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DEN Networks Limited

Disclaimer These presentation materials have been prepared by DEN Networks Limited (“DEN”) solely for use at this presentation and have not been independently verified. This presentation material is highly confidential, is being presented solely for your information and may not be copied, reproduced or redistributed to any other person in any manner. The distribution of these materials in certain jurisdictions may be restricted by law and persons into whose possession these materials come should inform themselves about and observe any such restrictions. Neither DEN nor any of its affiliates, advisers or representatives make any undertaking to update any such information subsequent to the date hereof. No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this presentation. The information presented or contained in this presentation is current as of the date hereof and is subject to change without notice. Certain information and statements made in this presentation contain “forward - looking statements.” Such forward -looking statements can be identified by the use of forward- looking terminology such as “anticipate,” “believe,” “considering,” “depends,” “estimate,” “expect,” “intend,” “plan,” “planning,” “planned,” “project,” “trend,” and similar expressions. All forward -looking statements are the current expectation of future events and are subject to a number of factors that could cause actual results to differ materially from those described in the forward-looking statements. This presentation should not be construed as legal, tax, investment or other advice. Caution should be taken with respect to such statements and you should not place undue reliance on any such forward-looking statements. Certain data in this presentation was obtained from various external data sources, and DEN has not verified such data with independent sources. Accordingly, DEN does not make representations as to, and assumes no responsibility or liability for, the accuracy or completeness of that data, and such data involves risks and uncertainties and is subject to change based on various factors. This presentation has not been reviewed or approved by any regulatory authority in India or otherwise, and does not constitute an offer or invitation to purchase or subscribe for any securities of the Company and neither any part of this presentation nor any information or statement contained therein shall form the basis of or be relied upon in connection with any offer, investment, solicitation, contract or commitment whatsoever. You acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the business of the Company. None of the Company’s securities may be offered or sold in the United States without registration under the U.S. Sec urities Act of 1933, as amended, or pursuant to an exemption from registration therefrom. 2

Contents Digitisation in Indian Cable DEN Networks – An Overview DEN’s Strategy Financials 3

The Indian Television Market – A Snapshot Cable & DTH: Household Break-up Current Indian TV Market Total Cable & DTH 144 mn 262 mn Total Households Households 98 mn Cable Homes 162 mn TV Households DTH subscribers 46 mn (Gross) Forecasted market size for 2013 4 Source: MPA Estimates (MPA Asia Pacific Pay-TV & Broadband Markets, 2012)

The Indian Cable Digitisation Law: A Four Phase Conversion of Analog to Digital Phase 1 & 2 Covers India’s Largest Cities Phase 4 Deadline: Phase 3 Dec 31, 2014 Deadline: Phase 2 Sep 30, 2014 Deadline: Phase 1 Mar 31, 2013 Deadline: Oct 31, 2012 Rest of India All Other Urban Areas 38 1 Million+ 4 Metros Population Cities Delhi, Mumbai, Kolkata, Chennai The Indian Cable Market in 2015 Digital Cable subscribers*: 101 mn * Note: Forecasted cable TV homes for 2015. Assumed to by fully digitised (Source: MPA Asia Pacific Pay-TV & Broadband Markets 2012) 5

Phase 2: Pace of Digitisation – Cable vs DTH Cable Dominates Digital Conversions Phase 2 - Digitisation in 38 Cities (Feb 8 – April 12, 2013) 5.28 mn Cable digitised at >11x the pace of DTH during the last 2 months 470,000 DTH Cable (subs added) (STBs installed) Note: Figures – approximate to nearest 10,000. 6 Source: Derived from Ministry of Information & Broadcasting, Govt. of India data available on pib.nic.in and www.digitalindiamib.com

Phase 1: Pace of Digitisation – Cable vs DTH Similar Trends were Observed in Phase 1 Phase 1 Cities – Digitisation in 3 Metros * (Delhi, Mumbai & Kolkata) Sep 17 - Nov 1, 2012 1.75 mn Cable digitised at 10x the pace of DTH in the last 45 days before the deadline 171,000 DTH Cable (subs added) (STBs installed) * Excludes Chennai as national MSOs are absent in the city. Note: Figures – approximate to nearest 10,000. 7 Source: Derived from Ministry of Information & Broadcasting, Govt. of India data available on pib.nic.in and www.digitalindiamib.com

