Hathway Cable & Datacom and Tata Sky.

Our Strategy

Our aim is to become Indias leading integrated provider of cable television distribution and cable broadband
internet services. In order to achieve our aim, we intend to follow the key business strategies described below:

Roll out Digital Services to all Subscribers

The cable television distribution industry in India is transitioning to DAS and all cable operators are required to
transmit digital signals through addressable STBs only by December 31, 2014. We are pursuing the digitisation
of our services to adhere to the schedule set out by the MIB. Phase I of this process, which covered the four
metropolitan areas of Delhi, Mumbai, Kolkata and Chennai, was required to be completed by October 31, 2012.
As of April 5, 2013, we had installed, approximately 2.0 million STBs in Phase I cities. The completion date for
Phase II, which covers all cities with a population of over one million, was March 31, 2013 As of April 5, 2013,
we had installed, approximately 2.0 million STBs in Phase II cities. Phase III, which is applicable to all other
urban areas across India, is scheduled to be completed by September 30, 2014 and Phase IV, which affects the
rest of India, is scheduled to be completed by December 31, 2014. We believe we have had significant success
in digitising our subscriber base during the first two phases of digitisation and that this will continue as we
proceed with the mandatory digitisation phases.

In addition to increased subscription fees, digitisation also provides other commercial advantages. A digital
platform enables us to offer greater number of channels, content with DVD quality picture and sound and
revenue enhancing services, such as HD (high definition) and value added services such as video on demand
and pay per view, which cannot be offered through an analog platform. The use of digital STBs enables us to
obtain accurate data about the number of subscribers using our services and eliminates the practice of under-
reporting of subscribers by LCOs. Further, digitisation enables our signal to be encrypted, thereby reducing
revenues lost due to unauthorized access. We believe that our digital service offerings reduce the likelihood of
our subscribers switching to another digital platform such as DTH satellite television, thereby strengthening our
relationships with the subscribers and enabling us to compete effectively.

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Further Expand our Presence through Strategic Acquisitions

We intend to undertake additional acquisitions of majority interests in established MSOs in order to consolidate
our position in cities and towns in which we already have a presence and to expand into other parts of India that
have significant television viewership potential for increased digital cable penetration and revenue potential. We
will continue to employ the existing management of MSOs and provide for the existing management to own
minority equity interest in MSOs to align the existing managements interests with ours and aim to incentivize
LCOs to support our digitisation strategy. We plan to continue to use this expansion and integration approach
that has enabled us to scale up our subscriber base rapidly, successfully integrate our acquisitions and provide
high quality services to all our subscribers.

Rollout our Broadband Internet Services

We have an all-India internet service provider license. We intend to launch our broadband internet offerings and
leverage our cable platform to provide these services to our digital cable television subscribers, which will also
offer us the opportunity to cross-sell our services. We intend to offer broadband in markets where digitisation
has already been completed. We have identified a standard-based technology solution for our broadband
services and have already carried out test runs. We intend to roll out our broadband services in the current fiscal.

We believe that offering bi-directional communication through cable broadband internet services is a key
commercial enhancement. We intend to leverage this competitive advantage over DTH satellite television,
which is a one way broadcast medium with no return path.

Build our Brand and Focus on Subscriber Loyalty through Good Customer Service

We have begun to build and plan to continue to enhance the visibility of our brand DEN. In 2012, we became
the first MSO in India to launch a nationwide brand marketing campaign across television, print, radio and
outdoor media to advertise our digital cable television services. (Source: MPA Report January 2013). In order to
develop our brands recognition, we distribute promotional materials and advertise across various media,
including all India television commercials, print campaigns, radio advertisement on leading FM channels and
prominent outdoor campaigns.

We have outsourced our call centre operations, with locations including Delhi NCR, Mumbai and Kolkata. Our
call centre operates16 hours a day, where service representatives provide our digital subscribers with
information regarding our services and deal with queries and complaints. We believe that by providing superior
customer service, we have been able to build subscriber loyalty. We have also implemented a range of training
initiatives for the employees of our LCOs (including training intended to improve their familiarity with our
services and procedures and training to improve phone courtesy and sales skills) to ensure that the LCOs
provide our subscribers with quality customer service. We believe that offering a recognised, branded and good
quality customer service will help us compete against existing digital cable service companies and give us an
advantage over our competitors that have not yet rolled out digital cable services in areas where we operate.

Improve the Quality of Our Own Brand Television Channels in Order To Increase Our Advertising Revenues

We own and operate certain local brand television channels from each of our head-ends, which are telecast
exclusively on our cable distribution network. We seek to cater to the local and regional interests of our
subscribers by offering regional language films, local events and news programming on our own brand
channels. Our advertising and sponsorship revenue is currently obtained primarily from local advertisers. Over
time, we intend to further standardise the look and feel of our own brand television channels and continue
improve the quality of the programming on these channels in order to increase viewership and the channels
attractiveness to regional and national advertisers. We also intend to utilize this strategy to differentiate us from
DTH satellite television, which has centralized programming.

Our Service Offerings

Below is a map of India showing the states in which we provide analog and/or digital cable distribution services.

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Map not to scale

Analog Cable Television Distribution

Our analog cable services involve the distribution of video programming from analog linear transmission
channels through our HFC network. A significant majority of our subscribers currently receive analog cable
services. Our analog infrastructure comprises 115 analog head-ends that enable distribution of our analog cable
services. The analog transmission is distributed to subscribers utilising an LCO through a feed processed at an
analog head-end through our control room. Our analog packages presently offer up to 100 channels.

Our analog cable services are provided by down linking signals containing content from various broadcasters
using multiple satellite dish antennas located at the various analog head-ends. The signals received by the
antennas for a particular channel are then fed into an integrated receiver descrambler (IRD), which is used to
decrypt the scrambled channel. The IRD typically converts the signal to a baseband audio and video signal
which is then inserted into a modulator. The modulator is a device which takes the baseband input signal and
converts it into an radio frequency (RF) modulated signal. A modulator allows one service to be transmitted
per radio frequency carrier. After the modulation process is completed, all RF signals are combined so that they
can be transmitted via a single cable through our HFC network. The HFC network then distributes the signals
from the head-end to LCOs in various service areas. Finally the signals are delivered to subscribers.

Digital Cable Television Distribution

We launched our digital cable television services in February 2008. We currently offer up to 255 video
channels, with multiple audio-feeds, where available, through our digital cable television services. We currently
have 18 operational digital head-ends located in the National Capital Region of Delhi, Lucknow, Kanpur,
Meerut, Bangalore, Cochin, Rajkot, Surat, Nashik, Navi Mumbai, Mumbai and Pune.

Driven by the regulatory requirement in relation to compulsory digitisation, we have rapidly scaled up our
digital subscriber base. Compared to 1.0 million and 2.0 million digital subscribers, as of June 6, 2012 and
October 29, 2012, respectively, as of April 5, 2013, we had a total of 4.1 million digital subscribers, comprising
approximately, 2.0 million subscribers in Phase I cities and 2.0 million subscribers in Phase II cities. We
estimate that the number of our subscribers in Phase II, Phase III and Phase IV cities who are yet to be
converted to digital services is approximately 1.0 million, 4.0 million and 2.0 million, respectively. While the

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MPA Report January 2013 states that the total number of our subscribers is 11.0 million, the phase-wise
number of our analog subscribers is based on our internal estimates and have not been independently verified by
us or derived from any independent third party source. See Risk Factors The phase-wise analog subscriber
numbers included in this Placement Document is not derived from any independent third party source.

The table below sets forth the step-by-step process of delivering digital cable television services to a subscriber:

We receive signals from the broadcaster via an array of dish antennas.

The received signals are then demodulated and decrypted by an IRD.

Un-encrypted signals are processed in the compression system using encoders,

multiplexers and routers among other equipments, and then encrypted with our DAS to
prevent unauthorised reception of the signal.

The encrypted signals are modulated and combined together on various frequencies for
delivery to our HFC network.

From the HFC network, LCOs take the feed for the last mile connectivity to our
subscribers.

STBs installed at subscribers premises are activated using the subscriber management
system and the signals are decoded for viewing .

In order to receive digital cable television, subscribers require STBs that we purchase from a number of leading
international vendors. Under our agreement with the LCOs, we charge new subscribers an activation fee for
activating their consumer premises equipment, primarily a STB and related equipment. The STB continues to be
owned by us, is capitalized on activation and amortized over a period of eight years. The STBs are identified by
their unique serial numbers assigned by their respective vendors. The STBs are identified in our subscriber
management system by these serial numbers, and are assigned to subscribers in the process of activating their
digital cable television services. The STB decodes and decrypts the signals, which results in the conversion of
the signals into the content that is displayed on the subscribers television screen.

Our digital cable services are enhanced with value-added services such as interactive electronic programme
guides, on-screen reminders, interactive games, parental controls, audio music channels, interactive blogging
and City Bytes. We plan to offer additional value-added services such as pay-per-view services, video on
demand and personal video recorders. A brief description of the value-added services that we offer is provided
below, all of which we provide for free:

Electronic Programme
Guide:
On-Screen Reminders:
Music Audio Channels:
Parental Control:
City Bytes:
Interactive Games:
Interactive blogging:
An on-screen guide to scheduled broadcast television content. This allows a
subscriber to navigate, select and discover content by time, title, channel or
genre by using a remote control.
A feature that allows a subscriber to programme his or her STB in advance by
reminding him or her when a particular piece of content is about to air. This
feature is accessed through the electronic programme guide.
Round the clock audio content offering different genres of music, including
regional language music. This service is offered only in select areas.
A feature that enables parents to block their childrens access to any particular
content or channel.
Interactive television feature available through which a subscriber can search
for restaurants and events. This service is offered only in select areas.
A feature that enables subscribers to play games on STBs using the remote
control. Subscribers can choose from a variety of games, including card
games, board games and puzzles. This service is offered only in select areas.
A feature that enables subscribers to interact with one another on relevant
discussion topics and also express their views on the content shown on
television. This service is offered only in select areas.

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Agreement with LCOs

We rely on LCOs to sign-up subscribers for our cable television distribution services. For our digital services,
the LCOs are required to collect the subscription fee from the subscribers and remit the collected amount to us
based on the number of STBs issued to them by us after deducting their commission. In case of analog services,
each subscriber pays a subscription fee to the LCO who then remits the same to us after deducting his
commission.

We typically enter into exclusive affiliation agreements with LCOs, pursuant to which the LCOs receive our
signal feed and agree to offer our cable services to the subscribers. The affiliation agreements are typically valid
for a period of one to five years. Under some of our agreements, an LCO may terminate the agreement on 30
days notice provided that all the accounts are fully settled between us and the LCO.

The LCOs are typically responsible for obtaining all registrations and approvals with respect to provision of
services to the subscribers and installing all infrastructure for connection between head-end and the LCOs node
and for providing the last mile connectivity to homes of the subscribers. Some of the other key obligations of the
LCOs under their agreements with us include:

maintaining the essential infrastructure and making all necessary upgrades to maintain quality of the
programming feed;
responsible for preventing all unauthorized and illegal reception and transmission of the programming
feed;
not allowed to transmit any unauthorized programming or insert any audio or video advertisement in
the feeds or to tape or copy or transmit the feed to any premise for industrial or commercial use;
a non-compete during the term of the agreement, under which they are not allowed to run any other
cable distribution or similar business, or set up or operate a head-end or a control room or induce
subscribers from disassociating with our services; and
indemnify us for any losses caused by any failure of the LCO to comply with the terms of their
agreement with us.

Some of the MSOs that we acquired a majority interest in also own the last mile link to our subscribers and
therefore, their subscribers are serviced directly by us.

Agreements with MSOs

Generally, we acquire a majority voting interest in existing cable networks of MSOs across India. As a majority
of the cable networks acquired by us are generally operated by the MSOs through sole proprietorships or
partnership firms, we require such MSOs to transfer their business and/or the assets to a newly incorporated
company pursuant to either a business or an asset transfer agreement. We then acquire a majority interest in the
newly incorporated company pursuant to share subscription or a purchase agreement and enter into a
shareholders agreement governing the management of this company going forward. If the cable network
business is being operated by an MSO through an existing company, we directly acquire a majority interest
pursuant to a share subscription or a purchase agreement. Pursuant to the acquisition of such cable networks, we
also enter into a management and technical services agreement with each of the newly created or acquired
subsidiaries. The key terms of these agreements are set out below:

Asset Transfer Agreements: Pursuant to an asset transfer agreement, the existing sole proprietorship or the
partnership firm sells the entire assets of the firm to the newly incorporated company, free of any liens or
encumbrances, such that the full ownership over the assets is transferred to the relevant newly incorporated
company.

Business Transfer Agreements: Pursuant a business transfer agreement, we acquire all the assets of the MSO
including the channel decoders, right to receive subscription fees from the LCOs, placement fees from the
broadcasters and advertising fees received from its advertisers and the benefit of any contract with any other
third party. Typically, the liabilities are specifically excluded from the transfer agreement and in the event that
they are not excluded, all obligations with respect to the liabilities prior to the signing of the agreements remain
with MSO and it is required to indemnify us against any loss, claim, damage, liability or expense from any
undisclosed liability that has been incurred prior to signing of the agreement.

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Share Subscription/Share Purchase and Shareholders Agreements: Under our agreements with the other
shareholders of the company which owns the business of the MSO, we typically agree to the following
provisions:

majority of the relevant subsidiarys board of directors is nominated by us;

the existing shareholders are not entitled to sell their shareholding for a specified period of time,
usually extending up to a period of five years, and if after such time the existing shareholders are
desirous ofselling their shares, then we have a right of first refusal to purchase their shares;
we have the right to acquire the remaining shareholding of the existing shareholders at a mutually
agreed price; and
the existing shareholders are not allowed to engage, directly or indirectly, in any competing business
for a specified period of time.

Management and Technical Services Agreement: Our Company enters into a management and technical
services agreement with each of the Subsidiaries to supply services including providing digital head-end signals,
STBs, underground or overhead fibres and advice on content aggregation in exchange for management fee. In
certain instances, our Company also agrees to provide additional services such as advising on marketing and
branding services, designing and launching of packages, interactive services, value-added services and triple
play initiatives.

Programming

We currently offer up to 100 channels of programming on our analog cable television platform and up to 255
video channels, with multiple audio feeds, where available, on our digital cable television platform. The number
of channels offered is dependent on the location and subscriber demographics in the target market. To meet the
diverse needs of the large, culturally diverse and multi-lingual Indian market, we offer a broad range of content.

Our digital subscribers pay and view channels according to their specific tastes by choosing specific packages
that we have put together, and which consists of various channels across numerous different genres. They also
have the option of selecting channels on an a-la-carte basis.

We currently offer four monthly subscription packages in the DAS Phase I cities:

Subscription Packages Monthly Subscription Fee

1. DEN Basic Pack ` 100
2. DEN Intro Pack ` 180
3. DEN Family Pack ` 225
4. DEN Platinum Pack ` 270

Our programme offering is based on various combinations of the channels from the key genres listed out below,
which varies from city to city and time to time:

Hindi Entertainment
Hindi Movies
English Entertainment
English Movies
Lifestyle
Hindi News
English News
International
Sports
Kids
Music
Infotainment
Regional Languages
Spiritual
DEN Channels

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We also derive a substantial portion of our subscription revenue from placement fees. These fees are paid to us
by broadcasters and content aggregators for carrying their channels and placing their channels on their preferred
channel number or position in the logical channel numbering (LCN) and the package in case of digital
services or preferred signal and frequency band in case of analog services.

Own Brand Television Channels

We own and operate up to 8 local brand television channels from our digital head-ends, which are telecast
exclusively on our cable distribution network. These channels primarily telecast films and also offer music,
devotional programmes or local events and news.

We currently have distribution rights for over 3,000 films to be telecasted through our own brand channels. The
agreements that we have entered into with broadcasters and content aggregators typically have a term of one
year which renew from time to time. We seek to continuously acquire the distribution rights of additional films,
music and other content to cater to the tastes and preferences of a diverse and varied group of subscribers and to
differentiate ourselves from our competitors.

We earn revenues from our own brand television channels by selling advertising spots that are interspersed in
our channels regular programmes, by selling sponsorship rights to certain content and from stills, banner
advertisements and screen crawlers that are displayed on the bottom of the television screen while regular
content is broadcast. Each of our MSOs typically has a small team responsible for generating advertisement
revenues, who are assisted by a central sales team.

Broadband Internet Services

We have an all-India internet service provider license to provide internet services, which we intend to roll out
across our service areas upon completion of each phase of the digitisation process.

We have considered various technology options for our broadband services and have identified a standard based
technology solution for leveraging our current reach and subscriber base. We have tested the technology in
densely populated neighbourhoods with numerous commercial establishments and small industries, which have
a propensity for high noise. A light touch approach to plant upgrade was used and trial subscribers were
provided with access to our technology interface. Based on these tests, we intend to roll out our broadband
services in the current fiscal.

Programming Suppliers

We procure content through channel distributors or owners. Under Indian interconnection regulations, all
broadcasters and distributors are required to offer their content to all platforms and operators. We enter into
content agreements with channel distributors and owners to license channels for viewing by our subscribers and
we pay them content and programming cost as stipulated under the agreements. The content providers, from
whom we license channels include primarily:

Media Pro Enterprises India Private Limited

IndiaCast Media Distribution Private Limited
MSM Discovery Private Limited
ESPN Software India Private Limited
UTV Global Broadcasting Limited
Taj Television (India) Private Limited

Typically, content owners charge an agreed price per subscriber for the content provided or an agreed upon
fixed fee. In addition to paid content, a number of channel distributors or owners, such as the free-to-air
channels, provide their content at no cost, and in certain instances, we charge channel owners placement fees for
including certain channels in our subscription packages.

Equipment and Network

We purchase our equipment from reputed manufacturers, including STBs from Skyworth Digital Technology
Company Limited and Cisco, encoders, multiplexers, transraters and QAMs from Harmonics Inc. and Cisco,

95
and encryption technology from NDS Limited. Except for encryption technology, we have not entered into any
long-term supply agreements. We enter into annual maintenance agreements with these vendors. In the event
that our current suppliers are unable to fulfil our requirements, we believe that there are various alternative
suppliers available to us who can fulfil our requirements. Out of our over 12,400 kilometres of HFC network,
we own over 9,500 kilometres and lease over 2,900 kilometres. In this respect, we have entered into agreements
with third parties such as telecom service providers.

Maintenance of Our Equipment and Network

We have entered into an agreement with NDS Limited for obtaining software solutions for digital pay-TV
including supply, installation, integration, testing, training and support services. We use a comprehensive
network management software package to monitor and log any problems affecting our head-ends. The network
management software can be accessed locally at each head end and at the central location at Okhla, New Delhi.
We also monitor the live video at each head-end on 24-hour, 7-day a week basis. With respect to head-end
equipment whose malfunction could affect more than one channel, we keep standby or replacement equipment
and software ready for immediate use. In respect of the cables owned by us, we provide for adequate route
redundancy to maintain connectivity and ensure uninterrupted services. All our sites are accessible to our
equipment vendors in case offsite technical support is required. To ensure our services can operate on a 24-hour,
7-day a week basis, all sites have uninterrupted power supplies (UPS), which are backed up by generators.

Customer Service

We believe that good customer service helps to build subscriber loyalty. The current structure of the Indian
cable television distribution industry results in the LCOs having direct contact with our subscribers in respect of
sales, billing, technical support and general assistance. However, since it is important to us that our subscribers
receive superior customer service, our training teams provide employees of LCOs with instruction intended to
improve their familiarity with our services and procedures, develop their phone courtesy skills and enhance their
sales skills. The LCOs cable installation personnel and other employees who visit our subscribers are given
extensive training to maintain high standards of professionalism and courtesy. We believe that with increased
digitisation, we will have a greater role in our customer service polices.

We have provided our digital cable television subscribers with a toll-free number that they can use to contact
our outsourced call centre, which is operated by Serco BPO Private Limited and located in Delhi NCR, Kolkata
and Mumbai. This call centre operates 16 hours a day and uses interactive voice technology in three different
languages. Customer service representatives are trained to professionally deal with inquiries and complaints
from subscribers. In the event that our customer service representatives are unable to handle particular queries
from subscribers, such queries are redirected to the relevant LCOs.

We also maintain a team of service engineers for installation and servicing of equipment.

Sales and Marketing

Our marketing efforts are focussed on converting our analog subscribers to digital subscribers. Our brand
campaign is focused on building the digital viewing category and encouraging subscribers to upgrade their
television viewing to digital cable. We distribute leaflets and other promotional materials, post advertisements
on kiosks and use banners. We have also appointed direct sales agents to create greater consumer awareness
about our digital cable services and undertake sales and marketing activities. We also rely on the vast network of
LCOs that distribute our cable service to promote our digital services. LCOs conduct on the ground marketing
activities to demonstrate digital cable service to potential subscribers.

In order to develop our brands recognition, we distribute promotional materials and advertise across various
media, including all India television commercials, print campaigns, radio advertisement on leading FM channels
and prominent outdoor campaigns. We also undertake consumer engagement and digitisation awareness
activities such as direct marketing of STBs, partnering with resident welfare associations, staging street plays
and placing of a branded canter with an on-board TV and DEN STB at strategic locations to build brand
awareness and subscriber loyalty. We also run advertisements for our digital cable services on our own brand
television channels.

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Media Pro

In January 2008, we formed a 50:50 joint venture with SIPL, namely Star-DEN, to distribute certain channels
which SIPL owns, controls or operates. In May 2011, we revised the scope of Star-DEN to invest in a joint
venture, Media Pro, with Zee-Turner, which is itself a joint venture between Zee Entertainment Enterprises
Limited and Turner International India Private Limited, effectively giving us a 25% equity interest in Media
Pro.

Media Pro is the exclusive distributor of over 70 channels to providers of various television distribution
platforms, such as cable television, DTH satellite television, HITS, mobile and IPTV, in India, Bhutan and
Nepal including the STAR, Zee and Turner groups of channels excluding channels with primarily sports content
and other leading channels such as NDTV and MGM which have been licensed by Media Pro for periods
ranging from two to seven years. Media Pro also serves as a platform for Star-DEN and Zee Turner to
collaborate in content aggregation, distribution and marketing, improve content, curb channel signal piracy and
address the challenges of digitisation and addressability.

This joint venture agreement contains customary provisions with respect to appointment of directors,
management of this company, affirmative and information rights of the shareholders, non-compete
arrangements and shareholder exits. This agreement will continue in force and effect till March 31, 2016 or such
other extended date as may be mutually agreed among the shareholders in writing. Unless a termination notice is
served by any shareholder at any time prior to September 30, 2015, the term of the agreement shall
automatically stand extended by a further period of three years.

For details, see Organization Structure and Major Shareholder.

Competition

Our cable television distribution business faces competition from other local, regional and national cable
television distributors and providers of television services through different transmission platforms, such as
DTH satellite television and IPTV, as well as from Indias traditional terrestrial broadcasting service,
Doordarshan. We believe that our strongest competitors providing cable television services include Hathway,
Digicable, InCable and Siticable. All four of these competitors have a presence in multiple cities across India.
Our competitors providing DTH satellite television services include TataSky, DishTV, Videocon D2H, Sun
Direct, BIG TV and Airtel Digital TV. We also compete with providers of IPTV, including BSNL, MTNL,
Bharti Airtel and Reliance Communications.

Competition is not necessarily limited only to traditional forms of television services such as competition based
on programme offerings, customer satisfaction, network quality and price, but may also include competition in
respect of value-added services that competitors can offer. Competition may increase in the future due to
changes in laws and regulations governing the television industry.

Our own brand television channels compete with the other television channels distributed by us.

Television competes with other forms of entertainment for the attention of the consumer. The introduction of
new technologies and cultural shifts may all affect consumer interest in watching television.

Our broadband cable internet services will compete with fixed telephony carriers and other broadband internet
access providers, as well as providers of dial-up internet access and with emerging technologies for the
provision of broadband internet services. We believe that competition in the provision of broadband internet
service is based on speed of access, the ability to handle large volumes of data, price, technical support and the
quality of data transmissions. We believe that our main competitors in this market are MTNL, BSNL, Tata
Indicom, Bharti Airtel, Sify and Reliance Communications.

Intellectual Property

We have a registered trademark for DEN under class 38, which pertains to trademarks for broadcasting and
distribution of video, communication and data signals, including signals for television, radio programmes, video
programmes and cable television services. Further, we have received registrations for the EXCITE and CINE
TIME trademarks.

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We have the telecast rights for more than 3,000 films for the purposes of delivering them through our network.
We typically purchase the right to transmit a film in India through a cable platform for an unlimited number of
times for a term of one year.

Awards and Recognition

We have won industry awards and recognitions including:

The Best Indian Cable TV MSO at the Indian Telly Awards Function held by indiantelevision.com in
June 2010; and
Ranked among top 500 companies, in terms of revenue, in the Business Standard BS 1000 annual
ranking of Indian companies in February 2010.

Insurance

We are covered by commercial general liability insurance policies for loss caused to our property or assets by
earthquakes, accident, burglary, fire, flood, riot, strike or malicious damage. We also maintain group medical
insurance for expenses related to hospitalization due to illness, disease or injury for all our employees. Further,
we provide and maintain directors and officers liability insurance for all our Directors and certain employees.

Notwithstanding our insurance coverage, damage to our facilities, equipment and properties could nevertheless
have a material adverse effect on our business and our financial condition and results of operations to the extent
such occurrences disrupt normal operations of our business or to the extent our insurance policies do not cover
our economic loss resulting from such damage.

Human Resources

We believe that our ability to maintain growth depends to a large extent on our strength in attracting, training,
motivating and retaining employees. As of March 31, 2013, we had 563 employees (not including Star-DENs
and Media Pros employees), as set out below:

Function Number
Operations 188
Technical 185
Finance & Accounts 149
Others 41

We do not employ any part-time employees. None of our employees are covered by collective bargaining
agreements. We consider our relations with our employees to be good.

Our employees currently receive salaries and benefits which, we believe, are competitive in the industry. In
addition to recruiting employees who already have experience in their areas of focus, we also recruit university
students through on-campus interviews. We ensure that our employees are up-to-date with current trends in our
industry and accomplishes this by providing professional training to employees at all levels.

Properties and Facilities

We do not own any property. Set forth below are the details of the leases for our registered and corporate office:

Address Area (in square feet) Term

Basement and ground floor of 236, Okhla
Three years starting from September 2010 until August
Industrial Estate, Phase III, New Delhi- 110 19,000
2013*
020
First Floor of 236, Okhla Industrial Estate, Three years starting from December 1, 2010 until
3,500
Phase III, New Delhi- 110 020 November 30, 2013**

* Under the lease deed dated October 20, 2007 between our Company and Luxor Metaltec India Private Limited, the lease may be
further renewed for another term of three years at the option of the lessee. The premise has been conveyed by Luxor Metaltec India
Private Limited to Oviyan Trading Private Limited by way of a sale deed dated August 4, 2011, who have confirmed the present lease
arrangement of our Company.

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** Under the lease deed dated February 5, 2008 between our Company and Luxor Metaltec India Private Limited, the lease may be
further renewed for another term of three years at the option of the lessee. The premise has been conveyed by Luxor Metaltec India
Private Limited to Oviyan Trading Private Limited by way of a sale deed dated August 4, 2011, who have confirmed the present lease
arrangement of our Company.

In addition to the above mentioned properties, we lease various properties for commercial and official purposes
across the various states from which we operate.

Our digital and analog head-ends are located on property that we either lease or over which we have entered into
a leave and license agreement. The term of those agreements range from a period of 11 months to nine years.

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 LEGAL PROCEEDINGS

Except as described below, our Company, our Subsidiaries and Joint Ventures are not involved in any material
legal proceedings, and no proceedings are threatened, which may have, or have had, a material adverse effect
on the business, properties, financial condition or operations of our Company and our Subsidiaries, taken as a
whole.

A. Material Litigation Involving our Company and our Subsidiaries

Litigation filed against us

Criminal case

1) Kamlesh Kumar Srivastav filed a criminal complaint (no. 5294 of 2012) against our Company and
others in the court of Judicial Magistrate First Class, Belapur alleging that our Company and DEN
Supreme Satellite Vision Private Limited, one of our Subsidiaries, broadcasted certain false news
relating to Mr. Srivastav on the NMTV channel. Mr. Srivastav has prayed for a deterrent process to
be issued against the accused persons.

Civil matters

1) Gopalbhai Gohel and others filed a civil suit (no. 2215 of 2010) against our Company and Dewshree
Network Private Limited (Dewshree) in the High Court of Delhi alleging that our Company has paid
` 1.06 million of the total agreed amount of ` 121.44 million payable to Mr. Gohel and others in
consideration of transfer of 51% of their shareholding in Dewshree to our Company. In connection with
the same issue, our Company has filed an arbitration petition (no. 253 of 2010) against Dewshree, Mr.
Gohel and others in the High Court of Delhi praying, among other things, for an order restraining Mr.
Gohel from interfering in the access of our Companys nominee directors to the premises of Dewshree.
Further, our Company filed an arbitration petition (no. 1 of 2011) for appointment of an arbitrator. The
High Court by an order dated December 2, 2011 appointed an arbitrator and disposed off all the above
matters. Our Company filed a statement of claims dated February 4, 2012 against Dewshree and others
claiming refund of ` 1.06 million, ` 12.88 million towards set top boxes provided by our Company, `
2.39 million towards assets installed by our Company and ` 10 million towards loss of goodwill of our
Company. Dewshree filed its counter claim dated March 6, 2012 claiming a total of ` 172.82 million
from our Company.

2) ESPN Software India Private Limited (ESPN) filed a petition (no. 588 of 2012) against our
Company before the Telecom Disputes Settlement Appellate Tribunal seeking directions against our
Company to restore the services of ESPN in our Companys analogue cable networks in authorized
areas of Mumbai and Delhi where our Company has allegedly deactivated the channels of ESPN
without issuing notice to ESPN and public notice as required under TRAI Regulations. ESPN has
sought declaration that the actions of our Company in deactivating the channels of ESPN as illegal and
direct our Company not to indulge in any disruption of services of ESPN, issue mandatory injunction to
our Company for restoring the services of ESPN and to ensure re-transmission to the viewers. ESPN
has also sought for interim relief to immediately restore the services of ESPN. Our Company filed a
reply dated October 9, 2012.

3) Mr. Milind D. Kapse and others filed a company petition (no. 104 of 2011) against our Company, Den
Nashik City Cable Network Private Limited (Den Nashik) and others before the Company Law
Board, Mumbai Bench, under Section 397 and 398 of the Companies Act alleging amongst other
things, failure in furnishing documents sought, failure to issue share certificates to Mr. Kapse for bonus
shares issued; related party transactions not having been conducted at arms length basis and
mismanagement of the affairs of Den Nashik. A reply dated March 30, 2012 has been filed and Mr.
Kapse and others have filed a rejoinder dated July 6, 2012.

Income tax matters

1) The Assistant Commissioner of Income Tax, New Delhi (ACIT) passed an assessment order dated
December 22, 2010 on the Company for the assessment year 2008-09 disallowing, in the computation
of income, tax free dividend income, excess depreciation on UPS, interest on TDS and late deposit of

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 employees contribution of ESI. The assessment order assessed a total loss as ` 141.23 million. Our
Company filed an appeal (no.87/CIT(A)XVII/Del/11-12) before the Commissioner of Income Tax
(Appeals), New Delhi (CIT(A)) challenging the assessment order. The CIT(A) passed an order dated
December 19, 2011, allowing excess depreciation on the uninterruptable power supply and allowing
deduction of certain amount of tax free dividend income. However, the CIT(A) directed the Company
to furnish cash flow statements regarding loans and share capital to the ACIT and directed the ACIT to
verify the same and re-assess the disallowance of ` 3.81 million. Both, our Company and the ACIT,
filed appeals (no. 819/Del-2012 and 1149/Del-2012, respectively) before the Income Tax Appellate
Tribunal challenging the order dated December 19, 2011 passed by the CIT(A).

2) The Additional Commissioner of Income Tax, New Delhi (ACIT) passed an assessment order dated
December 16, 2011 on the Company with respect to assessment year 2009-2010 disallowing, in the
computation of income, tax free income of ` 45.48 million arising from interest bearing loans allegedly
utilized for investment in mutual funds and in shares of subsidiaries. The ACIT assessed a total loss as
` 31.07 million. Our Company filed an appeal (no. 197/11-12) before the Commissioner of Income Tax
(Appeals), New Delhi (CIT(A)) challenging the order dated December 16, 2011. The CIT(A) passed
an order dated August 2, 2012 rejecting the disallowance of interest bearing loans utilized for
investments in fixed assets and working capital and upholding the disallowance of administrative
expenses amounting to 0.5% of average investments. The ACIT filed an appeal (no.5599/Del/2012)
before the Income Tax Appellate Tribunal challenging the order dated August 2, 2012 passed by the
CIT(A). Our Company filed cross objections on January 2, 2013.

Service tax matter

Commissioner of Central Excise, Bangalore passed an order (no. 15/2012) dated December 20, 2012
against Amogh Broadband Services Private Limited, Bangalore (Amogh) for recovery of Cenvat
credit of ` 47.05 million alleging that Amogh had failed to furnish the requisite documents; differential
service tax of ` 41.31 million; ` 1.39 million towards service tax payable on consideration received
from internet and optic fibre installation falling under the category of erection, commissioning or
installation services; along with interest and penalty. Amogh filed an appeal dated March 5, 2013
before the Customs, Excise and Service Tax Appellate Tribunal, Bangalore, praying for setting aside of
the order dated December 20, 2012.

Litigation filed by us

1) Our Company filed criminal complaint (no. 33 of 2013) under sections 138 and 142 of the Negotiable
Instruments Act, 1881 (N.I. Act) in the court of Additional Chief Metropolitan Magistrate, Saket
Courts, New Delhi against Indo Asian News Channel Private Limited and others for dishonour of two
cheques of ` 0.50 million each given to our Company on behalf of India Asian News Channel Private
Limited in consideration for placement of their channel reporter in areas of Kochi.

2) Our Company filed a petition (no. 491 of 2012) against Mahuaa Media Private Limited (Mahuaa), a
broadcaster of a TV channel Mahuaa in the Telecom Disputes Settlement and Appellate Tribunal,
New Delhi alleging default by Mahuaa in payment of distribution and placement charges of ` 41.84
million to our Company for distribution and placement of Mahuaa channel under the minutes of
understanding entered into between our Company and Mahuaa. Mahuaa filed a reply dated October 8,
2012 and our Company filed a rejoinder to the reply on November 15, 2012.

3) Our Company filed a criminal complaint (no. 2129/1/11) against Mr. Sanjay Karalkar, proprietor of
Crystal Internet Online Services before the Metropolitan Magistrate, Saket, New Delhi. Mr. Karalkar
agreed to sell 51% economic and controlling stake of the cable television networking business of
Crystal Internet Online Services for a total sum of ` 30.40 million. While executing the memorandum
of understanding dated October 6, 2007, our Company paid cheques worth ` 8 million to Mr. Karalkar.
Subsequently, Mr. Karalkar did not wish to transfer the 51% stake and he issued two cheques in favour
of our Company worth ` 8 million which were dishonoured. Mr. Karalkar filed a reply dated January
15, 2013.

4) DEN Sky Media (DEN Sky) has filed appeals before various courts, tribunals and authorities
challenging the assessment orders passed by Commercial Tax Officer, Jodhpur (CTO) for the period

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 between June 2008 and March 2011 on the ground that levying entertainment tax on DEN Sky is illegal
and unconstitutional. The aggregate amount involved is ` 29.02 million.

B. Past Proceedings Involving our Company and Directors

SEBI issued show cause notices dated May 18, 2012 to our Company, our Directors and certain other
parties alleging certain violations of the SEBI Act and related regulations with respect to our initial
public offering in November 2009. Our Company filed a consent application dated July 12, 2012 with
SEBI, without admitting or denying any guilt on their part, for settling the adjudication proceedings
commenced against our Company and our Directors pursuant to the show cause notices. Accordingly,
SEBI passed a consent order dated March 11, 2013 for settlement of the adjudication proceedings upon
payment of ` 20.88 million by our Company and ` 0.20 million by each of our Directors as settlement
charges.

C. Material Litigation Involving the Joint Ventures

Except as disclosed below, there is no outstanding litigation involving our Joint Ventures:

1) Media Pro and ESPN Software India Private Limited have filed appeals (nos. 6040 and 6041
of 2010) against TRAI and others in the Supreme Court of India challenging the order dated
May 28, 2010 passed by TDSAT, whereby the notification dated November 21, 2006 issued
by TRAI relating to commercial tariff was set aside. The Supreme Court passed an interim
order dated August 16, 2010 staying the operation of the order dated May 28, 2010.

2) Star India Private Limited and Set Discovery Private Limited filed appeals (nos. 12 (c) of
2007 and 9 (c) of 2006) against TRAI before the TDSAT challenging the Telecommunication
(Broadcasting and Cable) Services (Second) Tariff (Eighth Amendment) Tariff Order, 2007
issued on October 4, 2007 (Order) by the TRAI alleging that the Order was discriminatory
and prejudicial to the commercial interest of the broadcasters and consumers and the same
only enabled the MSOs and LCOs to demand a higher carriage fee. The TDSAT passed an
order dated January 15, 2009 setting aside the impugned Order and directed the TRAI to
review the matter afresh and issue a comprehensive order. TRAI has filed a special leave
petition (nos. 829-833 of 2009) challenging the order dated January 15, 2009 passed by the
TDSAT. The matter is currently pending before the Supreme Court.

3) Star DEN Media Services Limited and others filed appeals (nos. 3(c) to 10(c) of 2010)
challenging the Telecommunications (Broadcasting and Cable) Services (Fourth)
(Addressable Systems) Tariff Order, 2010 praying for setting aside of the same; setting aside
and quashing of Part II of the said tariff order relating to wholesale tariff; and setting aside
Clause 4(1) of the tariff order. TDSAT passed an order dated December 16, 2010 setting aside
the proviso to Clause 4(1) of the tariff order and directing TRAI to start the process of tariff
fixation afresh upon taking relevant factors into consideration. TRAI has filed appeals (nos.
2847 to 2854 of 2011) in the Supreme Court of India challenging the order dated December
16, 2010 passed by TDSAT.

4) East India Hotels Limited and The Connaught Prominent Hotels Limited filed appeals (nos. 17
(C) of 2006 and 18 (C) of 2006) against TRAI, Star Den and others before the TDSAT
challenging the Telecommunication (Broadcasting and Cable) Third (CAS Area) Tariff (First
Amendment) Order, 2006 and Telecommunication (Broadcasting and Cable) Services Second
Tariff (Seventh Amendment) Order, 2006 issued by the TRAI by which the said authority had
fixed rates for commercial cable subscribers on the basis of classification made amongst
different classes of hotels and commercial establishments. TDSAT passed an order May 28,
2010 setting aside the impugned tariff orders. Star Den filed appeals (nos. 10476-10477 of
2010)in the Supreme Court of India challenging the order dated May 28, 2010.

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 REGULATIONS AND POLICIES IN INDIA

The following is an overview of the important laws and regulations which are relevant to our business in India.

The description of laws and regulations set out below is not exhaustive, and is only intended to provide general
information to QIBs, and is neither designed nor intended to be a substitute for professional legal advice. The
statements below are based on the current provisions of Indian law, which are subject to change or modification
by subsequent legislative, regulatory, administrative or judicial decisions.

Our Company is engaged in the business of providing cable television and internet services.

Central Laws

Foreign Direct Investment

FDI investment, in activities pertaining to cable network (MSOs undertaking upgradation of networks towards
digitalization) and headend-in-the-sky (HITS) broadcasting service is permitted up to 74% of the paid up
equity capital, of which 49% is permitted under the automatic route and may be increased to 74% with the prior
approval of the FIPB. Further, FDI in activities relating to cable network (MSOs not undertaking upgradation of
networks towards digitalization and LCOs) is restricted to 49% under the automatic route.

Each of our Company, directors, key executives such as any managing director, chief executive/financial
officer, chief operating/technical/security officer, any shareholder of our Company who holds 10.0% or more of
our paid-up Equity Share capital, and any other category of persons as may be specified by MIB from time to
time, are required to obtain security clearance from the MIB

Cable Television

The following acts, rules and regulations govern our cable television business:

The Cable Television Networks (Regulation) Act, 1995 (Cable Television Act)

The Cable Television Act regulates the operation of cable television networks in India. The Cable Television
Act requires any cable operator who is desirous of operating a cable television network to be registered with the
head post master of the area concerned. Where the Central Government is satisfied that it is necessary in public
interest to do so, may make it obligatory for every cable operator to transmit or re-transmit programmes of any
channel in an encrypted form through a DAS. The Cable Television Act further stipulates that no programme or
advertisement shall be transmitted, unless it is in conformity with the prescribed programme code and
advertisement code, respectively. The Cable Television Act also mandates that the equipment to be used by a
cable operator has to be in conformity with the standards prescribed by the Bureau of Indian Standards. By an
amendment to the Cable Television Act in 2011, every cable operator, is required to publicize information
relating to subscription rates, standards of quality of service and mechanism for redressal of subscribers
grievances at such period intervals as may be specified by the Central Government.

The Ministry of Information and Broadcasting issued notification dated November 11, 2011 (DAS
Notification) under the Cable Television Act, making it mandatory for every cable operator to transmit or re-
transmit programmes of any channel in an encrypted form through a digital addressable system in four phases in
such cities and with effect from such dates as specified in the DAS Notification. Phase I included the cities of
Mumbai, Delhi, Kolkata and Chennai where digitalization had to be completed by June 30, 2012. The said
deadline of June 30, 2012 was extended until October 31, 2012. Phase II which included 38 cities, was required
to be completed by March 31, 2013. Further, phases III and IV are required to be completed by September 30,
2014 and December 31, 2014 respectively.

A MSO permission was issued to our Company on July 4, 2012 for operating in DAS areas of Mumbai, Delhi,
Kolkata and Chennai as well as cities/towns/areas occurring against phase II, phase III and phase IV as notified
in the DAS Notification. The permission is granted for a period of 10 years from the date of issue.

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The Cable Television Network Rules, 1994 (Cable Television Rules)

The Cable Television Rules stipulates that registration as a cable operator needs to be renewed every 12 months.
The Cable Television Rules stipulates that a MSO shall apply for registration in order to provide DAS services.
Every subscriber who is desirous of receiving one or more pay channels may approach any registered MSO to
supply and install the set top box. The Cable Television Rules stipulates that no programme or advertisement
shall be carried in a cable service which is against public morality and decency.

All our Subsidiaries have obtained the requisite registration under the Cable Television Rules for operating as a
cable operator in their areas of operations.

The Indian Telegraph Act, 1885 (Telegraph Act)

The Telegraph Act governs all forms of the usage of telegraph which expression has been defined to mean any
appliance, instrument, material or apparatus used or capable of use for transmission or reception of signs,
signals, writing, images, and sounds or intelligence of any nature, by wire, visual or other electro-mangnetic
emissions, radio waves or hertzian waves, galvanic, electric or magnetic means. Using appliance or apparatus
for the purposes of dissemination of television signals and video transmissions would therefore come within the
definition of a telegraph. Under section 4 of the Telegraph Act, the Director-General of Posts and Telegraphs
may grant license to any person to establish, maintain or work a telegraph within any part of India with such
conditions as it may think fit. In addition, the Telegraph Act provides that if the holder of a license granted
under Section 4 contravenes any condition contained in the license, such person shall be punished with fine
which may extend to ` 1,000, and with a further fine that may extend up to ` 500 for every week during which
the breach of the condition continues.

The Telecom Regulatory Authority of India Act, 1997 (TRAI Act)

The Telecom Regulatory Authority of India (TRAI) was established in 1997 by the TRAI Act, as amended, to
regulate telecommunication services in India, including broadcasting and cable services. The TRAI is vested
with major recommendatory, regulatory and tariff setting functions, including (a) making recommendations on
the need and timing for introduction of new service providers, (b) on the terms and conditions of license to a
service provider, (c) ensuring compliance of terms and conditions of license, (d) effective management of
telecom, (e) laying down the standards for quality of service, (f) conducting a periodical survey of such service
provided by the service providers so as to protect interest of consumers, (g) notifying the rates at which
telecommunication services within India and outside India shall be provided under the TRAI Act. In addition,
the TRAI Act contains penalty provisions for offences committed by a company under the TRAI Act.

The following regulations have been notified by TRAI:

A. Regulations applicable to DAS areas:

The Standards of Quality of Service (Digital Addressable Cable TV Systems) Regulations, 2012 (DAS
Regulations)

The DAS Regulations require every MSO or its linked LCO, offering digital addressable cable TV services to
devise formats of application for seeking connection, disconnection, reconnection and for obtaining and
returning of set top boxes. Any person seeking connection, disconnection or reconnection or shifting of cable
service connection or intending to obtain or return set top box at a place located within the area of operation of a
MSO or its linked LCO is required to make an application to such MSO/ LCO, as the case may be. Every MSO/
LCO shall provide the cable services to every person making request for the same. No MSO/ LCO shall
disconnect the cable services to the subscriber or take any channel off the air without giving prior notice of at
least 15 days to such subscriber indicating the reasons for such disconnection and no charge for the services
other than the rent for set top box shall be levied on the subscriber for the period during which the services were
discontinued. In the event of a complaint received from a subscriber, the MSO/ LCO shall respond to the
complaint within eight hours and at least 90% of all no signal complaints received shall be redressed and
signal restored within twenty four hours of receipt of such complaint. Further, the quality of the set top box
should conform to the Indian standard set by the Bureau of Indian Standards.

The Telecommunication (Broadcasting and Cable Services) Interconnection (Digital Addressable Cable
Television Systems) Regulations, 2012 (Interconnection DAS Regulations)

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The Interconnection DAS Regulations provide that no broadcaster of television channels shall engage in any
practice or activity or enter into any understanding or arrangement, including exclusive contract with any MSO
for distribution of its channel which may prevent any other MSO from obtaining such TV channels for
distribution. Further, every broadcaster shall provide signals of its television channels on non-discriminatory
basis to every MSO having the prescribed channel capacity and registered. Every broadcaster shall provide the
signals of television channels to a MSO, in accordance with its reference interconnect offer or as may be
mutually agreed, within 60 days from the date of receipt of the request. Every MSO while seeking
interconnection with the broadcaster, shall ensure that its DAS installed for the distribution of television
channels meets the DAS requirements specified in these regulations. A MSO operating in the Municipal
boundary of Greater Mumbai, National Capital Territory of Delhi, Kolkata and Chennai shall have a capacity to
carry a minimum of 500 channels as on January 1, 2013 and provided that all MSOs operating in the above
areas and having subscriber base of less than 25,000 shall have the capacity to carry a minimum of 500 channels
by April 1, 2013. In the event of a complaint received from a subscriber, the MSO/ LCO shall respond to the
complaint within eight hours and at least 90% of all no signal complaints received shall be redressed and
signal restored within twenty four hours of receipt of such complaint.

The Telecommunication (Broadcasting and Cable) Services (Fourth) (Addressable Systems) Tariff Order, 2010
(Tariff Order)

TRAI has imposed a ceiling on tariffs of channels and bouquets of channels payable by (i) broadcasters to
distributors, (ii) LCOs to MSOs, and (iii) subscribers to MSOs/LCOs.The Tariff Order provides that every MSO
shall offer all channels to its subscribers on an a-la-carte basis and shall specify the maximum retail price for
each channel, as payable by the subscribers. The a-la-carte rates for free to air channels shall be uniform.
Further, in the event a MSO is offering channels as part of a bouquet, the sum of the a-la-carte rates of the
channels forming part of such a bouquet shall in no case exceed one and half times of the rate of that bouquet of
which such channels are a part. Additionally, the a-la-carte rate of each channel forming part of such a bouquet
shall in no case exceed three times the average rate of channel of that bouquet of which such channel is a part.
Every MSO shall report to TRAI, the a-la-carte rates for its pay channels and the bouquet rates.

Consumers Complaint Redressal (Digital Addressable Cable Tv Systems) Regulations, 2012 (Consumers
Redressal Regulations)

Consumers Redressal Regulations requires every MSO or his linked LCO to, before providing the digital
addressable cable TV services, establish a complaint centre in his service area, for redressal of complaints and
for addressing service requests of his consumers. Further, every MSO/LCO shall also establish a Web Based
Complaint Monitoring System to enable the consumers to monitor the status of their complaints.

B. Regulations applicable to Non-DAS areas:

The Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004, as amended
(Interconnection Regulations)

The Interconnection Regulations apply to all arrangements among service providers, including MSOs, for
interconnection and revenue sharing for all telecommunication services, including cable services in India. The
Interconnection Regulations provides that broadcasters are required to provide signals on non-discriminatory
terms to all distributors of television channels. Similarly, HITS operators and MSOs are required to re-transmit
signals received from a broadcaster on a non-discriminatory basis to LCOs. MSOs are not allowed to engage in
any practice or activity or enter into any understanding or arrangement, including exclusive contracts with any
distributor of TV channels that prevents any other distributor from obtaining such TV channels. Further, No
Broadcaster/MSO/ HITS operator shall disconnect the TV channel signals to a distributor of TV channels
without giving three weeks prior written notice indicating the brief reasons for the proposed action.

Telecommunication (Broadcasting and Cable) Services (Second) Tariff (Eighth Amendment) Order, 2007

TRAI has imposed a ceiling on tariffs on channels and bouquets of channels, payable by (i) MSOs to
broadcasters, (ii) LCOs to MSOs, and (iii) subscribers to MSOs/LCOs. The charges, excluding taxes shall not
exceed 4% of the charges prevailing as on December 1, 2007 with respect to free to air, pay channels, bouquet
of channels and standlone channels not part of a bouquet, offered by MSOs to LCOs and by MSOs/ LCOs to

105
subscribers. Further, every MSO/LCO is required to give to every subscriber a bill for the charges payables by
that subscriber.

The Standards of Quality of Service (Broadcasting and Cable Services) (Cable Television Non CAS Areas)
Regulation, 2009

The regulations provide for provisions relating to connection/disconnection or shifting of cable services as well
as provisions for the billing procedure and billing related complaints. Further, the regulations details the
mechanism for the handling of complaints and the provisions regarding additional standards of quality of service
relating to digital decoders and set top boxes for digital cable service in non-CAS areas.

Internet Service Provider

Guidelines and General Information for Grant of License for Operating Internet Services, 2007 (ISP License
Guidelines)

The DoT issued ISP License Guidelines or grant of license of internet services on non-exclusive basis. The ISP
License Guidelines provide, among others for the following:

(a) Service area: A Category-A license covers the territorial jurisdiction of India except specified areas that
may be notified to be excluded from time to time.

(b) Foreign direct investment: Foreign direct investment in the licensee company is restricted to 74% of the
paid up capital of the company. Foreign direct investment upto 49% will be under the automatic route.

(c) Security conditions: The licensee company is required to take adequate and timely measures to ensure
that the information transacted through a network by the subscribers is secure and protected. In
addition, the majority of directors on the board of directors of the licensee company are required to be
Indian citizens.

(d) Fees payable: A one-time entry fee of ` 2 million is required to be paid for category A internet service
license before signing the license agreement. An annual license fee at the rate of 6% of adjusted gross
revenue subject to a minimum of ` 50,000 shall be charged per annum. Further, a financial bank
guarantee of ` 1,000,000, valid for one year, and a performance bank guarantee of ` 20 million valid
for two years, is to be provided in favour of DoT before signing the license agreement.

The licensee company is required to provide service within 24 months from the date of signing the license
agreement. The license is valid for a period of 15 years and access to internet through an authorized cable
operator is permitted to ISPs without additional licensing subject to the provisions of Cable Television Act. In
addition, the license is governed by the provisions of the Telegraph Act and TRAI Act.