Cable & DTH in Phase 1 & 2 Cities Cable Becomes Largest Digital Platform Government Data on Digitisation in Phase 1 & 2 Cities Total Digital Digital Cable DTH Digital Cable Phase Cable & DTH Market Share Subscribers STBs installed STBs Seeded (%)* Phase 1 ** 2.2 mn 6.5 mn 75% 8.7 mn Phase 2 4.4 mn 9.2 mn 13.6 mn 68% Total 22.3 mn 6.6 mn 15.7 mn 70% Approx. 3 mn cable homes yet to be digitised in Phase 2 * 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 8 Source: Phase 1 data as per MIB Press Release (Nov 1, 2012); Phase 2 data as per MIB Press Release (April 12, 2013)

How Digitisation is Set to Transform Indian Cable… All Cable TV consumers paying the last mile operator (LCO) All Consumers • ARPUs in the range of $3-$4 (a) Paying • Digitisation targets 100% transparency of sub. base by LCO • More Channels • ARPU Growth Stage Set for • Broadband & Triple Play Transformation • Consolidation in Cable • Government – Higher tax revenues • MSOs & Broadcasters – Legitimate share of subscription • LCOs – Medium to Long Term Gains All Stakeholders ‒ From transparency of multiple TVs Stand to Gain ‒ Higher ARPUs from more channels ‒ Share in VAS (VOD/ PPV) & Broadband revenues India’s Cable TV Industry Likely to Resemble Mature Markets Like the US 9 (a) Source: MPA Asia Pacific Pay-TV & Broadband Markets 2012

…Early Signs of That Transformation Already Evident Early Indicators of Digitisation Driven Transformation ARPUs Rising MSOs’ current packaging and pricing already indicating a rise in ARPUs DTH platforms taking up their entry pack pricing: • Rs 180  Rs 200 July 2012: • Rs 200  Rs 220 March 2013: New Channel Launches New channels, including niche & subscription only channels being launched: • Star Sports 2, Ten Golf • HBO Hits & HBO Defined (Ad-free pay channels) 10

Contents Digitisation in Indian Cable DEN Networks – An Overview DEN’s Strategy Financials 11

DEN: Leader in Indian Cable India’s Star DEN & MediaPro Largest* Cable Strong Financials Strategic J-V With Distribution Star & Zee Company Strategic Content J-V – EBITDA positive in 1 st Pan-India presence in exclusive distributor of full year of operations; 11 million analog all Star, Zee & Other PAT positive for 3 years homes; channels in India in a row Digital base of 4.1mn * As per MPA Asia Pacific Pay-TV & Broadband Markets 2012 in terms of subscribers 12

Pan-India Presence in Important States & Cities Metros 1 Million+ Cities Other DEN Cities Strong Nationwide DEN States Delhi Presence in 150+ Cities across 13 States  3 Metros  24 One mn+ cities  123+ Other cities & Kolkata towns Mumbai Bangalore DEN’s Presence Spans Mysore India’s Economically Important Urban Landscape Map not to scale 13

DEN – Digitisation in Phase 1 Cities DEN Alone Rivals All DTH Platforms Put Together 6 DTH STBs Installed/ Subscribers Platforms Delhi 1.4 million+ 1.02 million Mumbai 300,000 + ~ 753,000 Kolkata 300,000 ~ 320,000 2.0 Million 2.1 million Total  Note: DTH data is as of Oct 30, 2012 (Ministry of Information & Broadcasting, Press Release dated Oct 31, 2012) 14 DEN data corresponds to STBs installed, as of March 2013

DEN: Rapid Digital Scale Up Driven by DAS DEN Digital Base 4.1 Million (STBs installed in millions) Over 2 mn conversions in 158 days 2 Million 1 mn conversions in 145 days 1 Million June 6 2012 October 29 2012 April 5 2013 15 DAS: Digital Addressable Systems

DEN – Phase 2 Cities Digitisation in Full Swing State Cities Estimated Seeding in Phase 2 7 1.3 mn Uttar Pradesh 2 0.3 mn Karnataka 2.0 million STBs 6 0.6 mn Maharashtra already deployed in 3 0.3 mn Gujarat Phase 2 cities 2 0.2 mn Rajasthan 4 0.3 mn Others 3.0 mn 24 Total 16 STBs: Set top Boxes