We have an all-India internet service provider license to provide internet services issued by the Department of
Telecommunications, Ministry of Communications and IT, GoI, to our Company on February 6, 2008 which is
valid for a period of 15 years.

License Agreement for Internet Services

A service provider is required to obtain a license and enter into a standard agreement (ISP License
Agreement) with the DoT before starting operations as an ISP. In addition to the conditions required to be
followed by a licensee company under the ISP License Guidelines, the ISP License Agreement provides for
further requirements to be adhered to by the licensee company.

The licensee company is required to make its own arrangements for the infrastructure involved in providing the
service and is solely responsible for the installation, networking and operation of the necessary equipment and
systems, including the internet nodes, i.e., routers/servers, treatment of subscriber complaints, issue of bills to its
subscribers, collection of revenue, attending to claims and damages arising out of its operations.

The licensee company is required to adhere to such quality of service standards and provide timely information
as required by DoT. In addition, the licensee company is required to ensure that objectionable, obscene,
unauthorized or any other content, messages or communications infringing copyright, intellectual property right

106
and international and domestic cyber laws, in any form, or inconsistent with the laws of India, are not carried in
its network.

The DoT may, without prejudice to any other remedy available for the breach of any conditions of the licence
agreement, by a written notice of 60 days from the date of issue of such notice to the licensee company,
terminate the licence agreement if the licensee company, under any of the following circumstances:

(a) fails to perform any obligation(s) under the licence agreement including timely payments of fee and
other charges due to DoT;
(b) fails to rectify, within the time prescribed, any defect/deficiency/correction in service/equipment as
may be pointed out by the DoT;
(c) goes into liquidation or ordered to be wound up; and
(d) is recommended by TRAI for termination of the licence agreement for non-compliance of the terms
and conditions of the licence agreement.

The DoT may impose a financial penalty not exceeding ` 10 million for violation of terms and conditions of the
license agreement.

The Telecommunication Tariff Order, 1999 (Tariff Order 1999)

The Tariff Order issued by TRAI, provides the terms and conditions at which telecommunication services
within India and outside India may be provided, including rates and related conditions at which messages shall
be transmitted to any country outside India, deposits, installation fees, rentals, free calls, usage charges and any
other related fees or service charge. Reporting requirements are not applicable for service provided to bulk
customers, provided that all ISPs shall, within seven days after the close of every quarter, furnish brief details
about the number of plans and the bulk customers availing them along with a certification, for, information and
record.

A tariff plan once offered by an ISP shall be available to a subscriber for a minimum period of six months from
the date of enrolment of the subscriber to that tariff plan. However, any tariff plan presented, marketed or
offered as valid for any prescribed period exceeding six months or as having lifetime or unlimited validity in
lieu of an upfront payment shall continue to be available to the subscriber for the duration of the period as
prescribed in the plan and in the case of lifetime or unlimited validity plans, as long as the ISP is permitted to
provide such telecom service under the current license or renewed license. In the case of plans with lifetime
validity or unlimited validity, the service provider shall also inform the subscribers of the month and year of
expiry of his current license.

For any tariff plan, ISPs shall be free to reduce tariffs at any time. However, no tariff item in a tariff plan shall
be increased by ISPs:

(a) In respect of tariff plans with prescribed periods of validity of more than six months including tariff
plans with lifetime or unlimited validity and also involving an upfront payment to be made by the
subscriber towards such validity period, during the entire period of validity specified in the tariff plan;

(b) In respect of other tariff plans, within six months from the date of enrolment of the subscriber; and

(c) In the case of recharge coupons with a validity of more than six months under any tariff plan, during
the entire period of validity of such recharge coupon.

State Laws

Entertainment Tax Laws

In majority of states, the payment of entertainment tax is a liability of the cable operators. Cable operators have
to register themselves under respective state entertainment laws and they are required to deposit the
entertainment tax to the concerned department on monthly basis. The cable operators also require filing of
returns from time to time.

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 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The general supervision, direction and management of our operation and business is vested in our Board, which
exercises its powers subject to our Memorandum and Articles of Association and the requirements of Indian
laws. Pursuant to the Companies Act and our Articles of Association, the Directors may be appointed by the
Board or by our shareholders in a general meeting. In accordance with the Articles of Association, our Company
is required to have not less than three Directors and not more than 12 Directors. Currently, our Company has six
Directors. The present composition of the Board and its proceedings are in accordance with the Companies Act
and the Listing Agreements.

The following table sets forth details regarding the Board as of the date of this Placement Document:

Name Designation Other Directorships

Mr. Sameer Manchanda
Mr. Shahzaad Siraj Dalal
Chairman & Managing Director
Nominee Director
Setpro 18 Distribution Limited
IME Networks Private Limited
IL&FS Investment Managers Limited
SARA Fund Trustee Company Private Limited
IL&FS Financial Services Limited
Shoppers Stop Limited
Datamatics Global Services Limited
Development Investment Trustees Co Private
Limited
ABG Shipyard Limited
IG3 Infra Limited
IL&FS Milestone Realty Advisors Private Limited
Mumbai Business School Private Limited
Ramky Enviro Engineers Limited
QVC Realty Private Limited
Sterling Holiday Resorts (India) Limited
AIG Indian Equity Sectoral Fund LLC, Mauritius
IL&FS Investment Advisors LLC, Mauritius
India Project Development Fund-II, LLC, Mauritius
IL&FS India Realty Fund LLC, Mauritius
IL&FS India Realty Fund II LLC, Mauritius
IL&FS Singapore Asset Management Company Pte
Limited
Green Grid Group Pte Limited
UOB IL&FS India Opportunities Fund Limited
UOB IL&FS Management Limited
Tara India Fund III LLC
Tara India Holdings A Limited
Tara India Holdings B Limited
IIRF Holdings I Limited
IIRF Holdings II Limited
IIRF Holdings III Limited
IIRF Holdings IV Limited
IIRF Holdings V Limited
IIRF Holdings VI Limited
IIRF Holdings VII Limited
IIRF Holdings VIII Limited
IIRF Holdings IX Limited
IIRF Holdings X Limited
IIRF Holdings XI Limited
IIRF Holdings XII Limited
IIRF Holdings XIII Limited
IIRF Holdings XIV Limited
IIRF Holdings XV Limited
IIRF Holdings XVI Limited
IIRF Holdings XVII Limited
IIRF India Realty I Limited
IIRF India Realty II Limited
IIRF India Realty III Limited
IIRF India Realty IV Limited

108
Name Designation Other Directorships
IIRF India Realty V Limited
IIRF India Realty VI Limited
IIRF India Realty VII Limited
IIRF India Realty VIII Limited
IIRF India Realty IX Limited
IIRF India Realty X Limited
IIRF India Realty XI Limited
IIRF India Realty XII Limited
IIRF India Realty XIII Limited
IIRF India Realty XIV Limited
IIRF India Realty XV Limited
IIRF India Realty XVI Limited
IIRF India Realty XVII Limited
IIRF India Realty XVIII Limited
IIRF India Realty XIX Limited
IIRF India Realty XX Limited
IIRF India Realty XXI Limited
IIRF India Realty XXII Limited
IIRF India Realty XXIII Limited
IIRF India Realty XXIV Limited
IIRF India Realty XXV Limited
IIRF India Realty XXVI Limited
IIRF India Realty XXVII Limited
IIRF India Realty XXVIII Limited
Sunshine Holdings (Mauritius) Limited
IL&FS Milestone Fund III LLC
IL&FS Milestone Capital Management LLC
K2 Property Limited
Jubilant Energy NV
Yatra Capital Limited
Saffron India Real Estate Fund I
Standard Chartered IL&FS Asia Infrastructure
Growth Fund Company Pte Limited.
Mr. Krishna Kumar P.T. Alternate Director to Mr. Central UP Gas Limited
Gangadharan Shahzaad Siraj Dalal Dighi Port Limited
Konaseema Gas Power Limited
Maharashtra Natural Gas Limited
Petronet India Limited
Syniverse Technologies (India) Private Limited
Worlds Window Infrastructure and Logistics Private
Limited
Mr. Ajaya Chand Non Executive, Independent Sangyan Advisory & Consultancy Services Private
Director Limited
Mr. Robindra Sharma Non-Executive, Independent T. Group Solutions Private Limited
Director
Mr. Atul Sharma Non-Executive, Independent Nil
Director

All our Directors are Indian residents. None of our Directors are related to each other.

Brief Profiles

Mr. Sameer Manchanda (Chairman and Managing Director)

Mr. Sameer Manchanda is the Chairman and is also a Promoter of the Company. He is a qualified chartered
accountant. He has been associated with the television industry since 1984 and has considerable and varied
experience and expertise in distribution, media sector operations, strategic and financial planning, capital
structuring, mergers and acquisitions, collaborations and joint ventures. He was a co-founder of the erstwhile
ibn18 Broadcast Limited, and was the joint managing director of the company from 2005 to 2010. He was also a
founding member of the News Broadcasters Association and served as its president in 2009 and 2010. Prior to
ibn18, he served as a director on the board of NDTV Limited. Further, Mr. Manchanda is currently a member of
the CII National Committee on Media & Entertainment and the FICCI Broadcast Forum.

109
Mr. Shahzaad Siraj Dalal

Mr. Shahzaad Siraj Dalal holds a Bachelors degree in commerce from University of Bombay and holds a
masters in business administration from Northeast Louisiana University. He is the vice chairman of IL&FS
Investment Managers Limited. Mr. Dalal is a non-executive director of Standard Chartered IL&FS Asia
Infrastructure Growth Fund Company Pte Limited. Mr. Dalal has 26 years of experience in managing
investments, overall planning and raising resources and has also headed the initiatives for large value structured
finance/transactions in leasing, project finance and privatizations. He has previously worked with the asset
management business of IL&FS as the chief executive officer. He was appointed as a Director of our Company
on August 10, 2008.

Mr. Krishna Kumar P.T. Gangadharan

Mr. Krishna Kumar P.T. Gangadharan holds a Bachelors degree in Commerce from University of Mumbai
(India), majoring in financial accounting. Mr. Kumar has managed private equity funds that have invested in
assets of infrastructure sectors, including power, telecom and maritime. From 1992 to 1995, Mr. Kumar was
associated with Kotak Mahindra Group as a senior officer and with Synergy Credit Corporation Limited as an
officer in the finance department. Prior to joining IL&FS Investment Managers Limited in 2002, Mr. Kumar
was with IL&FS as a manager in asset management. Mr. Kumar has over 17 years of financial service and
infrastructure experience.

Mr. Ajaya Chand

Mr. Ajaya Chand holds a bachelors degree in commerce from Hansraj College from University of Delhi and is
also a qualified chartered accountant. He is currently an independent financial and management consultant He
has over 24 years of experience in accounting, financial and corporate legal matters. Prior to that, he was
associated with ibn18 Broadcast Limited and New Delhi Television Limited.

Mr. Robindra Sharma

Mr. Robindra Sharma holds a bachelors degree in commerce from University of Bombay. He is also a qualified
chartered accountant. He is currently the chief financial officer of Triburg Sportswear, an apparel sourcing
company in India. He has been associated with Triburg Sportswear for the last 15 years and is responsible for all
the accounting, financial and legal matters of the Company.

Mr. Atul Sharma

Mr. Atul Sharma holds a bachelors degree in economics and a bachelors degree in law from University of
Delhi. Mr. Sharma has been the consultant and legal advisor to various Indian and multinational companies. He
is the founding partner of Link Legal, a law firm having its principal office in New Delhi. He has over 32 years
of experience in the legal profession.

Borrowing Powers of our Directors

The Articles of Association, subject to Section 293 (1) (d) of the Companies Act authorise the Board, to raise or
borrow or secure the payment of any sum or sums of money for the purposes of the Company. Pursuant to a
resolution passed by postal ballot on February 28, 2013, the shareholders of the Company have authorised the
Board to borrow monies together with monies already borrowed by the Company, not exceeding ` 20,000
million at any time, even though the monies to be borrowed together with the monies already borrowed by our
Company, apart from temporary loans obtained by our Company in the ordinary course of business exceeds the
aggregate paid-up capital of our Company and its free reserves.

Interests of our Directors

All our Directors, including our independent Directors, may be deemed to be interested to the extent of the
Equity Shares held by them, dividends payable to them on the Equity Shares, if any, fees payable to them for
attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration and
reimbursement of expenses payable to them. The Directors, including independent Directors, may also be
regarded as interested to the extent of sitting fees and commission payable to them. Mr. Sameer Manchanda is
also interested to the extent that he is a Promoter of our Company.

110
For details relating to related party transactions, including contracts, agreements or arrangements entered into by
our Company during the two years preceding the date of this Placement Document, in which the Directors are
interested directly or indirectly and for payments made to them in respect of such contracts, agreements or
arrangements, see Financial Statements.

Shareholding of Directors

The following table sets forth the shareholding of the Directors as of March 31, 2013:

Name Number of Equity Percentage (%)

Shares
Mr. Sameer Manchanda* 46,654,550 34.81
Mr. Ajaya Chand 64,420 0.05
Mr. Shahzaad Siraj Dalal 10,000 0.01
Mr. Krishna Kumar P.T. Gangadharan 7,720 Negligible
Mr. Robindra Sharma Nil Nil
Mr. Atul Sharma Nil Nil
*Further, Mr. Sameer Manchanda indirectly holds 24,705,870 Equity Shares, being 18.43% of the total paid-up share capital of our Company.

Remuneration of the Directors

A. Executive Directors

Name Details of Remuneration in Fiscal 2013

Mr. Sameer Manchanda Basic Salary: ` 8.13 million
Contribution to PF: ` 0.98 million
House Rent Allowance: ` 4.06 million
Management Allowance: ` 7.15 million

The shareholders of our Company by its resolution passed by postal ballot dated December 28, 2010 and
subsequently revised by a resolution passed by postal ballot dated February 28, 2013, approved the following
terms of remuneration for Mr. Sameer Manchanda, our Chairman and Managing Director:

Gross salary: The Company shall pay a basic salary of ` 2 million per month with a 10% annual increment.

Medical benefits (for self and family): The Company shall reimburse expenses actually incurred towards
medical expenses, the total cost of which to the Company shall not exceed Mr. Sameer Manchandas one
months salary.

Leave travel concession (for self and family): The Company shall reimburse such expenses which shall not
exceed Mr. Sameer Manchandas one months salary. Any unspent amount is required to be repaid at the end of
tenure or may be carried forward to the succeeding years in case of extension of appointment.

Provident fund: The Company shall contribute to the Companys provident fund scheme, in accordance with the
rules of the scheme.

Super-annuation: The Company shall contribute to the superannuation fund scheme in accordance with the rules
of the scheme.

Gratuity: The Company shall pay half of one months salary for each completed year of service.

Leave encashment: Mr. Sameer Manchanda is permitted to encash leave at the end of the tenure subject to a
maximum of 45 days, including brought forward leaves.

Car: The Company shall provide free use of Company maintained car with chauffeur for official purpose.

Telephone: The Company shall provide free telephone facility at residence.

Club membership: The Company shall pay actual membership fees for a maximum of two clubs.

111
B. Non-Executive Directors

The following table sets forth the compensation paid by our Company to our non-executive Directors for fiscal
2013:

(in `)
Name Sitting Fees
Mr. Shahzaad Siraj Dalal Nil
Mr. Krishna Kumar P.T. Gangadharan 20,000
Mr. Ajaya Chand 120,000
Mr. Robindra Sharma 80,000
Mr. Atul Sharma Nil

Corporate Governance

Our Company is in compliance with the applicable corporate governance requirements, including under the
Listing Agreements and the SEBI ICDR Regulations. The corporate governance framework is based on an
effective independent Board, separation of the Boards supervisory role from the executive management team
and constitution of committees of the Board, as required under law.

Committees of the Board of Directors

The Board has constituted five committees, each of which functions in accordance with the relevant provisions
of the Companies Act and the Listing Agreements, as applicable. These are, (i) Audit Committee, (ii)
Compensation Committee, (iii) Investors Grievance Committee, (iv) Finance Committee and (v) Securities
Issue Committee. The details of these committees are as follows:

A. Audit Committee

The members of the Audit Committee are:

1. Mr. Ajaya Chand (Chairman)

2. Mr. Robindra Sharma
3. Mr. Shahzaad Siraj Dalal

The terms of reference of the Audit Committee are as provided in Clause 49 of the Listing Agreements, as well
as Section 292A of the Companies Act, including overview of the financial reporting process, review of
financial statements, related party transactions and review and adequacy of internal audit function and internal
control system of our Company.

B. Compensation/ Remuneration Committee

The members of the Compensation/ Remuneration Committee are:

1. Mr. Ajaya Chand (Chairman)

2. Mr. Robindra Sharma
3. Mr. Atul Sharma
4. Mr. Sameer Manchanda

The terms of reference of the Compensation/ Remunertion Committee include (a) reviewing, assessing and
recommending the appointment of Executive/Non-Executive Directors and senior employees, (b) reviewing the
remuneration packages of executive/non-executive Directors and senior employees, (c) recommending payment
of compensation in accordance with the provisions of the Companies Act, (d) considering and recommending
grant of employees stock option, if any, and administration and superintendence of the same, and (e) carrying
out any other function contained in the Listing Agreement as and when amended from time to time.

C. Shareholders Transfer/ Investors Grievance Committee

The members of the Shareholders Transfer/ Investors Grievance Committee are:

112
1. Mr. Ajaya Chand (Chairman)
2. Mr. Atul Sharma
3. Mr. Sameer Manchanda

The terms of reference of the Investors Grievance Committee include looking into the redressal of
shareholders/ Investors complaints.

D. Finance Committee

The members of the Finance Committee are Mr. Sameer Manchanda and Mr. Ajaya Chand. The powers and
functions of the Finance Committee are (a) to review the Companys financial policies and procedures, (b) to
keep the Board informed of financial condition, requirements for funds, (c) investment in securities for
acquisition of networks and access to liquidity, (d) considering and advising the Board concerning the Company
sources and uses of funds, including payment of dividends to shareholders, (e) dealing with banks concerning
the financial requirements of the Company, (f) reviewing and recommending to the Board methods and terms of
external financing and other financial transactions required to achieve the Companys objectives, and (g) other
matters, as directed by the Board.

E. Securities Issue Committee

The Securities Issue Committee was constituted pursuant to board resolution passed on September 10, 2010 and
reconstituted pursuant to Board resolution passed on March 28, 2013. The members of the committee are Mr.
Ajaya Chand, Mr. Robindra Sharma and Mr. Sameer Manchanda. The powers and functions of the committee,
among other things, include (a) deciding date of opening of the issue of securities, (b) determining the pricing
and terms of the securities, (c) signing and executing all agreements related to the issue of securities, (c)
finalisation of the basis of allotment of the securities, and (d) all such acts as it may deem necessary.

Nominee Directors

Nominee Directors may be appointed by financial institutions as lenders or holders of a substantial interest in
the share capital of the Company. The power to appoint them must be contained in contractual arrangements
between the Company and such financial institution. Nominee Directors may be nominated to the Board and
hold office only for so long as the Company owes any money to the relevant institution or for so long as the
relevant institution holds Equity Shares in the Company.

Pursuant to subscription of 3,199,500 CCPS and 500 Equity Shares by SCB for an investment of ` 1,600 million
into the Company, the Company had entered into a shareholders agreement on January 21, 2008 with the
Promoters and SCB. By a further subscription of 799,800 CCPS and 200 Equity Shares by the IL&FS Investors,
the Company entered into the Shareholders Agreement, thereby amending and restating the earlier shareholders
agreement. As per the terms of the Shareholders Agreement, so long as the IL&FS Investors maintained 50% of
its original investment in our Company, IL&FS Investors would be entitled to nominate one director on the
Board. Accordingly, Mr. Shahzaad Siraj Dalal was appointed on the Board as a nominee of the IL&FS Investors
and Mr. Krishna Kumar P.T. Gangadharan was appointed on the Board as an alternate Director to Mr. Shahzaad
Siraj Dalal.

113
Organization chart

Our Companys management organization structure is set forth below

Sameer Manchanda
Chairman & MD

Rajesh Kaushal S N Sharma MG Azhar

CFO CEO COO

Regional Corporate Rajeev Kohli Operations Niti Gupta Technical Digambar Amrendra Gitanjali Singh
(F&A) (F&A) GM Digital AGM - HR Pathak Kumar GM Marketing
Sales Manager - AGM IT
Admin
Shankar Sunil Punj
Devrajan Ajay Tiwari VP - North
Navroz Behramfram Susmit Basu
VP West & DGM
CTO VP BD &
South Yogesh Shrama Strategy
VP - North
Munish Singla Chetan
DGM Navaikar
Nitin Mehra Devendra Naik Rajeev Gambhir VP Technical Sojan Mathews
GM- JV North VP Maharashtra AVP - VAS GM-Logistics
& Gujrat
Abhishek
Parveen Kaushik
Agarwal Vivek Nanda AGM Ajeya Kukreti
Mohit Jain
AGM AVP AGM-Purchase
VP Technical
North Inderjeet
Jaifer V K Tanwar
DGM - Kerala Sr Manager
Jatin Mahajan
CS
Ajit John Manish Mehra Rajiv Tiwari
DGM - Karnataka DGM GM - Legal
Amit Rohatgi
Mini Kohli AGM Pralay Guha Anil Singh
GM Customer AVP DGM
Service Vibhav Srivastava
Rahul Dhar Legal Retainer
Shailendra Singh
DGM - Internet
Renu
Virendra Sati
GM Ad Sales
GM Kapil Parashar
Manager-Training
114
Key Managerial Personnel

In addition to our Directors, our key managerial personnel are:

Mr. S.N. Sharma

Mr. S.N. Sharma is the Chief Executive Officer of our Company and holds a bachelors degree in electronics and
communications engineering and a masters degree in business administration from the same university. Mr.
S.N. Sharma joined the Company in July 2007 and has over 20 years of experience in the electronic media
industry. Prior to joining our Company, he held key positions at Hathway Cable and Datacom Private Limited
and Indusind Media and Communications. He has six years of experience in microprocessor based high tech
field of process automation, control and instrumentation system of big thermal power plants.He has also been
associated with multinationals such has Westinghouse Electric Company LLC and Kent-Taylor, a part of the
ABB Group, during the initial phase of his career. His areas of expertise include operations, strategic planning,
business development, project management and marketing and sales among others. He is a member of the Task
Force on Digitisation set up by the Ministry of Information & Broadcasting and is a founding member and
secretary of the MSO Alliance. Mr. S.N. Sharma has been the Chief Executive Officer of the Company since
October 24, 2011.

Mr. Mohammad Ghulam Azhar

Mr. Mohammad Ghulam Azhar is the Chief Operating Officer of our Company. He holds masters degree in
finance and control from Aligarh Muslim University. He has over 18 years of experience and expertise in
strategic and financial planning, capital structuring, mergers and acquisitions. Prior to joining the Company, he
was the head of the fund syndication at Access Financial Services. Mr. Azhar joined our Company since 2007
and has been the Chief Operating Officer of our Company since October 24, 2011.

Mr. Rajesh Kaushall

Mr. Rajesh Kaushall is the Companys Chief Financial Officer. He is a qualified Chartered Accountant and a
Costs and Works Accountant and has over 17 years of experience in best international practices and domain
expertise in financial systems and processes, project controllership, treasury and tax compliance. He has
previously worked with Price Waterhouse Cooper and has held senior management positions at Lucent
Technologies Hindustan Limited (a subsidiary of Alcatel-Lucent). Prior to joining the Company in September
2007, he was the financial controller at Tekelec Systems India Office.

Mr. Navroz Behramfram

Mr. Navroz Behramfram is the Companys Chief Technology Officer and holds a bachelors degree in physics
from Wilson College, Mumbai, and a bachelors degree in Electronics & Computer Technology from Watumul
College, Mumbai and a Masters in Marketing Management from NMIMS, Mumbai. He has over 25 years of
experience in the field of television and internet services industry. Prior to joining the Company in 2007, he was
heading the Consumer Electronic Products division at Tata Sky prior to which he worked as Vice President
Technology with Hathway Cable and Datacom Private Limited.

Shareholding of Key Managerial Personnel

The following table sets forth the shareholding of the key managerial personnel as of March 31, 2013:

Name Number of Percentage (%) Number of options not

Equity Shares exercised
Mr. Rajesh Kaushall 251,500 0.18 Nil
Mr. Navroz Behramfram 76,315* 0.05 46,403
Mr. Mohammad Ghulam 1,247,064 0.93 Nil
Azhar
Mr. S.N. Sharma 49,485 0.03 4,50,000
* Out of the 76,315 Equity Shares held by him, 46,403 Equity Shares were not credited into his account as on March 31, 2013.

In addition to the perquisites and allowances that may be payable to the officers of our Company in accordance
with the Articles of Association and Companies Act, our Company, by a Board resolution dated August 10,
2010, has adopted the DEN ESOP Scheme 2010 (DEN ESOP), effective from March 29, 2011, pursuant to

115
which our Company shall grant options against Equity Shares to (i) a permanent employee of our Company or
Subsidiaries working in India or out of India, and (ii) a director of our Company or Subsidiaries, whether whole
time or otherwise, as approved by the Board or the Compensation Committee. However, Promoters or entities
forming part of promoter group of our Company, as well as any Director who either himself or through his
relative or through any body corporate, directly or indirectly holds more than 10 percent of outstanding Equity
Shares of the Company, are not eligible to be awarded options under the DEN ESOP. The maximum number of
Equity Shares which shall be subject to options under the DEN ESOP shall be 4% of the paid-up capital of the
Company at the time of adoption of the DEN ESOP, or 5,219,599 Equity Shares, subject to any revision by the
Compensation Committee in case of any share split/ bonus issue/ merger or restructuring plan/ other corporate
action necessitating the same. Each option is exchangeable against one Equity Share and an option holder shall
not be offered, in one financial year, options representing rights to more than 1% of the issued and paid up
capital at any point of time without prior approval of shareholders.

The options granted to the option holders under the DEN ESOP shall carry an exercise price, which may be such
discounted price to market price of the Equity Shares as may be determined by the Compensation Committee.

The purpose of this plan is to promote the success of the Company by rewarding and motivating employees for
high levels of individual performance that would have a direct bearing in the Companys performance in a
competitive landscape. The DEN ESOP shall be valid for a period of 10 years from the date of institution of the
scheme.

During fiscal 2011, our Company 5,000,000 options were granted under the DEN ESOP, out of which 1,465,874
options were surrended by the employees of our Company and the net options granted were 3,534,126. Out of
the 3,534,126 options granted, 1,235,306 options were granted to our key managerial personnel. Further, as of
March 31, 2013, 35,34,126 options against Equity Shares have vested under the DEN ESOP and out of which
1,235,306 options have vested with our key managerial personnel.

As on March 31, 2013, the total number of options granted by our Company to purchase Equity Shares pursuant
to the DEN ESOP is 3,534,126, of which 3,534,126 have vested and 1,252,776 are yet to be exercised.

Interest of Key Managerial Personnel

Except as stated in Financial Statements Related Party Transactions, and except as provided below, and to
the extent of remuneration or benefits to which they are entitled as per the terms of their appointment and
reimbursement of expenses incurred by them in the ordinary course of business, our Companys key managerial
personnel do not have any other interest in our Company.

Our Company has entered into a loan agreement dated November 22, 2010 with Mr. Rajesh Kaushall, our Chief
Financial Officer, pursuant to which our Company has granted to Mr. Kaushall an interest free loan of ` 3
million.

Payment or Benefit to Officers of our Company

Except as disclosed above, our officers (including the Directors and key management personnel) are not entitled
to any other non-salary related amount or benefit.

116
 ORGANIZATIONAL STRUCTURE AND MAJOR SHAREHOLDERS

Corporate History

We were incorporated as DEN Digital Entertainment Networks Private Limited on July 10, 2007 under the
Companies Act with the RoC. Pursuant to the shareholders resolution dated March 4, 2008, the status of our
Company was changed from a private company to a public company to cater to the growing size of the business
and increasing number of stakeholders and consequently, the name of our Company was changed to DEN
Digital Entertainment Networks Limited. Consequent to the change of name a fresh certificate of incorporation
dated April 15, 2008 was issued by the RoC. The name of our Company was further changed to DEN Networks
Limited to reflect the broader span of business, both current and future and consequent to the change of name a
fresh certificate of incorporation dated June 27, 2008 was issued by the RoC.

The Registered and Corporate Office of the Company is located at 236, Okhla Industrial Estate, Phase-III, New
Delhi 110 020.

We completed our initial public offering of Equity Shares in India in November 2009, pursuant to which our
Equity Shares were listed on the Stock Exchanges. The Promoters and the promoter group have an aggregate
shareholding of 53.24% in the Company as of December 31, 2012.

As of March 31, 2013, we have 132 Subsidiaries, as shown below:

117
 HOLDING CO. DEN NETWORKS LIMITED
Wholly Owned Subsidiary
Companies
Name of Company Name of Company
Den Futuristic Cable DEN BCN Suncity Network Pvt.
Networks Pvt. Ltd. Ltd.
Den Entertainment Network DEN Prayag Cable Network Pvt.
Pvt. Ltd. Ltd.
Den Digital Entertainment DEN Crystal Vision Network Pvt.
Gujarat Pvt. Ltd. Ltd.
Aster Entertainment Pvt. Ltd. DEN Harsh Mann Cable Network
Pvt. Ltd.
Shine Cable Network Pvt. Den Kashi Cable Network Pvt. Ltd.
Ltd.
Den Ambey Jhansi Cable DEN Krishna Cable TV Network
Network Pvt. Ltd. Pvt. Ltd.
Den Ambey Farukabad Cable Den Mod Max Cable Network Pvt.
Network Pvt. Ltd. Ltd.
Kerala Entertainment Pvt. DEN Pawan Cable Network Pvt.
Ltd. Ltd.
Rajasthan Entertainment Pvt. Den Pradeep Cable Network Pvt.
Ltd. Ltd.
Uttar Pradesh Digital Cable Den Prince Network Pvt. Ltd.
Network Pvt. Ltd.
Matrix Cable Network Pvt. DEN Varun Cable Network Pvt.
Ltd. Ltd.
Capital Entertainment Pvt. DEN Patel Entertainment Network
Ltd. Pvt.Ltd.
Mountain Cable Network Pvt. Mahadev Den Cable Network Pvt.
Ltd.* Ltd.
Platinum Cable TV Network
Pvt. Ltd.* Mahadev Den Network Pvt. Ltd.
Maitri Cable Network Pvt.
Ltd.* Den-Manoranjan Satellite Pvt. Ltd.
Melody Cable Network Pvt. Meerut Cable Network Pvt. Ltd.
Ltd.*
Portrait Cable Network Pvt. Shree Siddhivinayak Cable
Ltd.* Network Pvt. Ltd.
Den Enjoy Cable Networks Pvt.
Ltd.
Den Satellite Cable TV Network
Pvt. Ltd.
Den Maa Sharda Vision Cable
Networks Pvt. Ltd.
Den Fateh Mareketing Pvt. Ltd.
Den Jai Ambey Vision Cable Pvt.
Ltd.
Den Classic Cable TV Services Pvt.
Ltd.
Den Digital Cable Network Pvt.
Ltd.
Den F K Cable Tv Network Pvt.
Ltd.
Den Shiva Cable Network Pvt. Ltd.
Den Montooshah Network Pvt. Ltd.
Den RIS Cable Network Pvt. Ltd.
Den Bindra Network Pvt. Ltd.
Den Nashik City Cable Network
Pvt. Ltd.
Den Supreme Satellite Vision Pvt.
Ltd.
Den MCN Cable Network Pvt. Ltd.
Drashti Cable Network Pvt. Ltd.
Den Ashu Cable Pvt. Ltd.
DEN Ambey Cable Networks Pvt.
Ltd.
Adhunik Cable Network Pvt. Ltd.
*Acquired by our Company post December 31, 2012
Subsidiaries where our
share holding is 51% or
less
Name of Company
Den Aman Entertainment Pvt.
Ltd.
Den Budaun Cable Network Pvt.
Ltd.
Den Radiant Satelite Cable
Network Pvt. Ltd.
Den Bellary City Cable Pvt. Ltd.
DEN Malayalam Telenet Pvt. Ltd.
DEN Satellite Network Pvt. Ltd.
Dewshree Network Pvt. Ltd.
Den Elgee Cable Vision Pvt. Ltd.
Rajkot City Communication Pvt.
Ltd.
Den Malabar Cable Vision Pvt.
Ltd.
Den Infoking Channel
Entertainers Pvt. Ltd.
Den Ucn Network India Pvt. Ltd.
Galaxy Den Media &
Entertainment Pvt. Ltd.
Fortune (Baroda) Network Pvt.
Ltd.
Bali Den Cable Network Pvt. Ltd.
Den Citi Channel Pvt. Ltd.
Amogh Broad Band Services Pvt.
Ltd.
Fab Den Network Pvt. Ltd.
United Cable Network (Digital)
Pvt. Ltd.
Shri Ram Den Network Pvt. Ltd.
Den Krishna Vision Pvt. Ltd.
Cab-i-Net Communications Pvt.
Ltd.
Den Sariga Communications Pvt.
Ltd.
Den Sahyog Cable Network Pvt.
Ltd.
Den Kattakada Telecasting and
Cable Services Pvt. Ltd.
Den A.F. Communication Pvt.
Ltd.
Sree Gokulam Starnet
Communication Pvt. Ltd.
Big Den Entertainment Pvt. Ltd.
Den Ambey Citi Cable Network
Pvt. Ltd.
Den Deva Cable Network Pvt.
Ltd.
Star Channel Den Network Pvt.
Ltd.
Den Nanak Communication Pvt.
Ltd.
Den Saya Channel Network Pvt.
Ltd.
Den Faction Communication
System Pvt. Ltd.
Fun Cable Network Pvt. Ltd.
Libra Cable Network Pvt. Ltd.*
118
Subsidiaries where our share
holding is more than 51%
Name of Company Name of Company
Den Enjoy Navaratan Network Pvt. IME Networks Pvt. Ltd.
Ltd.
Kishna DEN Cable Network Pvt. Astron Media Networks
Ltd. Pvt. Ltd.
Divya Drishti Den Network Pvt. Ltd. Mahavir Den Entertainment
Pvt. Ltd.
DEN New Broad Communication Den Mahendra Satellite
Pvt. Ltd. Pvt. Ltd.
DEN Enjoy SBNM Cable Network Den Mewar Rajdev Cable
Pvt. Ltd. Network Pvt. Ltd.
Sanmati DEN Cable TV Network Den Narmada Network Pvt.
Pvt. Ltd. Ltd.
Sanmati Entertainment Pvt. Ltd. Den Sky Media Network
Pvt. Ltd.
Crystal Vision Media Pvt. Ltd.
Den Steel City Cable Network Pvt.
Ltd.
Multi Channel Cable Network Pvt.
Ltd.
Victor Cable Tv Network Pvt. Ltd.
Gemini Cable Network Pvt. Ltd.
Ambika DEN Cable Network Pvt.
Ltd.
Saturn Digital Cable Pvt. Ltd.
Multi Star Cable Network Pvt. Ltd.
VM Magic Entertainment Pvt. Ltd.
Antique Communications Pvt. Ltd.
Bhadohi DEN Entertainment Pvt.
Ltd.
Disk Cable Network Pvt. Ltd.
Shaakumabari Den Media Pvt. Ltd.
Eminent Cable Network Pvt. Ltd.
Silverline Television Network Pvt.
Ltd.
Ekta Entertainment Network Pvt.
Ltd.
DEN STN Television Network Pvt.
Ltd.
Devine Cable Network Pvt. Ltd.
Nectar Entertainment Pvt. Ltd.
Trident Entertainment Pvt. Ltd.
DEN ADN Network Pvt. Ltd.
CCN DEN Network Pvt. Ltd.
Rose Entertainment Pvt. Ltd.
Multitrack Cable Network Pvt. Ltd.
Blossom Entertainment Pvt. Ltd.
Glimpse Communications Pvt. Ltd.
Indradhanush Cable Network Pvt.
Ltd.
Pee Cee Cable Network Pvt. Ltd.*
Radiant Satellite (India) Pvt. Ltd.
Main Objects

As set out in our Memorandum of Association, our Companys main objects include carrying on the business of:

1. To carry on the business of broadcasting, telecasting, relaying, transmitting, distributing or running any
video, audio, voice, or other programmes or software (both proprietary and third party) over television,
radio, internet, telecom or any other media.

2. To carry on the business of cable services encompassing distribution, relaying, transmission of signals
including but not limited to television, voice over internet protocol, video on demand or any other
services through cable within and outside India by means of any system.

3. To offer internet based services including but not limited to offering international and domestic voice,
voice-over-internet-protocol, broadband internet, wireless, data and hosting services to business and
residential retail customers and other carriers located in the territory of India and to apply and obtain
licenses to carry on these objects.

4. To create/raise infrastructure of dark fibres, right of way, duct space and tower for relaying and
transmission of signals for internet and telecom based cable services to end subscribers and customers
in Indian territory, to offer such infrastructure to others business establishment on lease and commercial
terms and to apply and obtain licenses to carry on these objects.

Shareholding Pattern

(a) The shareholding pattern of our Company as of March 31, 2013 is detailed in the table below:

Equity Shares
Total Shareholding
pledged or
as a % of Total No.
otherwise
of Shares
Total No. of Equity encumbered
Category of No. of Total No. of Equity Shares held in As a
Shareholder Shareholders Shares Dematerialized Number % of
As a %
Form As a % of Total
of
of (A+B) Equity No. of
(A+B+C)
Shares Equity
Shares
(A)
Shareholding
of Promoter
and
Promoter
Group
(1) Indian
Individuals /
Hindu
3 50,807,950 50,807,950 37.91 37.91 0 0.00
Undivided
Family
Bodies
3 20,552,470 20,552,470 15.33 15.33 0 0.00
Corporate
Sub Total 6 71,360,420 71,360,420 53.24 53.24 0 0.00
(2) Foreign
Total
shareholding
of Promoter
6 71,360,420 71,360,420 53.24 53.24 0 0.00
and
Promoter
Group (A)
(B) Public
Shareholding
(1)
Institutions
Mutual Funds
14 2,375,470 2,375,470 1.77 1.77 0 0.00
/ UTI

119
 Equity Shares
Total Shareholding
pledged or
as a % of Total No.
otherwise
of Shares
Total No. of Equity encumbered
Category of No. of Total No. of Equity Shares held in As a
Shareholder Shareholders Shares Dematerialized Number % of
As a %
Form As a % of Total
of
of (A+B) Equity No. of
(A+B+C)
Shares Equity
Shares
Financial
Institutions / 4 2,104,293 2,104,293 1.57 1.57 0 0.00
Banks
Foreign
Institutional 51 19,728,087 19,728,087 14.72 14.72 0 0.00
Investors
Sub Total 69 24,207,850 24,207,850 18.06 18.06 0 0.00
(2) Non-
Institutions
Bodies
362 16,479,937 16,479,937 12.30 12.30 0 0.00
Corporate
Individuals
Individual
shareholders
holding
5894 1,516,941 1,393,512 1.13 1.13 0 0.00
nominal share
capital up to
` 1 lakh
Individual
shareholders
holding
nominal share 71 10,889,416 10,736,071 8.12 8.12 0 0.00
capital in
excess of ` 1
lakh
Any Others
177 9,949,453 9,949,453 7.42 7.42 0 0.00
(Specify)
Non Resident
119 223,909 223,909 0.17 0.17 0 0.00
Indians
Foreign
Corporate 3 9,138,726 9,138,726 6.82 6.82 0 0.00
Bodies
Clearing
50 205,902 205,902 0.15 0.15 0 0.00
Members
Trusts 1 1,000 1,000 0.00 0.00 0 0.00
Sub Total 6,500 38,455,831 38,179,057 28.69 28.69 0 0.00
Total Public
shareholding 6,569 62,663,681 62,386,907 46.76 46.76 0 0.00
(B)
Total
6,575 134,024,101 133,747,327 100.00 100.00 0 0.00
(A)+(B)
(C) Shares
held by
Custodians
and against
which 0 0 0 0.00 0.00 0 0.00
Depository
Receipts
have been
issued
(1)
Promoter
and 0 0 0 0.00 0.00 0 0.00
Promoter
Group
(2) Public 0 0 0 0.00 0.00 0 0.00

120
 Equity Shares
Total Shareholding
pledged or
as a % of Total No.
otherwise
of Shares
Total No. of Equity encumbered
Category of No. of Total No. of Equity Shares held in As a
Shareholder Shareholders Shares Dematerialized Number % of
As a %
Form As a % of Total
of
of (A+B) Equity No. of
(A+B+C)
Shares Equity
Shares
Sub Total 0 0 0 0.00 0.00 0 0.00
Total
6,575 134,024,101 133,747,327 0.00 100.00 0 0.00
(A)+(B)+(C)

(b) Statement showing shareholding of persons belonging to the category Public and holding more than
1% of the total number of Equity Shares as of March 31, 2013 is detailed in the table below:

Total
Equity
Shares
Details of convertible
Details of warrants (including
securities
underlying
shares
Shares assuming
as % of full
S. Name of the No. of Equity Total conversion
As a %
No. Shareholder Shares held No. of % w.r.t of
total
Equity total warrants
Number number Number of
Shares number of and
of of convertible
convertible convertible
warrants warrants securities
securities securities)
held of the held
of the as a % of
same
same class diluted
class
share
capital
1 Standard 5,840,009 4.36 0 0.00 0 0.00 4.36
Chartered IL
And FS Asia
Infrastructure
G
2 College 4,173,128 3.11 0 0.00 0 0.00 3.11
Retirement
Equities Fund -
Stock Account
3 Tara India 2,748,253 2.05 0 0.00 0 0.00 2.05
Holdings A
Limited

4 Emerging India 2,452,151 1.83 0 0.00 0 0.00 1.83

Focus Funds
5 IL And FS 2,326,051 1.74 0 0.00 0 0.00 1.74
Trust Company
Limited
6 Blue Eye 2,050,000 1.53 0 0.00 0 0.00 1.53
Entertainment
Private Limited
7 Ajay Tiwari 1,483,824 1.11 0 0.00 0 0.00 1.11
8 Life Insurance 1,885,299 1.41 0 0.00 0 0.00 1.41
Corporation Of
India
9 Anitha 1,771,579 1.32 0 0.00 0 0.00 1.32
Kumaraswamy
10 College 2,066,779 1.50 0 0.00 0 0.00 1.50
Retirement
Equities Fund -
Global Equities

121
 Total
Equity
Shares
Details of convertible
Details of warrants (including
securities
underlying
shares
Shares assuming
as % of full
S. Name of the No. of Equity Total conversion
As a %
No. Shareholder Shares held No. of % w.r.t of
total
Equity total warrants
Number number Number of
Shares number of and
of of convertible
convertible convertible
warrants warrants securities
securities securities)
held of the held
of the as a % of
same
same class diluted
class
share
capital
Account
11 Reliance 1,487,160 1.11 0 0.00 0 0.00 1.11
Strategic
Investments
Limited
Total 28224233 21.06 0 0.00 0 0.00 21.06

(c) Statement showing shareholding of persons belonging to the category Promoter and Promoter Group
as of March 31, 2013 is detailed in the table below:

S. Name of Details of Equity Encumbered Equity Details of Details of Total

No the Shares held Shares (*) warrants convertible Equity
. Sharehol securities Shares
der (includi
ng
underlyi
ng
shares
assumin
g full
conversi
on of
warrant
s and
converti
ble
securitie
s) as a
% of
diluted
share
capital
As a As a %
As a %
% total
of
total Number number
As a % of grand Numb
No. of numbe of of
grand As a total er of
Equity N r of converti converti
total percent (A)+(B)+ warra
Shares o warra ble ble
(A)+(B)+( age (C) of nts
held nts of securitie securitie
C) sub- held
the s held s of the
clause
same same
(I)(a)
class class
1 Sameer 46,654, 34.81 0 0.00 0.00 0 0.00 0 0.00 34.81
Manchan 550
da
2 Lucid 16,000,0 11.94 0 0.00 0.00 0 0.00 0 0.00 11.94
Systems 00
Private

122
S. Name of Details of Equity Encumbered Equity Details of Details of Total
No the Shares held Shares (*) warrants convertible Equity
. Sharehol securities Shares
der (includi
ng
underlyi
ng
shares
assumin
g full
conversi
on of
warrant
s and
converti
ble
securitie
s) as a
% of
diluted
share
capital
As a As a %
As a %
% total
of
total Number number
As a % of grand Numb
No. of numbe of of
grand As a total er of
Equity N r of converti converti
total percent (A)+(B)+ warra
Shares o warra ble ble
(A)+(B)+( age (C) of nts
held nts of securitie securitie
C) sub- held
the s held s of the
clause
same same
(I)(a)
class class
Limited
3 Verve 4,529,6 3.38 0 0.00 0.00 0 0.00 0 0.00 3.38
Engineeri 70
ng
Private
Limited
4 Kavita 3,757,5 2.80 0 0.00 0.00 0 0.00 0 0.00 2.80
Manchan 00
da
5 Sanjeev 395,900 0.30 0 0.00 0.00 0 0.00 0 0.00 0.30
Manchan
da
6 Access 22,800 0.02 0 0.00 0.00 0 0.00 0 0.00 0.02
Equity
Private
Limited
Total 71,360, 53.24 0 0.00 0.00 0 0.00 0 0.00 53.24
420

As of the date of this Placement Document, our Company does not have any outstanding securities convertible
into or exercisable or exchangeable for Equity Shares of our Company.

Material Agreements

1. Restated Joint Venture Agreement among Star India Private Limited (SIPL), our Company and
Star DEN Media Services Private Limited (Star DEN) dated May 26, 2011

Our Company entered into a joint venture agreement (Original Star DEN JVA) with SIPL and Star DEN on
January 14, 2008 to form a 50:50 joint venture company, Star DEN, to operate a television channel distribution
business in India, Nepal and Bhutan, with Star DEN retaining the exclusive distribution rights to television
channels controlled by STAR, and the other channels for which Star DEN had acquired or would have acquired
exclusive distribution rights. Pursuant to the Media Pro JVA, the Original Star DEN JVA was terminated by
way of an agreement among SIPL, Star DEN and our Company dated May 26, 2011, and a restated joint venture

123
agreement among SIPL, Star DEN and our Company dated May 26, 2011 (Restated Star DEN JVA) was
entered into. The salient terms of the Restated Star DEN JVA are set forth below:

Business of Star DEN: The primary business of Star DEN shall be to invest directly in Media Pro to an extent of
50% of the share capital of Media Pro.

Non Compete: Star DEN shall not, without the mutual written consent of SIPL and our Company, invest in or
acquire any rights in respect of any distribution network or any media content. Our Company shall not, and shall
ensure that Mr. Sameer Manchanda does not, during the currency of the Revised Star DEN JVA, directly or
indirectly, engage, own, invest, or have any interest in any business which competes with business of Star DEN
or Media Pro. Further, if our Company has acquired any interest in any channel(s) and provided rights of
distribution vest with our Company at any time, our Company shall provide an exclusive right of first
negotiation for a period of 30 days to Media Pro for the distribution of any such channel(s), whether new or
existing. Our Company has also agreed that in no circumstance shall a third party be granted any rights for
distribution of such channel(s) on material terms more favourable than those offered to Media Pro.

Funding Strategy: Each of SIPL and our Company has undertaken to fund no more than ` 50 million in
proportion to their shareholding, at such time as may be agreed by the parties. Failure to bring in the required
funding by a party shall entitle the other party to bring in the shortfall in the form of a shareholders loan which
will be required to be repaid by Star DEN within 30 days.

Exit Options: Neither party may sell its interest in Star DEN to any other party without giving a right of first
refusal to the non-selling party, such that in no event shall any third party acquire any interest in Star DEN on
terms less favorable to the terms offered to the transferring party by the non-transferring party. In no event shall
either party sell its interest to an unwelcome purchaser, including any owner or supplier of any channels or an
entity engaged in the cable television distribution business.

SIPL has the option to purchase an additional 1% equity stake in Star DEN from our Company in the event of a
material breach or default by our Company under the Restated Star DEN JVA (which includes breach of the non
compete provisions and change in control or insolvency of our Company) or, in case of failure by Star DEN to
repay SIPL of any shareholders loan within a period of 30 days subsequent to funding of shortfall by SIPL
pursuant to failure by our Company to provide funding to Star DEN (the Call Option) with the equity shares
of Star DEN being valued at a 20% discount to the fair market value, and on the terms and conditions set forth
in the Restated Star DEN JVA. Additionally, SIPL may exercise the Call Option in the event of any deadlock or
failure to agree between SIPL and our Company which remains unresolved as per the terms of the Revised Star
DEN JVA with the equity shares of Star DEN being valued at the fair market value. In the event the Call Option
is exercised by SIPL, our Company shall at its option have the tag along right to sell the balance 49% stake on
the same terms and at the same price to SIPL.

Our Company has the right to call upon SIPL to purchase the stake held by our Company in Star DEN with the
equity shares of Star DEN being valued at a premium of 20% over the fair market value, in the event of a
material breach or default by SIPL under the Restated Star DEN JVA (which includes change in control or
insolvency of SIPL) or, in case of failure by Star DEN to repay our Company of any shareholders loan within a
period of 30 days subsequent to funding of shortfall by our Company pursuant to failure by SIPL to provide
funding to Star DEN (the Put Option).

Rights and Obligations in relation to Media Pro: In the event of any deadlock or failure to agree between SIPL
and our Company in relation to matters pertaining to Media Pro which remains unresolved as per the terms of
the Revised Star DEN JVA, SIPL and our Company have agreed to exercise their voting rights in Media Pros
shareholders meeting and act in such manner as to fully implement the decision of the Chief Executive Officer
of SIPL in relation to affirmative voting items of Media Pro. In such an eventuality, our Company shall have the
right to exercise the Put Option to purchase either 1% or all the equity shares held by our Company in Media
Pro at fair market value and as per the terms of the agreement. If our Company does not exercise its voting
rights in Media Pros shareholders meeting and act in such manner as to fully implement the decision of the
Chief Executive Officer of SIPL in relation to affirmative voting items of Media Pro, SIPL shall be entitled to
(a) exercise its Call Option with the equity shares of Star DEN being valued at a 20% discount to the fair market
value, and / or (b) require each of the directors nominated by our Company on the board of directors of Media
Pro to resign and be replaced by directors nominated by SIPL. SIPLs exercise of the Call Option shall also
trigger our Companys option to exercise the tag along right to sell our Companys entire stake to SIPL on the
same terms and at the same price to SIPL.

124
2. Joint Venture Agreement between Star DEN, Zee Turner Limited (ZTL), Zee Entertainment
Enterprises Limited (ZEEL), SIPL and Media Pro

Star DEN, ZTL, ZEEL, SIPL and Media Pro (formerly named Ampersand Media Private Limited) entered into a
joint venture agreement dated May 26, 2011 (Media Pro JVA) pursuant to which Star DEN and ZTL (a joint
venture of ZEEL and Turner International India Private Limited) have decided to invest in Media Pro, for the
distribution of channels in India, Nepal and Bhutan, including certain core channels as set forth in the
agreement.

Under the Media Pro JVA, Media Pro has assumed the responsibility for the placement of all channels on all
network platforms within six months from the business commencement date, i.e., July 1, 2011. Media Pro shall
only be a distributor of channels and conduct related marketing thereof, and shall not invest in any network
platform, broadcasters, channel operators and / or any persons which produce media content.

Shareholding: Star DEN and ZTL shall each hold 50% of the shareholding of Media Pro.

Board of Directors: The board of directors of Media Pro shall comprise eight directors, of which Star DEN and
ZTL shall be entitled to appoint four each. At any time from the composition of the board of directors of Media
Pro, at least two of the Star DEN directors shall be SIPL nominees and at least three of the ZTL directors shall
be ZEEL nominees.

Non-compete: During the term of the agreement, neither SIPL, Star DEN, ZEEL and / or ZTL shall directly or
indirectly, undertake or participate in an entity / competitor which is engaged in, or which establishes, owns,
manages or operates any person engaged in a business which competes with the business of Media Pro in the
India, Nepal or Bhutan.

During the term of the agreement, Star DEN, SIPL, ZEEL or ZTL (or their affiliates) shall not either on their
own behalf or on behalf of ay person solicit, induce or attempt to induce any of the key management or any
other employees of Media Pro.

Lock-in: Except as otherwise permitted in the agreement, Star DEN and ZTL shall not transfer any equity shares
or issue a termination notice for a period of three years.

Shareholder Pre-emption Rights: On and from the completion date, all additional capital requirements of Media
Pro shall be financed through pro rata equity contributions from the shareholders based on their respective
shareholding in Media Pro. No shareholder shall be required to provide more than ` 100 million of funding.

Term and Termination: The agreement shall continue in full force and effect till March 31, 2016 or such other
extended date as may be mutually agreed between the shareholders in writing. Unless a termination notice is
served by any shareholder at any time prior to September 30, 2015, the term shall automatically stand extended
by a further period of three years.

The Agreement shall terminate, inter alia:

(i) at the option of any party, for any reason whatsoever, after giving a prior written notice of not less than
180 days to the other parties;
(ii) on the mutual agreement between the shareholders for such termination;
(iii) in the event of deletion of a core channel, in addition to the core channel deletion cost, the non-breaching
party shall have the right but not the obligation to terminate the agreement after giving a notice of 30
days.

125
 ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to Bids, Bid
payment, Allocation and Allotment of the Equity Shares. The procedure followed in the Placement may differ
from the one mentioned below and the investors are assumed to have apprised themselves of the same from our
Company or the BRLMs. The QIBs are advised to inform themselves of any restrictions or limitations that may
be applicable to them. Also see Selling Restrictions and Transfer Restrictions.

Our Company and the BRLMs and any of their respective shareholders, directors, partners, officers, employees,
counsel, advisors, representatives, agents or affiliates are not liable for any amendment or modification or
change to applicable laws or regulations, which may occur after the date of this Placement Document. QIBs are
advised to make their independent investigations and satisfy themselves that they are eligible to apply. QIBs are
advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law or regulation or as specified in this Placement
Document. Further, QIBs are required to satisfy themselves that their Application Forms would not result in
triggering a tender offer under the Takeover Code.

Qualified Institutions Placements

This Placement Document has not been, and will not be, registered as a prospectus with the Registrar of
Companies, National Capital Territory of Delhi and Haryana (RoC) and, no Equity Shares were offered in
India or overseas to the public or any members of the public in India or any other class of investors, other than
QIBs.

The Placement is being made to QIBs in reliance upon Chapter VIII of the SEBI ICDR Regulations through the
mechanism of a Qualified Institutions Placement (QIP). Under Chapter VIII of the SEBI ICDR Regulations,
our Company, being a listed company in India may issue Equity Shares to QIBs, provided that:

the shareholders of our Company have adopted a special resolution approving such QIP. Such special
resolution must specify (a) that the Allotment is proposed to be made pursuant to the QIP and (b) the
relevant date;

Equity Shares of the same class of our Company, which are proposed to be Allotted through the QIP, are
listed on the Stock Exchanges, which have nation-wide trading terminals for a period of at least one year as
on the date of issuance of notice to our shareholders for convening the meeting to adopt the above-
mentioned special resolution;

our Company complies with the minimum public shareholding requirements set out in the Securities
Contracts (Regulation) Rules, 1957 and the Listing Agreements; and

The aggregate of this Placement and all previous QIPs made in the same financial year shall not exceed five
times the net worth of our Company as per the audited balance sheet from the previous financial year.

Additionally, there is a minimum pricing requirement under the SEBI ICDR Regulations. The Issue Price of the
Equity Shares issued under this Placement is not less than the average of the weekly high and low of the closing
prices of the Equity Shares of the same class quoted on the stock exchanges during the two weeks preceding the
relevant date. The relevant date referred to above means the date of the meeting in which the Committee of
Directors decide to open the proposed issue and stock exchange means any of the recognized stock exchanges
in which the Equity Shares of the same class are listed and on which the highest trading volume in such Equity
Shares has been recorded during the two weeks immediately preceding the relevant date.

Equity Shares being Allotted pursuant to the Placement shall not be sold for a period of one year from the date
of Allotment, except on the Stock Exchanges.

The minimum number of allottees with respect to a QIP shall not be less than:

two, where the issue size is less than or equal to ` 2,500 million; and
five, where the issue size is greater than ` 2,500 million.

126
This Placement was authorized and approved by our Board of Directors on March 28, 2013 and approved by our
shareholders at an extra ordinary general meeting held on April 25, 2013.

Our Company has also filed a copy of the Preliminary Placement Document and the Placement Document with
each of the Stock Exchanges. Our Company has received in-principle approvals from each of the Stock
Exchanges under Clause 24 (a) of the Listing Agreements for the listing of the Equity Shares offered pursuant to
this Placement on the BSE and the NSE on May 6, 2013.

Issue Procedure

1. Our Company and the BRLMs shall circulate serially numbered copies of this Placement Document
and the Application Form, either in electronic or physical form, to not more than 49 QIBs.

2. The list of QIBs to whom the Application Form was delivered was determined by the BRLMs in
consultation with our Company. Unless a serially numbered Preliminary Placement Document
along with the Application Form is addressed to a particular QIB, no invitation to subscribe shall
be deemed to have been made to such QIB. Even if such documentation were to come into the
possession of any person other than the intended recipient, no offer or invitation to offer shall be
deemed to have been made to such person.

3. QIBs may submit an Application Form, including any revisions thereof, during the Issue Period to the
BRLMs.

4. QIBs were required to indicate the following in the Application Form:

a. Name of the QIB to whom Equity Shares are to be Allotted;

b. Number of Equity Shares applied for;

c. Price at which they are agreeable to subscribe for the Equity Shares, provided that QIBs may
also indicate that they are agreeable to submit an Application Form at the Issue Price of the
Equity Shares which shall be finalized by our Company in consultation with the BRLMs at or
above the Floor Price; and

d. The PAN, DP ID and Client ID for the beneficiary account(s) to which the Equity Shares
should be credited.

Note: Each sub-account of a FII, other than a sub-account which is a foreign corporate or foreign
individual, will be considered as an individual QIB and separate Application Forms would be required
from each such sub-account. FIIs or sub-accounts of FIIs, are required to indicate the SEBI FII/sub-
account registration number in the Application Form.

Bids made by the asset management companies or custodian of Mutual Funds shall specifically state
the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate
Bid can be made in respect of each scheme of a SEBI registered Mutual Fund and such Bids in respect
of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme for which the Bid has been made.

5. Once a duly filled Application Form is submitted by a QIB, such Application Form constitutes an
irrevocable offer and cannot be withdrawn after the Issue Closing Date.

6. The Issue Closing Date was notified to the Stock Exchanges and the QIBs shall be deemed to have
been given notice of the Issue Closing Date upon such notification to the Stock Exchanges.

7. Upon the receipt of the Application Forms, our Company, in consultation with the BRLMs, shall
determine (i) the Issue Price, (ii) the number of Equity Shares, and (iii) the QIBs to whom Allocation
shall be made. On such determination, the BRLMs will send the CAN to the QIBs who have been
Allocated Equity Shares. The dispatch of the Confirmation of Allocation Note (CAN) shall be
deemed a valid, binding and irrevocable contract for the QIBs to pay the entire Issue Price for all the
Equity Shares Allocated to such QIB. The CAN shall contain details such as the number of Equity

127
 Shares Allocated to the QIB and payment instructions, including the details of the amounts payable by
the QIB for Allotment of the Equity Shares in its name and the Pay-In Date as applicable to the
respective QIB.

8. Pursuant to receiving a CAN, each QIB shall be required to make the payment of the entire Bid monies
for the Equity Shares indicated in the CAN at the Issue Price through electronic transfer to the Escrow
Account by the Pay-In Date as specified in the CAN sent to the respective QIBs.

Upon receipt of the Bid monies from the QIBs, our Company shall Allot Equity Shares as per the
details in the CAN to the QIBs. Pursuant to Section 67(3) of the Companies Act, our Company shall
not Allot Equity Shares to more than 49 QIBs or to any person ineligible for Allotment under
applicable law. Our Company will intimate the Stock Exchanges of the details of the Allotment and
apply for final approvals for listing on the Stock Exchanges prior to crediting the Equity Shares into the
beneficiary accounts of the QIBs.

9. After receipt of the final listing approvals from the Stock Exchanges, our Company shall credit the
Equity Shares into the beneficiary accounts of the respective QIBs.

10. Our Company shall then apply for final trading permission from the Stock Exchanges. The Equity
Shares that have been credited to the beneficiary accounts of the QIBs shall be eligible for trading on
the Stock Exchanges only upon the receipt of final listing and trading approvals from the Stock
Exchanges.

11. Upon receipt of final listing and trading approvals from the Stock Exchanges, our Company shall
inform QIBs who have received Allotment of the receipt of such approval. Our Company and the
BRLMs shall not be responsible for any delay or non-receipt of the communication of the final listing
and trading permissions from the Stock Exchanges or any loss arising from such delay or non-receipt.
Final listing and trading approvals granted by the Stock Exchanges are also placed on their respective
websites. QIBs are advised to apprise themselves of the status of the receipt of the permissions from the
Stock Exchanges or our Company.

Qualified Institutional Buyers

Only QIBs as defined in Regulation 2(1)(zd) of the SEBI ICDR Regulations are eligible to invest. These
include:

Mutual funds, venture capital funds and alternative investment fund (which are venture capital funds);
FIIs and sub-accounts (other than sub-accounts which are foreign corporates or foreign individuals),
registered with SEBI;
Public financial institutions as defined in section 4A of the Companies Act;
Scheduled commercial banks;
Multilateral and bilateral development financial institutions;
State industrial development corporations;
insurance companies registered with the Insurance Regulatory and Development Authority;
Provident funds with minimum corpus of ` 250 million;
Pension funds with minimum corpus of ` 250 million;
National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
the GoI published in the Gazette of India;
Insurance funds set up and managed by army, navy or air force of the Union of India; and
Insurance funds set up and managed by the Department of Posts, India.

FIIs are permitted to participate through the portfolio investment scheme in the Placement. FIIs are
permitted to participate in the QIP subject to compliance with all applicable laws and such that the
shareholding of the FIIs does not exceed specified limits prescribed under applicable laws.

The issue of Equity Shares to a single FII should not exceed 10% of the post-issue capital of our Company
immediately after the Placement. In respect of a FII investing in the Equity Shares on behalf of its sub-accounts,
other than a sub-account which is a foreign corporate or foreign individual, the investment on behalf of each
sub-account shall not exceed 10% of the total post-issue capital of our Company. Further, the total holdings of

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all FIIs/sub-accounts of FIIs put together shall not exceed 49% of the paid up equity capital of our Company at
any time.

Under Regulation 86(1)(4) of the SEBI ICDR Regulation, no Allotment shall be made pursuant to the
Placement, either directly or indirectly, to any QIB being a Promoter or any person related to the Promoter(s).
QIBs which have all or any of the following rights shall be deemed to be persons related to Promoter(s):

a) rights under a shareholders agreement or voting agreement entered into with the Promoters or persons
related to the Promoters;
b) veto rights; or
c) right to appoint any nominee director on the Board;

provided that a QIB that does not hold any Equity Shares and who has acquired the said rights in the capacity of
a lender shall not be deemed to be a person related to the Promoters.

A minimum of 10% of the Equity Shares in the Placement shall be Allotted to Mutual Funds. If no
Mutual Fund is agreeable to take up the minimum portion as specified above, such minimum portion or
part thereof may be Allotted to other QIBs.

Affiliates or associates of the BRLMs who are QIBs may participate in the Placement in compliance with
applicable laws.

Bid Process

Application Form

QIBs shall only use the serially numbered Application Forms supplied by the BRLMs in either electronic or
physical form for the purpose of making a Bid (including any revision thereof) pursuant to the Placement.

By making a Bid (including any revision thereof) for Equity Shares through an Application Form, a QIB shall
be deemed to have made the following representations and warranties and the representations, warranties and
agreements made under Notice to Investors- Representations by Investors and Transfer Restrictions:

It is a QIB in terms of Regulation 2(1)(zd) of the SEBI ICDR Regulations, has a valid and existing
registration under the applicable laws of India and is eligible to participate in the Placement;

It is not a Promoter and is not a person related to the Promoters, either directly or indirectly, and its
Application Form does not directly or indirectly represent the Promoter or promoter group of our
Company;

It has no rights under a shareholders agreement or voting agreement with the Promoters or persons
related to the Promoters, no veto rights or right to appoint any nominee director on the Board other than
rights, if any, acquired in the capacity of a lender not holding any Equity Shares who shall not be
deemed to be a person related to Promoters;

It has no right to withdraw its Bid after the Issue Closing Date;

If Equity Shares are Allotted through the Placement, it shall not, for a period of one year from
Allotment, sell such Equity Shares otherwise than on the Stock Exchanges;

The aggregate number of the Equity Shares so Allotted, together with any Equity Shares held by the
QIB prior to the Placement, does not and shall not, exceed the level permissible as per any regulations
applicable to the QIB;

The Bid would not result in triggering a tender offer under the Takeover Code;

To the best of its knowledge, the Allotment to the QIB (including other QIBs in the Placement that
belong to the same group or are under common control of such QIB) shall not exceed 50% of the Issue
Size. For the purposes of this statement:

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 a. The expression belongs to the same group shall derive meaning from the concept of companies
under the same group as provided in sub-section (11) of Section 372 of the Companies Act;
b. Control shall have the same meaning as is assigned to it by Clause 1 of Regulation 2 of the
Takeover Code.

It shall not undertake any trades in the Equity Shares credited to its beneficiary account until such time
that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges.

QIBs would need to provide their beneficiary account details, their PAN, DP ID and Client ID in the
Application Form. QIBs must ensure that the name given in the Application Form is exactly the same as the
name in which the beneficiary account is held.

Demographic details such as address and bank account will be obtained from the Depositories as per the
beneficiary account details given above. The submission of an Application Form by the QIBs shall be deemed a
valid, binding and irrevocable offer for the QIB to pay the entire Issue Price for its share of Allotment (as
indicated by the CAN), and becomes a binding contract on the QIB, upon issuance of the CAN by our Company
in favour of the QIB.

Submission of Application Form

All Application Forms must be duly completed with information (including the name of the QIB, the price and
the number of Equity Shares applied for). The Application Form shall be submitted to the BRLMs either
through electronic form or through physical delivery at either of the following addresses:

Deutsche Equities India Private Limited IDFC Capital Limited

DB House, Hazarimal Somani Marg 2nd Floor, Naman Chambers
Fort, Mumbai 400 001, India C 32, G Block, Bandra Kurla Complex, Bandra (E)
Contact person: Mr. Viren Jairath Mumbai 400 051, India
Email id: viren.jairath@db.com Contact person: Mr. Hiren Raipancholia
Email id: den.qip@idfc.com

Elara Capital (India) Private Limited

Indiabulls Finance Centre, Tower 3, 21st Floor,
Senapati Bapat Marg, Elphinstone Road (West)
Mumbai 400 013, India
Contact person: Mr. Nikhil Panjwani
Email id: nikhil.panjwani@elaracapital.com

The BRLMs shall not be required to provide any written acknowledgement of the same.

Each QIB should mention its PAN allotted under the I.T. Act. The copy of the PAN card or PAN allotment
letter is required to be submitted with the Application Form. Bids without this information will be
considered incomplete and are liable to be rejected.

Pricing and Allocation

Build Up of the Book

The QIBs shall submit their Bids (including revisions thereof) within the Issue Period to the BRLMs.

Price Discovery and Allocation

Our Company, in consultation with the BRLMs, shall determine the Issue Price for the Equity Shares, which
shall be at or above the Floor Price. After finalization of the Issue Price, our Company shall include the
Placement details in the Placement Document which shall be filed with the Stock Exchanges.

Method of Allocation

Our Company shall determine the Allocation in consultation with the BRLMs on a discretionary basis and in
compliance with Chapter VIII of the SEBI ICDR Regulations.

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Application Forms received from the QIBs at or above the Issue Price shall be grouped together to determine the
total demand. The Allocation to all such QIBs will be made at the Issue Price. Allocation to Mutual Funds for a
minimum of 10% of the Issue Size shall be undertaken subject to valid Bid being received at or above the Issue
Price.

The decision of our Company, in consultation with the BRLMs in respect of Allocation shall be binding
on all QIBs. QIBs may note that Allocation of Equity Shares is at the sole and absolute discretion of our
Company in consultation with the BRLMs and QIBs may not receive any Allocation even if they have
submitted valid Application Forms at or above the Issue Price. Neither our Company nor the BRLMs is
obliged to assign any reasons for such non-Allocation.

Number of Allottees

Regulation 87 of the SEBI ICDR Regulations provides that, the minimum number of allottees in a QIP shall not
be less than two, if the Issue Size is less than or equal to ` 2,500 million, or five, if the Issue Size is greater than
` 2,500 million, provided that no single Allottee shall be Allotted more than 50% of the aggregate amount of the
Issue Size and provided further, that, QIBs belonging to the same group or those who are under common control
shall be deemed to be a single Allottee for the purpose of this clause. For details of what constitutes same
group or common control see Bid ProcessApplication Form.

The maximum number of Allottees of Equity Shares shall not exceed 49. Further, the Equity Shares shall be
Allotted within 12 months from the date of the shareholders resolution approving the Placement.

CAN

Based on the Application Forms received, our Company and the BRLMs, in their sole and absolute discretion,
shall decide the list of QIBs to whom the serially numbered CAN shall be sent, pursuant to which the details of
the Equity Shares Allocated to them and the details of the amounts payable by them by the Pay-in-Date for
Allotment of such Equity Shares in their respective names shall be notified to such QIBs. Additionally, the CAN
will include details of the bank account(s) for transfer of funds if done electronically, address where the Bid
money needs to be sent, Pay-In Date, as well as the probable designated date, being the date of credit of the
Equity Shares to the QIBs account, as applicable to the respective QIBs (Designated Date).

The eligible QIBs would also be sent a serially numbered Placement Document either in electronic or physical
form along with the serially numbered CAN, numbering not more than 49.

The dispatch of the CAN by our Company shall be deemed a valid, binding and irrevocable contract for the QIB
to furnish all details that may be required by the BRLMs and to pay the entire Issue Price for all the Equity
Shares Allocated to such QIB.

QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be
Allotted to them pursuant to the Placement.

By submitting the Application Form, the QIB would have deemed to be made the representation and warranties
as specified under Notice to Investors Representations by Investors and further that such QIB shall not
undertake any trade on the Equity Shares credited to its Depository Participant account until such time as the
final listing and trading approval is issued by the Stock Exchanges.

Company Account for Payment of Bid Money

Our Company has opened a special bank account with Kotak Mahindra Bank Limited, acting as the Escrow
Agent (Escrow Account) in terms of the arrangement between our Company, the BRLMs and the Escrow
Agent. The QIBs will be required to deposit the entire amount payable for the Equity Shares allocated to it
favouring the Escrow Account, by the Pay-In Date mentioned in the CANs.

If the payment is not made favoring the Escrow Account within the time stipulated in the CAN, the Application
Form and the CAN of the QIB are liable to be cancelled.

In case of cancellations or default by the QIBs or the DPs, our Company, in consultation with the BRLMs, has
the right to reallocate the Equity Shares at the Issue Price among existing or new QIBs at its sole and absolute

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discretion, subject to compliance with the requirement of ensuring that Application Forms are sent to not more
than 49 QIBs.

Payment Instructions

The payment of Bid money shall be made by the QIBs in the name of DEN Networks Limited QIP Escrow
Account as per the payment instructions provided in the CAN.

QIBs may make payment only through electronic fund transfer.

Note: Payments through cheques are liable to be rejected.

Designated Date and Allotment of Equity Shares

1. The Equity Shares will not be Allotted unless the QIBs pay the Issue Price to the Escrow Account as stated
above.
2. Subject to the satisfaction of the terms and conditions of the Placement Agreement, our Company will
ensure that the Allotment of the Equity Shares is completed by the Designated Date provided in the CAN
for the QIBs who have paid the aggregate amounts as stipulated in the CAN.
3. In accordance with the SEBI ICDR Regulations, the Equity Shares will be issued and Allotment shall be
made only in the dematerialised form to the Allottees. Allottees will have the option to re-materialize the
Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.
4. Our Company reserves the right to cancel this Placement at any time up to Allotment without assigning
any reasons whatsoever.
5. Post receipt of the listing approvals of the Stock Exchange, our Company shall credit the Equity Shares
into the Depository Participant account of the QIBs.
6. Following the Allotment and credit of Equity Shares into the QIBs Depository Participant account, our
Company will apply for final trading approvals for trading on the Stock Exchanges.
7. In the unlikely event of any delay in the Allotment or credit of Equity Shares, or receipt of listing or
trading approvals or cancellation of this Placement, no interest or penalty would be payable by the
Company.
8. The Escrow Agent shall not release the monies lying to the credit of the Escrow Account to our Company,
until such time as our Company delivers to the Escrow Agent documentation regarding the final approval
of the Stock Exchanges, for the listing and trading of the Equity Shares issued pursuant to this Placement.
9. In the event that our Company is unable to issue and Allot the Equity Shares offered in the Placement or
on cancellation of the Placement, the money received from QIBs shall be refunded.
10. After finalization of the Issue Price, our Company has updated the Preliminary Placement Document with
the Placement details and has filed the same with the Stock Exchanges as this Placement Document.
Pursuant to a circular dated March 5, 2010 issued by SEBI, Stock Exchanges are required to make
available on their websites the details of those Allottees in the Placement who have been Allotted more
than 5% of the Equity Shares, viz., names of the Allottees and number of Equity Shares Allotted to each of
them, the pre and post Placement shareholding pattern of our Company in the format specified in clause 35
of the Listing Agreements along with the Placement Document.

Other Instructions

Right to Reject Bids

Our Company, in consultation with the BRLMs, may reject Bids, in part or in full, without assigning any
reasons whatsoever. The decision of our Company and the BRLMs in relation to rejection of Bids shall be final
and binding.

Equity Shares in dematerialized form with National Securities Depository Limited (NSDL) or Central
Depository Services (India) Limited (CDSL)

The Allotment of the Equity Shares in the Placement shall be only in dematerialized form (i.e., not in the form
of physical certificates but fungible and be represented by the statement issued through the electronic mode).

1. A QIB bidding for Equity Shares must have at least one beneficiary account with a Depository
Participant of either NSDL or CDSL prior to making the Bid.

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2. Equity Shares Allotted to a successful QIB will be credited in electronic form directly to the
beneficiary account (with the Depository Participant) of the QIB.

3. Equity Shares in electronic form can be traded only on stock exchanges having electronic connectivity
with NSDL and CDSL. The Stock Exchanges have electronic connectivity with CDSL and NSDL.

4. Trading of the Equity Shares would be in dematerialized form only for all QIBs in the dematerialized
segment of the respective Stock Exchanges.

5. Our Company and the BRLMs will not be responsible or liable for the delay in the credit of Equity
Shares due to errors in the Application Form or otherwise on part of the QIBs.

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 PLACEMENT AND LOCK-UP

Placement Agreement

The BRLMs and our Company have entered into a Placement Agreement dated May 6, 2013, pursuant to which
the BRLMs have agreed to use their best efforts to procure QIBs to subscribe to such number of our Equity
Shares as may be agreed among our Company and the BRLMs, pursuant to Chapter VIII of the SEBI ICDR
Regulations.

The Placement Agreement contains customary representations and warranties, as well as indemnities from our
Company and is subject to certain conditions and termination provisions in accordance with the terms contained
therein.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, and they may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be
qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(2)
under the U.S. Securities Act, and (b) outside the United States in offshore transactions in reliance on
Regulation S under the U.S. Securities Act. The Equity Shares are transferable only in accordance with the
restrictions described under Transfer Restrictions. All purchasers are required to make representations set
forth in Transfer Restrictions.

Applications shall be made to list the Equity Shares and admit them to trading on the Stock Exchanges. No
assurance can be given as to the liquidity or sustainability of the trading market for the Equity Shares, the ability
of holders of the Equity Shares to sell their Equity Shares or the price at which holders of the Equity Shares will
be able to sell their Equity Shares.

This Placement Document has not been, and will not be, registered as a prospectus with the Registrar of
Companies in India and no Equity Shares will be offered in India or overseas to the public or any members of
the public in India or any other class of investors other than QIBs.

In connection with this Placement, the BRLMs (or their respective affiliates) may, for their own accounts, enter
into asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares at the same time
as the offer and sale of the Equity Shares, or in secondary market transactions. As a result of such transactions,
the BRLMs may hold long or short positions in such Equity Shares. These transactions may comprise a
substantial portion of this Placement and no specific disclosure will be made of such positions. Affiliates of the
BRLMs who are QIBs may purchase Equity Shares and be Allocated Equity Shares for proprietary purposes and
not with a view to distribution or in connection with the issuance of offshore derivative instruments.

Certain of the BRLMs and their affiliates have in the past provided, currently provide and may in the future
from time to time provide, investment banking, general financing and banking and advisory services to our
Company and its affiliates for which they have in the past received, currently receive and may in the future
receive, customary fees. For instance, Deutsche Equities India Private Limited, a GCBRLM to this Placement,
also acted as a global coordinator and book running lead manager for the initial public offering of our Equity
Shares, in November 2009. Further, our Company has a financing arrangement with Infrastructure Development
Finance Limited (IDFC), a parent company of IDFC Capital Limited, a GCBRLM to this Placement, in the
ordinary course of its business. For details of financing arrangement with IDFC, see Managements
Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements.

Lock-up

The Company will not, for a period of 90 days from the date of the Placement Document, directly or indirectly:
(a) issue, offer, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any Equity
Shares (including, without limitation, securities convertible into or exercisable or exchangeable for Equity
Shares) or file any registration statement under the U.S. Securities Act of 1933, as amended, with respect to any
of the foregoing; (b) enter into any swap or other agreement or any transaction that transfers, in whole or in part,
any of the economic consequences associated with the ownership of any of the Equity Shares (including,
without limitation, securities convertible into or exercisable or exchangeable for Equity Shares), regardless of

134
whether any of the transactions described above is to be settled by the delivery of Equity Shares or such other
securities, in cash or otherwise; (c) deposit Equity Shares (including, without limitation, securities convertible
into or exercisable or exchangeable for Equity Shares) with any depositary in connection with a depositary
receipt facility or enter into any transaction (including a transaction involving derivatives) having an economic
effect similar to that of a sale or deposit of Equity Shares or such other securities in any depositary receipt
facility; or (d) publicly announce any intention to enter into any transaction falling within (a) to (d) above;
provided that the foregoing restrictions do not apply to any sale, transfer or disposition of Equity Shares
(including, without limitation, securities convertible into or exercisable or exchangeable for Equity Shares)
pursuant to (A) the issuance of Equity Shares pursuant to the Placement; (B) Equity Shares issued pursuant to
exercise of options issued under the DEN ESOP; (C) issuance of Equity Shares to the GS Entities in the
aggregate amount of up to US$ 110 million; and (D) effected after obtaining prior written consent of the
GCBRLMs, such prior written consent not to be unreasonably withheld or delayed.

Promoter Lock-up

The Promoters and promoter group, during the period commencing on the date hereof and ending 90 days after
the date of allotment of Equity Shares pursuant to the Placement (the Lock-up Period) agrees not to, directly
or indirectly: (a) offer, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any Equity
Shares (including without limitation, securities convertible into or exercisable or exchangeable for Equity
Shares which may be deemed to be beneficially owned by the Promoters and promoter group) or file any
registration statement under the U.S. Securities Act, with respect to any of the foregoing; (b) enter into any swap
or other agreement or any transaction that transfers, in whole or in part, any of the economic consequences
associated with the ownership of any of the Equity Shares (including, without limitation, securities convertible
into or exercisable or exchangeable for Equity Shares which may be deemed to be beneficially owned by the
Promoters and promoter group), regardless of whether any of the transactions described above is to be settled by
the delivery of Equity Shares or such other securities, in cash or otherwise; (c) deposit Equity Shares (including,
without limitation, securities convertible into or exercisable or exchangeable for Equity Shares which may be
deemed to be beneficially owned by the Promoters and promoter group) with any depositary in connection with
a depositary receipt facility or enter into any transaction (including a transaction involving derivatives) having
an economic effect similar to that of a sale or deposit of Equity Shares or such other securities in any depositary
receipt facility; or (d) publicly announce any intention to enter into any transaction falling within (a) to (d)
above; provided that the foregoing restrictions do not apply to any sale, purchase, transfer or disposition of
Equity Shares (including, without limitation, securities convertible into or exercisable or exchangeable for
Equity Shares which may be deemed to be beneficially owned by the Promoters and promoter group) pursuant
to (A) acquisition in open market transactions, subject to compliance with applicable laws, including, without
limitation, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; (B) solely among the Promoters/ promoter group or their affiliates, provided that prior to any
such sale, transfer or disposition, the transferee shall agree to be bound by the restrictions set forth in the lock-up
agreement as if it were the transferor by executing and delivering a lock-up agreement to the BRLMs, to the
satisfaction of the GCBRLMs; (C) with prior written intimation to and consent of the GCBRLMs, such consent
not to be unreasonably withheld or delayed; and (D) to the extent such sale, transfer or disposition is required by
applicable law.

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 SELLING RESTRICTIONS

General

No action has been or will be taken in any jurisdiction by the Company or the BRLMs that would permit a
public offering of the Equity Shares or the possession, circulation or distribution of the Placement Document or
any other material relating to the Company or the Equity Shares in the Placement in any jurisdiction where
action for such purpose is required. Accordingly, the Equity Shares in the Placement may not be offered or sold,
directly or indirectly and neither the Placement Document nor any other offering material or advertisements in
connection with the Equity Shares issued pursuant to the Placement may be distributed or published, in or from
any country or jurisdiction except under circumstances that will result in compliance with any applicable rules
and regulations of any such country or jurisdiction and will not impose any obligations on the Company or the
BRLMs. The Placement will be made in compliance with the SEBI ICDR Regulations. Each subscriber of the
Equity Shares in the Placement will be required to make, or will be deemed to have made, as applicable, the
acknowledgments and agreements as described under the section titled Transfer Restrictions.

Australia. The Placement Document is not a disclosure document under Chapter 6D of the Corporations Act
2001 (the Australian Corporations Act), has not been lodged with the Australian Securities & Investments
Commission and does not purport to include the information required of a disclosure document under the
Australian Corporations Act. (i) The offer of Equity Shares under the Placement Document is only made to
persons to whom it is lawful to offer Equity Shares without disclosure to investors under Chapter 6D of the
Australian Corporations Act under one or more exemptions set out in Section 708 of the Australian
Corporations Act; (ii) the Placement Document is made available in Australia to persons as set forth in clause (i)
above; and (iii) by accepting this offer, the offeree represents that the offeree is such a person as set forth in
clause (ii) above and agrees not to sell or offer for sale within Australia any Equity Share sold to the offeree
within 12 months after their transfer to the offeree under the Placement Document.

European Economic Area (including Liechtenstein, Iceland and Norway). In relation to each Member State of
the European Economic Area which has implemented the Prospectus Directive (each a Relevant Member
State), an offer may not be made to the public in that Relevant Member State prior to the publication of a
prospectus in relation to the Equity Shares which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may,
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant
Member State (the Relevant Implementation Date), make an offer of Equity Shares to the public in that
Relevant Member State at any time:
to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;

to any legal entity which has two or more of (i) an average of at least 250 employees during the last
financial year, (ii) a total balance sheet of more than 50,000,000, as show in its last annual
consolidated accounts;

to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the BRLMs for any such offer; or

in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2)
of the Prospectus Directive.

provided that no such offer of Equity Shares shall result in a requirement for the publication by our Company or
the BRLMs of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision,
the expression an offer of Equity Shares to the public in relation to any of the Equity Shares in any Relevant
Member States means the communication in any form and by any means, of sufficient information on the terms
of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State.

Hong Kong. No Equity Shares have been offered or sold, and no Equity Shares may be offered or sold, in Hong
Kong by means of any document, other than to persons whose ordinary business is to buy or sell shares or

136
debentures, whether as principal agent; or to professional investors as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or in other circumstances which
do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong
Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32)
of Hong Kong. No document, invitation or advertisement relating to the Equity Shares has been issued or may
be issued, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Equity Shares
which are intended to be disposed of only to persons outside Hong Kong or only to professional investors as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that
Ordinance.

Japan. The offering of the Equity Shares has not been and will not be registered under the Financial Instruments
and Exchange Law of Japan, as amended (the Financial Instruments and Exchange Law). No Equity
Shares have been offered or sold, and will not be offered or sold, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan) or to others for reoffering or re-sale, directly or
indirectly in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the
registration requirements of the Financial Instruments and Exchange Law and otherwise in compliance with the
Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial ordinances
of Japan.

Kuwait. The Equity Shares have not been authorized or licensed for offering, marketing or sale in the State of
Kuwait. The distribution of the Placement Document and the offering and sale of the Equity Shares in the State
of Kuwait is restricted by law unless a license is obtained from the Kuwaiti Ministry of Commerce and Industry
in accordance with Law 31 of 1990.

Oman. The Placement Document and the Equity Shares to which it relates may not be advertised, marketed,
distributed or otherwise made available to any person in Oman without the prior consent of the Capital Market
Authority (CMA) and then only in accordance with any terms and conditions of such consent. In connection
with the offering of Equity Shares, no prospectus has been filed with the CMA. The offering and sale of Equity
Shares described in the Placement Document will not take place inside Oman. The Placement Document is
strictly private and confidential and is being issued to a limited number of sophisticated investors, and may
neither be reproduced, used for any other purpose, nor provided to any other person than the intended recipient
hereof.

Qatar. The Equity Shares have not been offered, sold or delivered, and will not be offered, sold or delivered at
any time, directly or indirectly, in the state of Qatar in a manner that would constitute a public offering. The
Placement Document has not been reviewed or registered with Qatari Government Authorities, whether under
Law No. 25 (2002) concerning investment funds, Central Bank resolution No. 15 (1997), as amended, or any
associated regulations. Therefore, the Placement Document is strictly private and confidential, and is being
issued to a limited number of sophisticated investors, and may not be reproduced or used for any other purposes,
nor provided to any person other than recipient thereof.

Saudi Arabia. The Placement Document may not be distributed in the Kingdom of Saudi Arabia except to such
persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of the
Placement Document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in
reliance upon, any part of the Placement Document. Prospective purchasers of the Equity Shares offered hereby
should conduct their own due diligence on the accuracy of the information relating to the Equity Shares. If you
do not understand the contents of the Placement Document, you should consult an authorized financial adviser.

Singapore. Each of the BRLMs has acknowledged that the Placement Document has not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, each of the BRLMs has represented and
agreed that it has not offered or sold any Equity Shares issued pursuant to the Placement or caused such Equity
Shares to be made the subject of an invitation for subscription or purchase and will not offer or sell such Equity
Shares issued pursuant to the Placement or cause such Equity Shares to be made the subject of an invitation for
subscription or purchase, and have not circulated or distributed, nor will they circulate or distribute, the
Placement Document or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of such Equity Shares issued pursuant to the Placement, whether directly or indirectly,

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to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person pursuant to Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 by a relevant person which is:
(a) a corporation (which is not an accredited investor) (as defined in Section 4A of the SFA) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation to the beneficiaries rights and interest
(howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust
has acquired the Equity Shares pursuant to an offer made under Section 275 except:

i. to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section
275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;

ii. where no consideration is or will be given for the transfer;

iii. where the transfer is by operation of law; or

iv. as specified in Section 276(7) of the SFA.

United Arab Emirates. The Placement Document is not intended to constitute an offer, sale or delivery of shares
or other securities under the laws of the United Arab Emirates (the UAE). The Equity Shares have not been
and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and
Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank,
the Dubai Financial Market, the Abu Dhabi Securities market or with any other UAE exchange. The Placement,
the Equity Shares and interests therein do not constitute a public offer of securities in the UAE in accordance
with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. The Placement
Document is strictly private and confidential and is being distributed to a limited number of investors and must
not be provided to any person other than the original recipient, and may not be reproduced or used for any other
purpose. The interests in the Equity Shares may not be offered or sold directly or indirectly to the public in the
UAE.

By receiving this Placement Document, the person or entity to whom the Placement Document has been issued
understands, acknowledges and agrees that the Equity Shares have not been and will not be offered, sold or
publicly promoted or advertised in the Dubai International Financial Centre other than in compliance with laws
applicable in the Dubai International Financial Centre, governing the issue, offering or sale of securities. The
Dubai Financial Services Authority has not approved this Placement Document nor taken steps to verify the
information set out in it, and has no responsibility for it.

United Kingdom. Each of the BRLMs has represented and agreed that it:

i. is a person who is a qualified investor within the meaning of Section 86(7) of the Financial Services
and Markets Act 2000 (the FSMA), being an investor whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its
business;

ii. has not offered or sold and will not offer or sell the Equity Shares other than to persons who are
qualified investors within the meaning of Section 86(7) of the FSMA or who it reasonably expects will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their
businesses where the issue of the Equity Shares would otherwise constitute a contravention of Section
19 of the FSMA by us;

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United States of America. The Equity Shares have not been and will not be registered under the U.S. Securities
Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act. The Equity Shares are being
offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional buyers
(as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(2) under the U.S. Securities Act;
and (b) outside the United States in offshore transactions in reliance on Regulation S of the U.S. Securities Act.

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 TRANSFER RESTRICTIONS

Purchasers are not permitted to sell the Equity Shares Allotted pursuant to the Placement for a period of one
year from the date of Allotment, except on the Stock Exchanges. Due to the following restrictions, investors are
advised to consult legal counsel prior to making any resale, pledge or transfer of the Equity Shares.

United States Transfer Restrictions

The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be offered
or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws.

Each purchaser of the Equity Shares outside the United States pursuant to Regulation S will be deemed to have
represented and agreed that it has received a copy of this Placement Document and such other information as it
deems necessary to make an informed investment decision and that:

1. the purchaser acknowledges that the Equity Shares have not been and will not be registered under the
U.S. Securities Act, or with any securities regulatory authority of any state of the United States, and
are subject to restrictions on transfer;

2. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares, was located outside the United States at the time the buy order for the Equity Shares was
originated and continues to be located outside the United States and has not purchased the Equity
Shares for the account or benefit of any person in the United States or entered into any arrangement for
the transfer of the Equity Shares or any economic interest therein to any person in the United States;

3. the purchaser is not an affiliate of our Company or a person acting on behalf of such affiliate; and it is
not in the business of buying and selling securities or, if it is in such business, it did not acquire the
Equity Shares from our Company or an affiliate thereof in the initial distribution of the Equity Shares;

4. the purchaser is aware of the restrictions on the offer and sale of the Equity Shares pursuant to
Regulation S described in this Placement Document;

5. the Equity Shares have not been offered to it by means of any directed selling efforts as defined in
Regulation S under the U.S. Securities Act; and

6. the purchaser acknowledges that our Company, the BRLMs and their affiliates, and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and
agrees that, if any of such acknowledgements, representations and agreements deemed to have been
made by virtue of its purchase of the Equity Shares are no longer accurate, it will promptly notify our
Company, and if it is acquiring any of the Equity Shares as a fiduciary or agent for one or more
accounts, it represents that it has sole investment discretion with respect to each such account and that
it has full power to make the foregoing acknowledgements, representations and agreements on behalf
of such account.

Each purchaser of the Equity Shares within the United States purchasing pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act will be deemed to have
represented and agreed that it has received a copy of this Placement Document and such other information as it
deems necessary to make an informed investment decision and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares in compliance with all
applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares have not been and will not be registered under the
U.S. Securities Act or with any securities regulatory authority of any state of the United States and are
subject to significant restrictions on transfer;

3. the purchaser is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act),
is aware that the sale to it is being made in a transaction not subject to the registration requirements of

140
 the U.S. Securities Act and is acquiring such Equity Shares for its own account or for the account of a
qualified institutional buyer;

4. the purchaser is aware that the Equity Shares are being offered in the United States in a transaction not
involving any public offering in the United States within the meaning of the U.S. Securities Act;

5. if in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares,
or any economic interest therein, such Equity Shares or any economic interest therein may be offered,
sold, pledged or otherwise transferred only to a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, in accordance with Regulation S under the U.S. Securities Act or in
accordance with Rule 144 under the U.S. Securities Act (if available), in each case in accordance with
any applicable securities laws of any state of the United States or any other jurisdiction;

6. the Equity Shares are restricted securities within the meaning of Rule 144(a)(3) under the U.S.
Securities Act and no representation is made as to the availability of the exemption provided by Rule
144 for re-sales of any Equity Shares;

7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary
receipt facility, so long as such Equity Shares are restricted securities within the meaning of Rule
144(a)(3) under the U.S. Securities Act;

8. our Company shall not recognize any offer, sale, pledge or other transfer of the Equity Shares made
other than in compliance with the above-stated restrictions; and

the purchaser acknowledges that our Company, the BRLMs and their affiliates, and others will rely upon the
truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any
of such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase
of the Equity Shares are no longer accurate, it will promptly notify our Company, and if it is acquiring any of
the Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.

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 THE SECURITIES MARKET OF INDIA

The information in this section has been extracted from publicly available documents from various sources,
including officially prepared materials from SEBI, NSE and BSE, and has not been prepared or independently
verified by our Company or the BRLMs or any of their respective affiliates or advisors.

Stock Exchange Regulation in India

The Securities and Exchange Board of India Act 1992, as amended (SEBI Act), provides for the
establishment of SEBI to protect the interests of investors in securities and to promote the development of, and
to regulate, the securities market and for matters connected therewith or incidental thereto. The SEBI Act
empowers SEBI, among other things, to regulate the Indian securities market, including stock exchanges and
other intermediaries in the capital markets, to promote and monitor self-regulatory organizations, to prohibit
fraudulent and unfair trade practices and insider trading, to regulate substantial acquisitions of shares and
takeovers of companies, to call for information, to undertake inspections and to conduct inquiries and audits of
stock exchanges, self regulatory organizations, intermediaries and other persons associated with the securities
market.

SEBI has also issued rules and regulations concerning minimum disclosure requirements for public companies,
and rules and regulations concerning investor protection, insider trading, substantial acquisition of shares and
takeovers of companies, buy-backs of securities, delisting of securities, employees stock option plans, stock
brokers, merchant bankers, underwriters, mutual funds, foreign institutional investors, credit rating agencies and
other capital market participants.

The Indian Stock Exchanges are regulated primarily by SEBI, as well as by the GoI acting through the Ministry
of Finance, Capital Market Division, under the Securities Contracts (Regulation) Act, 1956 as amended
(SCRA), and the Securities Contracts (Regulation) Rules, 1957 as amended (SCRR). On June 20, 2012,
SEBI notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2012 (SCR (SECC) Regulations). The SCRA, SCR (SECC) Regulations and the SCRR, along with the rules,
by-laws and regulations of the respective stock exchanges, regulate the recognition of stock exchanges, the
qualifications for membership thereof and the manner in which contracts are entered into, settled and enforced
between members of recognized stock exchanges.

Listing of Securities on Indian Stock Exchanges

The listing of securities on a recognized Indian stock exchange is regulated by the Companies Act, the SCRA,
SCRR, SEBI Act, the regulations issued by SEBI and the listing agreements of the respective stock exchanges.

Under the SCRR, the governing body of each stock exchange is empowered to suspend or withdraw admission
to dealing in listed securities for breach or non-compliance by a listed company of its obligations under the
respective listing agreement of such stock exchange, subject to such company receiving prior notice of such
intent of the stock exchange and upon being granted an opportunity to show cause against such suspension or
withdrawal of admission.

In the event suspension of a companys securities continues for a period in excess of three months, the company
may appeal to the Securities Appellate Tribunal (SAT) established under the SEBI Act, to set aside such
suspension. The SAT has the power to veto stock exchange decisions in this regard. SEBI also has the power to
amend the listing agreements and the by-laws of the stock exchanges in India.

Minimum Public Shareholding Requirements for Indian Listed Companies

The listing agreement requires that all listed companies ensure a minimum level of public shareholding in terms
of the SCRR for the purpose of continuous listing.

The SCRR were amended by notifications issued by the Ministry of Finance, Government of India, dated June 4,
2010 and August 9, 2010, to provide for a mandatory public shareholding of at least 25% for all listed
companies (or 10% in the case of public sector companies). Listed entities with public shareholding of less than
the prescribed percentage as of June 4, 2010 are required to increase their public shareholding to the prescribed
level within three years. If the public shareholding in a listed company falls below 25% at any time after June 4,

142
2010, such company is required to increase the public shareholding to 25% within a maximum period of 12
months from the date of such fall in the manner specified by SEBI.

As of March 31, 2013, public shareholding in our Company was 46.76 %.

Corporate Governance Requirements for Indian Listed Companies

The listing agreement stipulates that where the chairman of the board of directors of a company is a non-
executive director, at least one-third of the board of directors should comprise independent directors and in the
event he is an executive director, at least one-half of the board of directors should comprise independent
directors. The listing agreement also states that if a non-executive chairman of a listed company is a promoter or
is related to promoters of the company or persons occupying management positions at the board of directors
level or at one level below the board of directors, at least one-half of the board of directors of the company
should consist of independent directors. The listing agreement also regulates the composition of committees of
the board of directors of a listed company, including the audit committee and shareholders/investors grievance
committee.

The Lok Sabha (Lower House of Parliament of India) has passed the Companies Bill, 2012 and the Government
of India is in the process of introducing the Companies Bill, 2012 in Rajya Sabha (Upper House of Parliament
of India) which will replace the extant Companies Act. Some of the salient features of Companies Bill, 2012
includes concept of One Person Company, financial year of any company to end only on March 31 (except
few exceptions), compulsory rotation of individual auditors in every five years and of audit firm every 10 years,
maintenance of electronic books of accounts, records, registers, minutes, etc., provisions related to corporate
social responsibility and constitution of National Company Law Tribunal and National Company Law Appellate
Tribunal.

Further, SEBI has introduced a SEBI Complaints Redress System for the redressal of investor grievances
against Indian listed companies and companies are required to take action within seven days of receipt of the
complaint to redress the complaint within 30 days.

Controls on Price Volatility in Listed Stock

To restrict abnormal price volatility in any particular stock, SEBI has instructed the stock exchanges in India to
apply daily circuit breakers, which do not allow transactions beyond a certain level of price volatility. The
index-based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the
index movement, at 10%, 15% and 20%. The market-wide circuit breakers are triggered by movement of either
the SENSEX of the BSE, or S&P CNX NIFTY of the NSE, whichever is breached earlier. These circuit
breakers, when triggered, bring about a coordinated trading halt in all equity and equity derivative markets
nationwide. In addition to market-wide index-based circuit breakers, there are varying individual scrip-wise
price bands. However, no price bands are applicable on scrips on which derivative products are available or
scrips included in indices on which derivative products are available. The stock exchanges in India can also
exercise the power to suspend trading during periods of market volatility. Margin requirements imposed by
stock exchanges are required to be paid by the stockbrokers.

SEBI by its circular dated December 13, 2012 has introduced certain pre-trade risk controls for all categories of
orders placed on stocks, exchange traded funds, index futures and stock futures.

Disclosures under the Companies Act and Securities Regulations

Public limited companies are required under the Companies Act and various regulations framed by SEBI to
prepare, file with the Registrar of Companies and circulate to their shareholders, audited annual accounts which
comply with the requirements under the Companies Act and listing agreements, with respect to the manner of
presentation and includes sections pertaining to corporate governance, related party transactions and
managements discussion and analysis. In addition, a listed company is also subject to continuing disclosure
requirements pursuant to the terms of the listing agreement with the relevant stock exchange.

Delisting of Securities

The provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
(Delisting Regulations), and the SCRR govern voluntary and compulsory delisting of equity shares of listed

143
Indian companies from any recognized stock exchange. A company may be delisted through a voluntary
delisting sought by the promoters of the said company or a compulsory delisting by the stock exchange on
grounds provided in the SCRA. A company is not permitted to delist while it has outstanding convertible
securities.

The exit opportunity, where required to be provided, is to be provided at an exit price to be determined in
accordance with the book-built method prescribed under the Delisting Regulations, subject to a minimum price
to be determined in accordance with a formula specified in the Delisting Regulations. The procedure for
compulsory delisting requires appointment of an independent valuer by the stock exchange to determine the fair
value of the equity shares proposed to be delisted.

A company is not permitted to list the equity shares that have been voluntarily delisted for a period of five years
from the delisting. In respect of equity shares that have been compulsorily delisted, a company is not permitted
to list the equity shares for a period of ten years from the delisting.

Indian Stock Exchanges

There are currently 21 recognized stock exchanges in India, most of which have their governing board for self-
regulation. The BSE and the NSE together hold prominent positions among the Indian stock exchanges, in terms
of the number of listed companies, market capitalization and trading activity.

Stock exchanges in India operate on a trading day plus two, or T+2, rolling settlement system. At the end of the
T+2 period, obligations are settled with buyers of securities paying for and receiving securities, while sellers
transfer and receive payment for securities. For example, trades executed on a Monday would typically be
settled on a Wednesday. SEBI proposes to subsequently move to a T+1 settlement system. In order to contain
the risk arising out of the transactions entered into by the members of various stock exchanges either on their
own account or on behalf of their clients, the stock exchanges have designed risk management procedures,
which include compulsory prescribed margins on individual broker members, based on their outstanding
exposure in the market, as well as stock-specific margins from members.

The BSE

Established in 1875, BSE was the first stock exchange in India to obtain permanent recognition in 1957 from the
Government of India under the SCRA.

Two indices are generally used in tracking the aggregate price movements on the BSE. The BSE Sensitive Index,
or SENSEX, contains listed shares of 30 large companies, selected on the basis of market capitalization,
liquidity and industry representation.

As of March 28, 2013 there were 2,981 companies trading on BSE and the market capitalization of stocks
trading on BSE was over USD 1.2 trillion. The average daily equity turnover on BSE as of March 28, 2013 was
` 12 billion (average for the month of March 2013).

The NSE

NSE was established by financial institutions and banks to provide nationwide online satellite-linked, screen-
based trading facilities to market makers, to provide electronic clearing and settlement for securities including
government securities, debentures, public sector bonds and units. NSE offers a fully automated screen based
trading system known as the National Exchange for automated trading.

After recognition as a stock exchange under the SCRA in April 1993, NSE commenced operations in the
wholesale debt market segment in June 1994 and in the derivatives segment in June 2000. NSE also has a retail
debt trading segment. NSE launched the NSE 50 Index, now known as S&P CNX NIFTY, in April 1996, and
the Mid-cap index in January 1996.

As of March 28, 2013, there were 1,579 companies trading on the NSE and the market capitalization of stocks
trading on the NSE was over USD 1.1 trillion. The average daily turnover on the NSE as of March 28, 2013 was
` 112 billion (average for the month of March 2013).

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Trading Hours

Trading on both the NSE and the BSE occurs from Monday through Friday. Normal working hours on both
NSE and BSE are between 9:00 a.m. and 3:30 p.m. The BSE and the NSE are closed on public holidays in India.

Internet-Based Securities Trading and Services

SEBI approved internet trading in January 2000. Internet trading takes place through order routing systems,
which route client orders to exchange trading systems for execution. This permits clients throughout the country
to trade using brokers' internet trading systems. Stockbrokers interested in providing this service are required to
apply for permission to the relevant stock exchange and to comply with certain minimum conditions stipulated
by SEBI.

Takeover Code

On September 23, 2011, SEBI issued the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 (Takeover Code), replacing, in entirety, the erstwhile SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997. The Takeover Code came into force on October 22, 2011. The Takeover Code
specifies disclosure and mandatory open offer requirements in relation to substantial acquisition of shares and
takeover of Indian listed companies. Under the Takeover Code, the trigger for a mandatory open offer is at
acquisition of 25% of the equity shares / voting rights in a target company, and the minimum size of an open
offer is 26%.

Insider Trading Regulations

The SEBI Insider Trading Regulations prohibit and penalize insider trading in the securities of an Indian listed
company. The SEBI Insider Trading Regulations also provide disclosure obligations for significant
shareholders, directors and officers. The definition of insider includes any person who has received or has had
access to unpublished price sensitive information of the company.

Depositories

The Depositories Act provides a legal framework for the establishment of depositories to record ownership
details and effect transfers in book-entry form. The Securities and Exchange Board of India (Depositories and
Participant) Regulations, 1996, provide for the formation and registration of depositories, the registration as well
as rights and obligations of depositories, depository participants, companies and beneficial owners. The National
Securities Depository Limited and the Central Depository Services Limited provide electronic depositary
facilities for the trading of equity and debt securities in India.

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 DESCRIPTION OF THE EQUITY SHARES

Set forth below is certain information relating to the Equity Shares, including a brief summary of certain
provisions of our Companys Memorandum and Articles of Association and the Companies Act and certain
related legislations of India, all as currently in effect.

General

The authorized share capital of our Company as of March 31, 2013 was ` 2,000 million, divided into
200,000,000 Equity Shares of ` 10 each.

Division of Shares
The Companies Act provides that a company may sub-divide its share capital if so authorised by its Articles of
Association, by an ordinary resolution passed in its general meeting.

The Articles of Association allow the Company in its general meeting to alter the conditions of its Memorandum
of Association and sub-divide its shares or any of them into shares of smaller amounts than originally fixed by
the Memorandum of Association subject to the provisions of the Companies Act and the Articles of Association
of Company.

Dividends
Under the Companies Act, the board of directors first recommends the payment of a dividend which is then
declared by Shareholders in a general meeting. However, the board of directors is not obligated to recommend a
dividend. Under the Articles of Association of the Company and the Companies Act, the Shareholders may, at
the annual general meeting, declare a dividend for an amount less than that recommended by the board of
directors, but they cannot increase the amount of the dividend.

In India, listed companies are required to declare their dividends on per share basis only. The dividend
recommended by the directors, if any, and subject to the limitations described above, is required to be
distributed and paid to Shareholders, as on the record date that such dividend is payable, within 30 days of the
approval by the Shareholders at the Companys annual general meeting. Any dividend so declared is required to
be deposited in a separate bank account within a period of 5 days from the date of declaration of such dividend.
The amount deposited shall be used for payment of dividends only. Pursuant to the Articles of Association of
the Company, the directors have discretion to declare and pay interim dividends without Shareholder approval.
Under the Companies Act, dividends can only be paid in cash to the registered Shareholder on a record date
fixed on or prior to the annual general meeting. The dividend may be paid through cheque or warrant sent
through the post to the registered address of the Shareholder, or to his order or his bankers, or in case of joint
Shareholders, to that one of them first named in the register of members. No Shareholder is entitled to a
dividend while any lien in respect of unpaid calls on any of such Shareholders shares is outstanding.

The Companies Act provides that any dividends that remain unpaid or unclaimed after the 30 day period
referred to above must be transferred to a special bank account within seven days. The Company is required to
transfer any dividends that remain unclaimed for seven years from the date of transfer to the special bank
account to a fund created by the Indian Government. The proceeds of this fund are utilised to promote investor
awareness and protection of investors interests. Following such transfer, such unclaimed dividends cannot be
claimed. No claim shall lie against such fund or the Company in respect of the amounts transferred to such fund.
Under the Companies Act, dividends may be paid out of the profits of a company in the year in which the
dividend is declared or out of the undistributed profits of previous fiscal. Before declaring a dividend greater
than 10% of the paid up capital, the Company is required under the Companies Act to transfer to its reserves a
minimum percentage of its profits for that year, ranging from 2.5% to 10% depending upon the dividend
percentage to be declared in such year. The Companies Act further provides that, in the event of an inadequacy
or absence of profits in any year, a dividend may be declared for such year out of the Companys accumulated
profits or reserves, subject to the following conditions: (i) the rate of dividend to be declared may not exceed
10% of the Companys paid up capital or the average of the rate at which dividends were declared by the
Company in the immediately preceding five years, whichever is less; (ii) the total amount to be drawn from the
accumulated profits earned in the previous years and transferred to the reserves may not exceed an amount
equivalent to 10%. of its paid up capital and free reserves, and the amount so drawn is required to be used first
to set off the losses incurred in the fiscal before any dividends in respect of preference or equity shares are
declared; and (iii) the balance of reserves after withdrawals shall not fall below 15% of its paid up capital.

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Bonus Shares
In addition to permitting dividends to be paid out of current or retained earnings as described above, the
Companies Act permits the Company to distribute an amount transferred in the general reserve or surplus in its
profit and loss account to its Shareholders in the form of bonus shares, which are similar to a stock dividend.
The Companies Act also permits the issue of fully paid up bonus shares from a share premium account. Bonus
shares are distributed to Shareholders in the proportion of the number of shares owned by them as recommended
by the board of directors. The Shareholders on record on a fixed record date are entitled to receive such bonus
shares. Any issue of bonus shares is subject to guidelines issued by the SEBI.

The SEBI ICDR Regulations prescribe that no company shall, pending conversion of convertible securities,
issue any shares by way of bonus unless a similar benefit is extended to the holders of such convertible
securities, through reservation of shares in proportion to such conversion. The bonus issue shall be made out of
free reserves built out of the genuine profits of share premium collected in cash only. The bonus issue cannot be
made unless partly paid-up shares, if any, are made fully paid-up. Further, for the issuance of such bonus shares
a company should not have defaulted in the payment of interest or principal in respect of fixed deposits and
interest on existing debentures or principal on redemption of such debentures. The declaration of bonus shares in
lieu of a dividend cannot be made. Further, a company should have sufficient reason to believe that it has not
defaulted in respect of the payment of statutory dues of the employees such as contribution to a provident fund,
gratuity, bonus etc.

As per the Articles of Association, the Company in any general meeting may resolve that the undivided profits
or reserves of the Company may be capitalized for making bonus issues. In accordance with the SEBI ICDR
Regulations, such bonus issue is required to be implemented within two months from the date of the meeting of
the board of directors wherein the decision to announce bonus issue was taken subject to Shareholders
approval.

Consolidation and Subdivision of shares

The Companies Act and the Articles of Association of the Company permit the Company to split or
combine/consolidate the par value of the Companys shares, provided such split or combination/consolidate is
not made in fractions. Shareholders on record on a fixed record date are entitled to receive a split or
combination.

Pre-emptive Rights and Issue of Additional Shares

The Companies Act and the Articles of the Company gives Shareholders the pre-emptive right to subscribe for
new shares in proportion to their respective existing shareholdings unless the shareholders elect otherwise by a
special resolution. A special resolution is a resolution which is approved by three-fourths of the shareholders of
the Company. If the special resolution is not approved, the new shares must first be offered to the existing
Shareholders as of a fixed record date.

The offer must include: (a) the right, exercisable by the shareholders of record, to renounce the shares offered in
favour of any person; and (b) the number of shares offered and the period of the offer, which may not be less
than 15 days from the date of offer. If the offer is not accepted it is deemed to have been declined.

The Board is authorised to distribute any new shares not purchased by the pre-emptive rights holders in the
manner that it deems most beneficial to the Company.

General Meetings of Shareholders

There are two types of general meetings of Shareholders: (i) annual general meetings, and (ii) extraordinary
general meetings. The Company is required to convene an annual general meeting within six months after the
end of each financial year, and with an intervening period of no more than fifteen months between two annual
general meetings. The Company may also, in accordance with its Articles of Association, convene an
extraordinary general meeting of Shareholders when necessary or at the request of a Shareholder or
Shareholders holding on the date of the request at least 10% of the paid up capital of the Company carrying
voting rights. Written notice setting out the agenda of the meeting must be given, at least 21 clear days
(excluding the days of mailing and receipt, and such service shall be deemed to have been effected on the expiry
of 48 hours after the same is posted) prior to the date of the general meeting to the Shareholders of record. A
general meeting may be called after providing a shorter notice if consent is received from all Shareholders
entitled to vote, in the case of an annual general meeting, and in case of any other meeting, from Shareholders
holding not less than 95% of such part of the paid up capital of the Company as gives a right to vote in the

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meeting. Shareholders who are registered as such on the date of the general meeting are entitled to attend and
vote at such meeting.

The annual general meeting of the Shareholders is held at the registered office of the Company or at such other
place within the city or town where the registered office of the Company is situated. Meetings other than annual
general meeting may be held at any other place if so determined by the board of directors. The Companys
registered office is located at 236, Okhla Industrial Estate Phase II, New Delhi 100 020, India.

Quorum
The Articles of Association of the Company provide that a quorum of a general meeting is at least five
Shareholders entitled to vote and present in person.

Voting Rights
At any general meeting, voting is by show of hands unless a poll is demanded by a Shareholder or Shareholders
present in person or by proxy holding at least 10% of the total shares entitled to vote on the resolution or on
which an aggregate sum of not less than ` 50,000 is paid up. Upon a show of hands, each Shareholder entitled to
vote and present in person has one vote and, on a poll, every Shareholder entitled to vote and present in person
or by proxy has voting rights in proportion to the paid up capital held by such Shareholder.

Ordinary resolutions are adopted at general meetings of Shareholders by a simple majority of the Shareholders
having voting rights present in person or by proxy. However certain resolutions, such as commencement of a
new line of business, waiver of pre-emptive rights, issue of further shares to persons other than existing
Shareholders and reduction of share capital, require that votes cast in favour of the resolution, whether by show
of hands or poll, are not less than three times the number of votes, if any, cast against the resolution by members
so entitled and voting. Under the provisions of Section 42 of the Companies Act, subsidiaries are not permitted
to be members of the holding company. Even if any subsidiary holds shares in its holding company prior to it
becoming a subsidiary, the shares held by the subsidiary will not have any voting rights.

Any Shareholder may appoint a proxy. A Shareholder may, by a single power of attorney, grant a general power
of representation regarding several general meetings of Shareholders. The instrument appointing a proxy must
be delivered to the Company at its registered office at least 48 hours prior to the meeting. A proxy may not vote
except on a poll and does not have the right to speak at meetings. A corporate Shareholder is also entitled to
appoint an authorised representative to attend and vote (both upon a show of hands and upon a poll) on its
behalf at general meetings.

Shares with Differential Voting Rights

The Companies Act permits a company to issue shares with differential rights as to dividend, voting or
otherwise subject to certain conditions. For a company to issue shares with differential voting rights it should
have distributable profits (as specified under the Companies Act) for a period of three financial years preceding
the year in which it was decided to issue shares; it should not have defaulted in filing annual accounts and
annual returns for the three financial years immediately preceding the financial year in which it was decided to
issue such shares; it has not failed to repay its deposits or interest thereon on due date or redeem its debentures
on due date or pay dividend; the company has not been convicted of any offence arising under the SEBI, the
Securities Contracts Act, the Foreign Exchange Management Act, 1999; it has not defaulted in meeting
investors grievances; it has obtained the approval of share holders; and the articles of association of the
company authorises the issue of shares with differential voting rights.

The Articles of Association of the Company do not authorise the Company to issue any shares (not being
preference shares) which carry voting rights or rights in the Company as to dividend, capital or otherwise which
are disproportionate to the rights attached to the holders of other shares (not being preference shares). However,
in the event it is permitted by law to issue shares without voting rights attached to them, the directors may issue
such shares upon such terms and conditions and with such rights and privileges annexed thereto as thought fit
and as may be permitted by law.

Register of Shareholders and Record Dates

The Company maintains a register of Shareholders and all transfers of shares should be notified to the
Company. The register and index of beneficial owners maintained by a depository under the Depositories Act,
1996 (the Depositary Act) is deemed to be an index of members and register and index of debenture holders.
The Company recognises as Shareholders only those persons who appear on register of Shareholders of the

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Company and do not recognise any person holding any share or part of it upon any trust, express, implied or
constructive, except as permitted by law. In the case of shares held in physical form, the Company registers
transfer of shares on the register of Shareholders upon lodgement of the share transfer form duly complete in all
respects accompanied by a share certificate or if there is no certificate, the letter of allotment in respect of shares
to be transferred together with duly stamped transfer forms. In respect of electronic transfers, the depository
transfers shares by entering the name of the purchaser in its books as the beneficial owner of the shares. The
Company then enters the name of the depository in its records as the registered owner of the shares. The
beneficial owner is entitled to all the rights and benefits as well as the liabilities with respect to the shares that
are held by the depository.

For the purpose of determining the Shareholders entitled to annual dividends, the register is closed for a
specified period prior to the annual general meeting. The date on which this period begins is the record date.

To determine which Shareholders are entitled to specified Shareholder rights, the Company may close the
register of Shareholders. The Companies Act requires the Company to give at least seven days prior notice to
the public and to the stock exchange(s) where the securities of the Company are listed before such closure. The
Company may not close the register of Shareholders for more than 30 consecutive days and in no event for more
than 45 days in a year. Under the listing agreements of the Indian Stock Exchanges, the Company may, upon at
least 7 working days advance notice to the Indian Stock Exchanges set a record date and/or close the register of
Shareholders in order to ascertain the identity of Shareholders. Trading of the Companys shares on the Indian
Stock Exchanges, however, may continue while the register of Shareholders is closed.

Postal Ballot
Under the provisions of the Companies Act, certain resolutions are to be voted on only by a postal ballot, inter
alia:
amendments of the memorandum of association to alter the objects of the company;
the issuance of shares with deferential rights;
the sale of the whole or substantially the whole of an undertaking of the company;
providing loans, extending guarantees, providing security in excess of the limits;
varying the rights of the holders of any class of shares or debentures; and
the buy-back of shares.

It is provided that a listed public company may obtain any resolution passed by means of a postal ballot, instead
of transacting the business in general meeting of the company. The resolution passed by means of postal ballot
shall be deemed to have been duly passed at a general meeting physically convened. The Central Government
has framed rules with respect to the voting by postal ballot of listed companies.

Convertible Securities/Warrants
The Company may issue from time to time debt instruments that are partly and fully convertible into shares
and/or warrants to purchase shares subject to the provisions of the SEBI ICDR Regulations. The SEBI ICDR
Regulations also regulate the conversion pricing of such convertible instrument issued on a preferential basis
and also the tenure of such convertible instruments.

Audit and Annual Report

A companys audited financial statements, the directors report and the auditors report must be approved at the
annual general meeting. These documents also include certain other financial information, a report on corporate
governance and a section on managements discussion and analysis. These documents need to be made available
for inspection at the companys registered office during normal working hours for 21 days prior to the annual
general meeting.

Under the Companies Act, the Company is required to send a copy of every profit and loss account and balance
sheet (including the auditors report and every other document required by law to be annexed or attached to the
balance sheet) to the Shareholders, to every trustee, to the holders of any debentures issued by the Company and
all other persons, at least 21 clear days before the meeting at which the same are to be laid before the
Shareholders.

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Additionally, the Company is required to file three copies of the balance sheet and the annual profit and loss
account presented to the Shareholders within 30 days of the conclusion of the annual general meeting with the
RoC. The Company is required to file an annual return, which includes a list of the Shareholders, and other
information within 60 days of the conclusion of its annual general meeting. Copies of annual reports are also
required to be sent to the stock exchanges where the Companys shares are listed.

Under its listing agreements with such stock exchanges, the Company must furnish to the exchanges quarterly
and year to date unaudited results within one month of the end of each accounting quarter, which are subjected
to limited review by the statutory auditors of the Company. In case the Company opts to submit un-audited
financial results for the last quarter, it is also required to submit audited financial results for the entire financial
year, as soon as they are approved by the board of directors. Such un-audited financial results for the last quarter
shall also be subjected to limited review by the statutory auditors of the Company and a copy of the limited
review report shall be furnished to the stock exchange within two months from end of the quarter. The Company
is required to publish, within 48 hours of the conclusion of the board or committee meeting at which the
financial results were approved, its financial results in at least one English language daily newspaper circulating
in the whole or substantially the whole of India and also in one daily newspaper published in the language of the
region where the registered office of the Company is situated.

Transfer of Shares
Shares held through depositories are transferred in electronic form in accordance with regulations specified by
SEBI. These regulations provide the regime for the functioning of the depositories and the participants and set
forth the manner in which the records are to be kept and maintained and the safeguards to be following in this
system. Transfers of beneficial ownerships of shares held through a depository are exempt from stamp duty. The
Company has entered into an agreement for such depository services with National Securities Depository
Limited and Central Depository Services India Limited.

The Companies Act provides that the shares or debentures of a publicly listed company (such as the Company)
are freely transferable.

Under Section 111A(3) of the Companies Act, if a transfer of shares contravenes any of the provisions of the
SEBI Act or the regulations issued thereunder or the Sick Industrial Companies (Special Provisions) Act, 1985
(SICA) or any other Indian law, the National Company Law Tribunal (the Tribunal) may, on an
application made by the Company, a depositary incorporated in India, an investor, or SEBI or other parties
within two months from the date of transfer, after such inquiry as it thinks fit, direct the rectification of the
register of members. If a company without sufficient cause refused to register a transfer of shares within two
months from the date of which the instrument of transfer is delivered to the company, the transferee may appeal
to the Tribunal seeking to register the transfer of shares. The Tribunal may also, in its discretion, issue an
interim order suspending the voting rights attached to the relevant shares before making or completing its
investigation into the alleged contravention. Pending resolution of an application with the Tribunal, the rights of
a Shareholder to transfer the shares are not suspended unless there is an order of the Tribunal to that effect.

Under the terms of the listing agreements with the Indian Stock Exchanges, in the event the Company has not
effected the transfer of shares within one month or where the Company has failed to communicate to the
transferee any valid objection to the transfer within the stipulated time period of one month, the Company is
required to compensate the aggrieved party for the opportunity losses caused during the period of delay.

Acquisition by the Company of its own shares

A company is prohibited from acquiring its own shares unless the consequent reduction of capital is effected by
an approval of at least 75% of its Shareholders, voting on it in accordance with the Companies Act and
sanctioned by the High Court of competent jurisdiction. Subject to certain conditions, a company is prohibited
from giving, whether directly or indirectly and whether by means of loan, guarantee, provision of security or
otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or
to be made by any person for any shares in the company or its holding company. However, pursuant to certain
amendments to the Companies Act, a company has been empowered to purchase its own shares or other
specified securities out of its free reserves, the securities premium account, the proceeds of any shares or other
specified securities (other than the kind of shares or other specified securities proposed to be bought back)
subject to certain conditions, including:
the buy-back should be authorised by the Articles of Association of the company;
a special resolution has been passed by postal ballot authorising the buy-back;

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 the buy-back is limited to 25% of the total paid-up capital and free reserves. Further, the buy-back of
equity shares in any financial year shall not exceed 25% of the total paid-up equity capital in the
financial year;
all the shares or other specified securities for buy-back are fully paid-up;
the debt owed by the company is not more than twice the capital and free reserves after such buy-back;
and
the buy-back is in accordance with the Securities and Exchange Board of India (Buy-Back of
Securities) Regulations 1998.

The second condition mentioned above would not be applicable if the buy-back is for less than 10% of the total
paid-up equity capital and free reserves of the company and provided that such buy-back has been authorised by
the companys board. A company buying back its securities is required to extinguish and physically destroy the
securities so bought back within seven days of the last date of completion of the buy-back. Further, a company
buying back its securities is not permitted to buy back any securities for a period of one year from the buy-back
or to issue securities for six months.

A company is also prohibited from purchasing its own shares or specified securities through any subsidiary
company including its own subsidiary companies or through any investment company. Further a company is
prohibited from purchasing its own shares or specified securities, if the company is in default in the repayment
of deposit or interest, redemption of debentures or preference shares, in payment of dividend to a Shareholder,
in repayment of any term loan or interest payable thereon to any financial institution or bank or in the event of
non-compliance with certain other provisions of the Companies Act.

Liquidation Rights
Subject to the rights of creditors, employees and the holders of any shares entitled by their terms to preferential
repayment over the shares, if any, in the event of the Company winding-up, Shareholders are entitled to be
repaid the amounts of capital paid up or credited as paid up on those shares.

In case assets available are insufficient to repay the whole of the paid up capital, the assets shall be so
distributed such that as nearly as may be, the losses shall be borne by the members in proportion to the capital
paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by
them respectively. And if in a winding up the assets available for distribution among the members shall be more
than sufficient to repay the whole of the capital paid up at the commencement of winding up, the excess shall be
distributed amongst the members in proportion to the capital at the commencement of the winding up paid up or
which ought to have been paid up on the shares held by them respectively.

The division of assets on winding up, if thought expedient, may subject to the provisions of the Companies Act,
be otherwise than in accordance with the legal rights of the contributories (except when unalterably fixed by the
Memorandum) and in particular, any class may be given preferential or special rights which may be excluded
altogether or in part but in case any division otherwise than in accordance with the legal rights of the
contributories shall be determined on, any contributory who would be prejudiced thereby shall have the same
right to dissent and ancillary rights as if such determination were a special resolution under section 494 of the
Companies Act.

Disclosure of Ownership Interest

Section 187C of the Companies Act requires beneficial owners of shares of Indian companies who are not
holders on record to declare to that company the nature of his interest, details of the holder of record, and such
other particulars as may be prescribed, within 30 days after his becoming such beneficial owner. Further, the
holder of record is required to declare details of the beneficial owner. Any charge, promissory note or other
collateral agreement created, executed or entered into in relation to any share, by the registered owner thereof,
or any hypothecation by the registered owner of any share, in respect of which a declaration is required to be
made, but not so declared, shall not be enforceable by the beneficial owner or any person claiming through the
beneficial owner. Failure by a person to comply with Section 187C will not affect the Companys obligation to
register a transfer of shares or to pay any dividends to the registered holder of any shares in respect of which the
declaration has not been made.

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Redemption of equity shares
Under the Companies Act, equity shares are not redeemable.

Alteration of Shareholder Rights

Whenever the share capital, by reason of the issue of preference shares or otherwise is divided into different
classes of shares, all or any of the rights, privileges attached to each class may subject to the provisions of the
Companies Act be varied, modified, commuted, abrogated or dealt with, with the consent in writing of the
holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution
passed at a separate meeting of the holders of the issued shares of that class and all the provisions contained in
the Articles as the general meetings (including the provisions relating to quorum at such meetings) shall mutatis
mutandis apply to every such meeting.

However, if the rights attached to any class of shares are at any time varied, the holders of not less in the
aggregate than 10% of the issued shares of that class, being persons who did not consent to or vote in favour of
the resolution for the variation, may apply to the Tribunal to have the variation cancelled, and where any such
application is made, the variation shall not have effect unless and until it is confirmed by the Tribunal.

Limitation on the Rights to Own Securities

The limitation on the rights to own securities of Indian companies, including the rights of non-resident or
foreign Shareholders to hold securities, are discussed in the sections entitled Foreign Investment and Exchange
Controls.

Provisions on Changes in Capital

The authorised capital of the Company can be altered by a special resolution of the Shareholders in a general
meeting. The additional issue of equity shares is subject to the pre-emptive rights of the Shareholders. In
addition, a company may increase its share capital, consolidate its share capital into shares of larger face value
than its existing shares or sub-divided its shares by reducing their par value, subject to provisions of the
Companies Act and the Articles of Association.

Discriminatory Provisions in the Articles

There are no provisions in the Articles of Association of the Company discriminating against any existing or
prospective Shareholder as a result of such Shareholder owning a substantial number of shares.

Board of Directors
Election
The Articles of Association provide that the number of directors of the Company shall be not less than three and
not more than twelve. The Company in the general meeting may, subject to provisions of its Articles of
Association and Section 259 of the Companies Act by ordinary resolution, increase or reduce the number of its
directors.

Notice and Quorum

Under the Articles, subject to Section 287 of the Companies Act, the quorum for a meeting of the board of
directors of the Company shall be one third of its total strength or two directors whichever is higher or as may
be otherwise agreed by the Company, provided that where at any time the number of interested directors
exceeds or is equal to two-thirds of the total strength in number, the remaining directors, that is to say, the
number of directors, who are not interested, present at the meeting being not less than two, shall be the quorum
during such meeting. Notice of every meeting of the board or committee thereof shall be given in writing to
every director for the time being in India and at his usual address in India and to every other director.

Interested Directors
An Interested director is not allowed to take part in the discussion of, or vote on, any contract or arrangement
entered into, or to be entered into, by or on behalf of the Company, if he is in any way, directly or indirectly,
concerned or interested in the contract or arrangement; nor shall his presence count for the purpose of forming a
quorum at the time of any such discussions or vote. In addition, the director is required to disclose the nature of
his interest under Section 299 of the Companies Act.

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Under Section 297 of the Companies Act, the consent of the board of directors is required where a director of
the Company or his relative, firm in which such a director or relative is a partner, any other partner in such a
firm, or a private company of which such director is a member or such director proposes to enter into certain
contracts with the Company.

Qualifying shares
A director of the Company shall not be required to hold qualification shares.

Borrowing Powers
The directors may raise, borrow or secure the payment of any sums of money for the Companys purposes as
they deem appropriate, provided that, in accordance with Section 293 of the Companies Act, without the consent
of a majority of the Shareholders in a general meeting, the aggregate principal amount outstanding in respect of
monies raised, borrowed or secured by the Company may not exceed the aggregate of its paid up share capital
plus free reserves.

Director Compensation
The Articles of the Association of the Company require that the minimum remuneration of a director for his
services for attending each meeting of the board of directors or the committee of directors shall be such as may
be prescribed by the Companies Act or the Central Government. However, the board of directors may fix the
actual remuneration within this limit.

Rotation
The Articles of Association of the Company require that not less than two-thirds of the total number of directors
of the Company shall be persons whose period of office is liable to determination by retirement by rotation and
save as otherwise expressly provided in the Companies Act and the Articles of Association, be appointed by the
Company in general meeting. Further, at annual general meeting in each year, one-thirds of the directors for the
time being as are liable to retire by rotation, shall retire from office.

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 TAXATION

Certain U.S. Federal Income Tax Considerations

To ensure compliance with United States Treasury Department Circular 230, investors are hereby notified that:
(i) any discussion of United States federal tax issues in this document is not intended or written to be relied
upon, and cannot be relied upon by investors, for the purpose of avoiding penalties that may be imposed on
investors under the United States Internal Revenue Code of 1986, as amended (the Code); (ii) such discussion
is written in connection with the promotion or marketing of the transactions or matters addressed herein by the
Company and dealers, managers and underwriters; and (iii) investors should seek advice based on their
particular circumstances from their own independent tax advisors.

The following is a discussion of certain material U.S. federal income tax consequences of purchasing, owning
and disposing of Equity Shares. This summary does not address any aspect of U.S. federal non-income tax laws,
such as U.S. federal estate and gift tax laws, or state, local or non-U.S. tax laws, and does not purport to be a
comprehensive description of all of the U.S. tax considerations that may be relevant to a particular persons
decision to acquire Equity Shares.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL,
STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION.

The discussion applies to you only if you acquire the Equity Shares in this Issue and you hold the Equity Shares
as capital assets for U.S. federal income tax purposes (generally, for investment). This section does not apply to
you if you are a member of a special class of holders subject to special tax rules, including:

a broker;
a dealer in securities, commodities or foreign currencies;
a trader in securities that elects to use a mark-to-market method of accounting for your securities
holdings;
a bank or other financial institution;
a tax-exempt organization;
an insurance company;
a regulated investment company;
an investor who is a U.S. expatriate, former U.S. citizen or former long term resident of the United
States;
a mutual fund;
an individual retirement or other tax-deferred account;
a holder liable for alternative minimum tax;
a holder that actually or constructively owns 10% or more, by voting power, of the Companys
voting stock;
a partnership or other pass-through entity for U.S. federal income tax purposes;
a holder that holds Equity Shares as part of a straddle, hedging, constructive sale, conversion or
other integrated transaction for U.S. federal income tax purposes; or
a U.S. holder whose functional currency is not the U.S. Dollar.

This section is based on the Code, existing and proposed income tax regulations issued under the Code,
legislative history, and judicial and administrative interpretations thereof, all as of the date hereof. All of the
foregoing are subject to change at any time, and any change could be retroactive and could affect the accuracy
of this discussion. In addition, the application and interpretation of certain aspects of the passive foreign
investment company (PFIC) rules, referred to below, require the issuance of regulations which in many
instances have not been promulgated and which may have retroactive effect. There can be no assurance that any

154
of these regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may
have on this discussion. This discussion is not binding on the U.S. Internal Revenue Service (IRS) or the
courts. No ruling has been or will be sought from the IRS with respect to the positions and issues discussed
herein, and there can be no assurance that the IRS or a court will not take a different position concerning the
U.S. federal income tax consequences of an investment in the Equity Shares or that any such position would not
be sustained.

You are a U.S. holder if you are a beneficial owner of Equity Shares and you are:

a citizen or resident of the United States;

a U.S. domestic corporation, or other entity treated as a domestic corporation for U.S. federal
income tax purposes;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust if (1) a U.S. court can exercise primary supervision over the trusts administration and one
or more U.S. persons are authorised to control all substantial decisions of the trust or (2) has a
valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

In addition, this discussion is limited to U.S. holders who are not resident in India for purposes of the Income
Tax Treaty between the United States and India.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax
purposes) is a beneficial owner of the Equity Shares, the U.S. tax treatment of a partner in the partnership
generally will depend on the status of the partner and the activities of the partnership. A holder of the Equity
Shares that is a partnership and partners in such a partnership should consult their own tax advisors concerning
the U.S. federal income tax consequences of purchasing, owning and disposing of Equity Shares.

A non-U.S. holder is a beneficial owner of Equity Shares that is neither a U.S. holder nor a partnership for
U.S. federal income tax purposes.

Although not free from doubt, the Company does not believe that it should be treated as, and does not expect to
become, a PFIC for U.S. federal income tax purposes. However, no assurance can be given that the Company
will not be considered a PFIC in the current or future years. The determination whether or not the Company is a
PFIC is a factual determination that is made annually based on the types of income it earns and the value of its
assets. If the Company was currently or were to become a PFIC, U.S. holders of Equity Shares would be subject
to special rules and a variety of potentially adverse tax consequences under the Code.

Taxation of Dividends

U.S. Holders. Subject to the PFIC rules below, if you are a U.S. holder you must include in your gross income
the gross amount of any distributions of cash or property (other than certain pro rata distributions of Equity
Shares) with respect to Equity Shares, to the extent the distribution is paid by the Company out of its current or
accumulated earnings and profits, as determined for U.S. federal income tax purposes. A U.S. holder will
include the dividend income at the time of actual or constructive receipt. Distributions in excess of current and
accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-
taxable return of capital to the extent of your basis in the Equity Shares and thereafter as capital gain from the
sale or exchange of such Equity Shares. Notwithstanding the foregoing, the Company does not intend to
maintain calculations of its earnings and profits as determined for U.S. federal income tax purposes.
Consequently, distributions generally will be reported as dividend income for U.S. information reporting
purposes.

You should not include the amount of any Indian tax paid by the Company with respect to the dividend
payment, as that tax is, under Indian law, a liability of the Company and not the shareholders, unless you are a
U.S. corporation that owns 10% or more of the voting stock of the Company and also claims a foreign tax credit
against your U.S. tax liability for your share of income taxes paid by the Company. The dividend is ordinary
income that you must include in income when you receive the dividend, actually or constructively. The dividend

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will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of
dividends received from other U.S. corporations.

Subject to the PFIC rules described below, dividends paid by a non-U.S. corporation generally will be taxed at
the preferential tax rates applicable to long-term capital gain of non-corporate taxpayers if (a) such non-U.S.
corporation is eligible for the benefits of certain U.S. treaties or the dividend is paid by such non-U.S.
corporation with respect to stock that is readily tradable on an established securities market in the United States,
(b) the U.S. holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on
shares that have been held by such U.S. holder for at least 61 days during the 121-day period beginning 60 days
before the ex-dividend date. If the requirements of the immediately preceding paragraph are not satisfied, a
dividend paid by a non-U.S. corporation to a U.S. holder, including a U.S. holder that is an individual, estate, or
trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-
term capital gains). The dividend rules are complex, and each U.S. holder should consult its own tax advisor
regarding the dividend rules.

Dividends received generally will be income from non-U.S. sources, which may be relevant in calculating your
U.S. foreign tax credit limitation. Such non-U.S. source income generally will be passive category income, or
in certain cases general category income, which is treated separately from other types of income for purposes
of computing the foreign tax credit allowable to you. You should consult your own tax advisor to determine the
foreign tax credit implications of owning the Equity Shares.

The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S.
Dollar value of the Indian Rupee payments made, determined at the spot Indian Rupee/U.S. Dollar exchange
rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in
fact converted into U.S. Dollars. Generally, any gain or loss resulting from currency exchange fluctuations
during the period from the date you include the dividend payment in income to the date you convert the payment
into U.S. Dollars will be treated as ordinary income or loss. The gain or loss generally will be income or loss
from sources within the United States for foreign tax credit limitation purposes.

Non-U.S. Holders. Dividends paid to non-U.S. holders generally will not be subject to U.S. income tax unless
the dividends are effectively connected with your conduct of a trade or business within the United States, and
the dividends are attributable to a permanent establishment (or in the case of an individual, a fixed place of
business) that you maintain in the United States if that is required by an applicable income tax treaty as a
condition for subjecting you to U.S. taxation on a net income basis. In such cases you generally will be taxed in
the same manner as a U.S. holder (other than with respect to the Medicare Tax described below). If you are a
corporate non-U.S. holder, effectively connected dividends may, under certain circumstances, be subject to an
additional branch profits tax at a 30% rate or a lower rate if you are eligible for the benefits of an income tax
treaty that provides for a lower rate.

Taxation of Capital Gains

U.S. Holders. Subject to the PFIC rules discussed below, if you are a U.S. holder and you sell, exchange or
otherwise dispose of your Equity Shares, you will generally recognize capital gain or loss for U.S. federal
income tax purposes equal to the difference between the U.S. Dollar value of the amount realized and your tax
basis, determined in U.S. Dollars, in your Equity Shares. Gain or loss recognized on such a sale, exchange or
other disposition of Equity Shares generally will be long-term capital gain if the U.S. holder has held the Equity
Shares for more than one year. Long-term capital gains of U.S. holders who are individuals (as well as certain
trusts and estates) are generally taxed at a maximum rate of 20%. The gain or loss will generally be income or
loss from sources within the United States for foreign tax credit limitation purposes, unless it is attributable to an
office or other fixed place of business outside the United States and certain other conditions are met. Your
ability to deduct capital losses is subject to limitations.

Non-U.S. Holders. If you are a non-U.S. holder, you will not be subject to U.S. federal income tax on gain
recognized on the sale, exchange or other disposition of your Equity Shares unless:

the gain is effectively connected with your conduct of a trade or business in the United States, and
the gain is attributable to a permanent establishment (or in the case of an individual, a fixed place of
business) that you maintain in the United States if that is required by an applicable income tax treaty as
a condition for subjecting you to U.S. taxation on a net income basis; or

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 you are an individual, you are present in the United States for 183 or more days in the taxable year of
such sale, exchange or other disposition and certain other conditions are met.

In the first case, the non-U.S. holder will be taxed in the same manner as a U.S. holder (other than with respect
to the Medicare Tax described below). In the second case, the non-U.S. holder will be subject to U.S. federal
income tax at a rate of 30% on the amount by which such the non-U.S. holders U.S.-source capital gains exceed
such non-U.S.-source capital losses.

If you are a corporate non-U.S. holder, effectively connected gains that you recognize may also, under certain
circumstances, be subject to an additional branch profits tax at a 30% rate or at a lower rate if you are eligible
for the benefits of an income tax treaty that provides for a lower rate.

Medicare Tax

Certain U.S. holders who are individuals, estates or trusts are required to pay a 3.8% Medicare surtax on all or
part of that holders net investment income, which includes, among other items, dividends on, and capital
gains from the sale or other taxable disposition of, the Equity Shares, subject to certain limitations and
exceptions. This surtax applies to taxable years beginning after December 31, 2012. Prospective investors
should consult their own tax advisors regarding the effect, if any, of this surtax on their ownership and
disposition of the Equity Shares.

PFIC Considerations

The Code provides special rules regarding certain distributions received by U.S. persons with respect to, and
sales, exchanges and other dispositions, including pledges, of, shares of stock in a PFIC. A foreign corporation
will be treated as a PFIC for any taxable year in which either: (i) at least 75 percent of its gross income is
passive income or (ii) at least 50 percent of its gross assets during the taxable year, based on a quarterly
average and generally by value, which produce passive income or are held for the production of passive income.
Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties,
gains from commodities and securities transactions, and gains from assets that produce passive income. In
determining whether a foreign corporation is a PFIC, a pro rata portion of the income and assets of each
corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

Although not free from doubt, the Company does not believe that it should be treated as, and does not expect to
become, a PFIC for U.S. federal income tax purposes, but the Companys possible status as a PFIC must be
determined annually and therefore may be subject to change. Because this determination is made annually at the
end of each taxable year and is dependent upon a number of factors, some of which are beyond the Companys
control, including the amount and nature of the Companys income, as well as on the market valuation of the
Companys assets and the Companys spending schedule for its cash balances and the proceeds of the
Placement, and because certain aspects of the PFIC rules are not entirely certain, there can be no assurance that
the Company is not a PFIC and will not become a PFIC or that the IRS will agree with our conclusion regarding
our PFIC status.

A U.S. stockholder that holds stock in a foreign corporation during any taxable year in which the corporation
qualifies as a PFIC is subject to special tax rules with respect to (a) any gain realized on the sale, exchange or
other disposition of the stock and (b) any excess distribution by the corporation to the stockholder, unless the
stockholder elects to treat the PFIC as a qualified electing fund (QEF) or makes a mark-to-market
election, each as discussed below. An excess distribution is that portion of a distribution with respect to PFIC
stock that exceeds 125% of the average of such distributions over the preceding three-year period or, if shorter,
the stockholders holding period for its shares. Excess distributions and gains on the sale, exchange or other
disposition of stock of a corporation which was a PFIC at any time during the U.S. stockholders holding period
are allocated ratably to each day of the U.S. stockholders holding period. Amounts allocated to the current
taxable year and any taxable year in which the Company was not a PFIC will be taxed as ordinary income
(rather than capital gain) earned in the current taxable year. Amounts allocated to other years are taxed at the
highest ordinary income tax rates in effect for those years, and the tax for each such prior year is subject to an
interest charge at the rate applicable to income tax deficiencies. The preferential U.S. federal income tax rates
for dividends and long-term capital gain of individual U.S. holders (as well as certain trusts and estates) would
not apply, and special rates would apply for calculating the amount of the foreign tax credit with respect to
excess distributions. In addition, a U.S. stockholder who acquires shares in a PFIC from a decedent generally

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will not receive a stepped-up fair market value tax basis in such shares but, instead, will receive a tax basis
equal to the decedents basis, if lower.

If a corporation is a PFIC for any taxable year during which a U.S. stockholder holds shares in the corporation,
then the corporation generally will continue to be treated as a PFIC with respect to the stockholders shares,
even if the corporation no longer satisfies either the passive income or passive assets test described above,
unless the U.S. stockholder terminates this deemed PFIC status by electing to recognize gain, which will be
taxed under the excess distribution rules as if such shares had been sold on the last day of the last taxable year
for which the corporation was a PFIC.

The excess distribution rules may be avoided if a U.S. stockholder makes a QEF election effective beginning
with the first taxable year in the stockholders holding period in which the corporation is a PFIC. A U.S.
stockholder that makes a QEF election is required to include in income its pro rata share of the PFICs ordinary
earnings and net capital gain as ordinary income and long-term capital gain, respectively, subject to a separate
election to defer payment of taxes, which deferral is subject to an interest charge. A U.S. stockholder whose
QEF election is effective after the first taxable year during the stockholders holding period in which the
corporation is a PFIC will continue to be subject to the excess distribution rules for years beginning with such
first taxable year for which the QEF election is effective.

In general, a U.S. stockholder makes a QEF election by attaching a completed IRS Form 8621 to a timely filed
(taking into account extension) U.S. federal income tax return for the year beginning with which the QEF
election is to be effective. In certain circumstances, a U.S. stockholder may be able to make a retroactive QEF
election. A QEF election can be revoked only with the consent of the IRS. In order for a U.S. stockholder to
make a valid QEF election, the corporation must annually provide or make available to the stockholder certain
information. The Company does not intend to provide to U.S. stockholders the information required to make a
valid QEF election and the Company currently makes no undertaking to provide such information.

As an alternative to making a QEF election, a U.S. stockholder may make a mark-to-market election with
respect to its PFIC shares if the shares meet certain minimum trading requirements. If a U.S. stockholder makes
a valid mark-to-market election for the first tax year in which such stockholder holds (or is deemed to hold)
stock in a corporation and for which such corporation is determined to be a PFIC, such holder generally will not
be subject to the PFIC rules described above in respect of its stock. Instead, a U.S. stockholder that makes a
mark-to-market election will be required to include in income each year an amount equal to the excess of the
fair market value of the shares that the stockholder owns as of the close of the taxable year over the
stockholders adjusted tax basis in the shares. The U.S. stockholder will be entitled to a deduction for the excess,
if any, of the stockholders adjusted tax basis in the shares over the fair market value of the shares as of the close
of the taxable year; provided, however, that the deduction will be limited to the extent of any net mark-to-
market gains with respect to the shares included by the U.S. stockholder under the election for prior taxable
years. The U.S. stockholders basis in the shares will be adjusted to reflect the amounts included or deducted
pursuant to the election. Amounts included in income pursuant to a mark-to-market election, as well as gain on
the sale, exchange or other disposition of the shares, will be treated as ordinary income. The deductible portion
of any mark-to-market loss, as well as loss on a sale, exchange or other disposition of shares to the extent that
the amount of such loss does not exceed net mark-to-market gains previously included in income, will be treated
as ordinary loss.

The mark-to-market election applies to the taxable year for which the election is made and all subsequent
taxable years, unless the shares cease to meet applicable trading requirements (described below) or the IRS
consents to its revocation. The excess distribution rules generally do not apply to a U.S. stockholder for tax
years for which a mark-to-market election is in effect. However, if a U.S. stockholder makes a mark-to-market
election for PFIC stock after the beginning of the stockholders holding period for the stock, a coordination rule
applies to ensure that the stockholder does not avoid the tax and interest charge with respect to amounts
attributable to periods before the election.

A mark-to-mark election is available only if the shares are considered marketable for these purposes. Shares
will be marketable if they are regularly traded on a national securities exchange that is registered with the
Securities and Exchange Commission or on a non-U.S. exchange or market that the IRS determines has rules
sufficient to ensure that the market price represents a legitimate and sound fair market value. For these purposes,
shares will be considered regularly traded during any calendar year during which they are traded, other than in
negligible quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal

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purpose meeting this requirement will be disregarded. Each U.S. stockholder should ask its own tax advisor
whether a mark-to-market election is available or desirable.

If the Company were to be treated as a PFIC in a taxable year and owned shares in another PFIC (a lowertier
PFIC), a U.S. holder would also be subject to the PFIC rules with respect to its indirect ownership of the lower-
tier PFIC.

A U.S. stockholder of a PFIC must generally file an IRS Form 8621 annually and provide such other
information as may be required by the U.S. Treasury Department if the U.S. stockholder (i) receives certain
direct or indirect distributions from a PFIC, (ii) recognizes gain on a direct or indirect disposition of PFIC stock,
or (iii) makes certain elections (including a QEF election or a mark-to-market election) reportable on IRS Form
8621.

U.S. holders are urged to consult their tax advisors as to the effect on them of the PFIC rules and the
desirability of making, and the availability of, either a QEF election or a mark-to-market election with
respect to our ordinary shares. The Company provides no advice on taxation matters.

Information with Respect to Foreign Financial Assets

In addition, a U.S. holder that is an individual (and, to the extent provided in future regulations, an entity), may
be subject to recently-enacted reporting obligations with respect to Equity Shares if the aggregate value of these
and certain other specified foreign financial assets exceeds $50,000. If required, this disclosure is made by
filing Form 8938 with the U.S. Internal Revenue Service. Significant penalties can apply if U.S. holders are
required to make this disclosure and fail to do so. In addition, a U.S. holder should consider the possible
obligation to file a Form TD F 90-22.1Foreign Bank and Financial Accounts Report as a result of holding
Equity Shares. U.S. holders are thus encouraged to consult their U.S. tax advisors with respect to these and
other reporting requirements that may apply to their acquisition of Equity Shares.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to distributions made on our Equity Shares within the
U.S. to a non-corporate U.S. holder and to the proceeds from the sale, exchange, redemption or other disposition
of Equity Shares by a non-corporate U.S. holder to or through a U.S. office of a broker. Payments made (and
sales or other dispositions effected at an office) outside the U.S. will be subject to information reporting in
limited circumstances.

In addition, backup withholding of U.S. federal income tax may apply to such amounts if the U.S. holder fails to
provide an accurate taxpayer identification number (or otherwise establishes, in the manner provided by law, an
exemption from backup withholding) or to report dividends required to be shown on the U.S. holders U.S.
federal income tax returns.

Backup withholding is not an additional income tax, and the amount of any backup withholding from a payment
to a U.S. holder will be allowed as credit against the U.S. holders U.S. federal income tax liability provided that
the appropriate returns are filed.

A non-U.S. holder generally may eliminate the requirement for information reporting and backup withholding
by providing certification of its foreign status to the payor, under penalties of perjury, on IRS Form W-8BEN.
You should consult your own tax advisor as to the qualifications for exemption from backup withholding and
the procedures for obtaining the exemption.

The foregoing does not purport to be a complete analysis of the potential tax considerations relating to the
Placement, and is not tax advice. Prospective investors should consult their own tax advisors as to the
particular tax considerations applicable to them relating to the purchase, ownership and disposition of
the Equity Shares, including the applicability of the U.S. federal, state and local tax laws or non-tax laws,
foreign tax laws, and any changes in applicable tax laws and any pending or proposed legislation or
regulations.

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 INDEPENDENT ACCOUNTANT

Our audited consolidated financial statements as of and for the fiscal year ended March 31, 2012, 2011 and 2010
included in this Placement Document, have been audited by Deloitte Haskins & Sells, Chartered Accountants.
Deloitte Haskins & Sells, Chartered Accountants has also carried out review procedures in accordance with
professional standards in India with respect to our interim consolidated financial statements as of December 31,
2012 and for the nine months ended December 31, 2012 and 2011. See, Financial Statements.

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FINANCIAL STATEMENTS

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 GENERAL INFORMATION

1. DEN Networks Limited was incorporated on July 10, 2007 as DEN Digital Entertainment Networks
Private Limited. Our companys registered office is located at 236, Okhla Industrial Estate, Phase-III,
New Delhi 110 020. Our Company is registered with the RoC having Registration Number 165673
and Corporate Identity Number L92490DL2007PLC165673.

2. The authorized share capital of our Company as of March 31, 2013 was ` 2,000 million, divided into
200,000,000 Equity Shares of ` 10 each. Our issued subscribed and paid up equity share capital as at
March 31, 2013 was ` 1,340.24 million divided into 134,024,101 Equity Shares of ` 10 each.

3. This Placement was authorized and approved by our Board of Directors on March 28, 2013 and
approved by our shareholders through a resolution passed at an extra ordinary general meeting held on
April 25, 2013.

4. Our Company has received in-principle approvals under Clause 24(a) of the Listing Agreements to list
the Equity Shares offered pursuant to this Placement on the NSE and the BSE on May 6, 2013.

5. Copies of the Memorandum and Articles of Association will be available for inspection during usual
business hours on any weekday between 10.00 A.M. to 1.00 P.M. (except public holidays) at our
Registered Office.

6. Except as disclosed in the Placement Document, our Company has obtained necessary consents,
approvals and authorizations required in connection with the Placement.

7. Our Companys statutory auditor, Deloitte Haskins & Sells, Chartered Accountants, has audited our
consolidated financial statements as of and for the fiscal ended March 31, 2012 and 2011, and have
carried out review procedures in accordance with professional standard in India with respect to our
interim consolidated financial statements as of December 31, 2012 and for the nine months ended
December 31, 2012 and 2011, and have consented to inclusion of their reports in this Placement
Document.

8. Our Company confirms that it is in compliance with the minimum public shareholding requirements as
required under the Listing Agreements, SCRA and SCRR.

9. The Floor Price for the Placement is ` 217.23, calculated in accordance with Chapter VIII of the SEBI
ICDR Regulations, as certified by the Auditors.

10. The Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act
of 1934, as amended (the Securities Exchange Act). In order to permit compliance with Rule 144A
under the Securities Act in connection with resales of the Equity Shares, the Company agrees to furnish
upon request of a holder of its Equity Shares, or any prospective purchaser designated by such holder,
the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time
of such request the Company is not a reporting company under Section 13 or Section 15(d) of the
Securities Exchange Act, or is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

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 DECLARATION

Our Company certifies that all relevant provisions of Chapter VIII read with Schedule XVIII of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended,
have been complied with. Further, all the relevant provisions of the Companies Act, 1956, as amended
(including all rules, regulations and guidelines issued thereunder) and the Securities and Exchange Board of
India Act, 1992, as amended (including all rules, regulations and guidelines issued thereunder), have been
complied with. Our Company further certifies that all the statements in this Placement Document are true and
correct.

SIGNED BY AND ON BEHALF OF THE BOARD OF DIRECTORS:

Sd/-
Mr. Sameer Manchanda

SIGNED BY THE CHIEF FINANCIAL OFFICER

Sd/-
Mr. Rajesh Kaushall

Place: New Delhi

Date: May 8, 2013

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 DEN NETWORKS LIMITED

Registered Office and Corporate Office

236, Okhla Industrial Estate, Phase-III
New Delhi 110 020, India

Contact Person: Mr. Jatin Mahajan

E-mail: jatin.mahajan@denonline.in
Phone: + (91 11) 4052 2200

GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS

Deutsche Equities India Private Limited IDFC Capital Limited
DB House, Hazarimal Somani Marg 2nd Floor, Naman Chambers
Fort, Mumbai 400 001, India C 32, G Block, Bandra Kurla Complex, Bandra (E)
Mumbai 400 051, India
__________________________________________________________________________________________
MANAGER
Elara Capital (India) Private Limited
Indiabulls Finance Centre, Tower 3, 21st Floor,
Senapati Bapat Marg, Elphinstone Road (West)
Mumbai 400 013, India

DOMESTIC LEGAL COUNSEL TO THE BOOK RUNNING LEAD MANAGERS

Amarchand & Mangaldas & Suresh A. Shroff & Co.
Amarchand Towers
216, Okhla Industrial Phase III
New Delhi 110 020, India
__________________________________________________________________________________________

INTERNATIONAL LEGAL COUNSEL TO THE BOOK RUNNING LEAD MANAGERS

Jones Day
3 Church Street
#14-02 Samsung Hub
Singapore 049 483

DOMESTIC LEGAL COUNSEL TO THE COMPANY

Indus Law
A-4, Sector 26, Noida 201 301
India

AUDITORS TO THE COMPANY

Deloitte Haskins & Sells

Chartered Accountants
7th floor, building 10, Tower B
DLF Cyber City Complex
DLF City Phase-II
Gurgaon 122 002, Haryana, India

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