15:00 May 24, 2013  

Network 18 Media & Investments Ltd

HSL Code: NET18M  |   BSE Code: 532798  |   NSE Symbol: NETWORK18  |   ISIN: INE870H01013
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NETWORK18 MEDIA AND INVESTMENTS LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

Dear Members,

Network18 Media & Investments Limited

Your  Directors  are pleased to present their 17th Annual  Report  together 
with the audited Statement of Accounts for the Year ended March 31, 2012.

Financial Results:

The key financial figures on standalone basis of your Company for the  year 
ended March 31, 2012 is summarized below:

                                                              Amount in Rs. 
                                                   2011-12          2010-11

Profit/ (Loss) before interest and 
depreciation                                (51,71,76,967)     11,78,52,719 

Interest and finance charges                1,30,68,01,367     81,64,93,300

Depreciation                                   8,81,50,795        51,35,605

Net operating profit before tax           (1,91,21,29,130)   (70,37,76,186)

Provision for taxes/ deferred taxes              71,76,267    (1,25,00,000)

Net profit/ (loss) after tax              (1,91,93,05,397)   (69,12,76,186)

Operational Results:

During the year under review, the Company recorded a turnover of Rs  264.65 
Crs.  (Pr. Yr. 67.22 Crs.) and recorded EBDIT of Rs. (51.72) Crs. (Pr.  Yr. 
11.79 Crs.).

Dividend:

In  view  of the losses for the year ended March 31, 2012  and  accumulated 
losses, the Board of Directors of your Company is constrained to  recommend 
any dividend for the year under review.

Transfer to Reserves:

The Company has not made any transfer to the reserves during the  financial 
year ended March 31, 2012.

Deposits:

Your  Company  wishes to inform you that the Fixed  Deposits  Scheme  under 
Section  58A  of the Companies Act, 1956 launched by your Company  is  well 
supported by public and Shareholders. Your Company had a total of Rs.313.91 
Crs. under the Fixed Deposit Scheme as on March 31, 2012.

There  was no failure by the Company in repayment of interest due on  Fixed 
Deposits.  Your  Company has sent reminders to 2,999 Deposit  Holders,  who 
have  not  claimed repayment of their fixed deposits, which became  due  on 
March 31, 2012, amounting to Rs. 18.73 Crs.

Scheme of Arrangement:

The  Board  of  Directors of the Company, on July 7,  2010,  announced  and 
approved  a  Scheme  of Arrangement ("the Scheme")  between  your  Company, 
Infomedia   Press  Limited  (formerly  known  as   "Infomedia18   Limited") 
("Infomedia")  and  their respective shareholders and  creditors  with  the 
appointed  date  being April 1, 2010. The Scheme has been approved  by  the 
Hon`ble  High  Court of Delhi and has been made effective on June  1,  2012 
("Effective Date").

As per the Scheme, Demerged Undertaking comprising of:

* publishing business including publication of business directories, yellow 
pages & city guides;

* publication of special interest publication/ magazines;

*   search  business  including  web  properties  such  as   www.askme.com, 
www.askme.in and www.burrp.com and any other business except printing Press 
Business.

being  carried  on by Infomedia on a going concern basis,  along  with  all 
related  assets, liabilities, rights and obligations stand  transferred  to 
the  Company  as on the Appointed Date, while the Printing  Press  business 
continues  to  remain with Infomedia. Your Company has altered  the  object 
clause  of  the Company to include aforesaid business, vide  postal  ballot 
resolution of the shareholders dated February 24, 2012.

In  consideration of the demerger of the Demerged Undertaking of  Infomedia 
with  the  Company, on June 19, 2012, the Company had issued  and  allotted 
36,79,356  equity  shares  to the shareholders of Infomedia  at  par  on  a 
proportionate  basis in the ratio of 7:50 i.e., seven fully paid-up  equity 
shares of Rs 5/- each of the Company has been issued for every fifty  fully 
paid-up  equity  shares  of Rs 10/- each of Infomedia.  Further  no  equity 
shares  were issued in respect of the equity shares held by the Company  in 
Infomedia.

The  Company  has not issued shares against fractional  entitlement.  These 
fractional  shares  have been consolidated and issued to  separate  trustee 
nominated  by  the  Company.  The  Trust shall  sell  such  shares  at  the 
prevailing market prices in due course of time and distribute the net  sale 
proceeds  (after  deduction  of  tax,  if  applicable)  to  the  respective 
allottees in proportion to their fractional entitlements.

RIGHTS  ISSUE  OF  2,700  CRORES EACH BY COMPANY  AND  ITS  SUBSIDIARY  AND 
PROPOSED ACQUISITION OF ETV AND CONTENT LICENSING AGREEMENT.

The Board of Directors, at their meeting held on January 3, 2012 decided to 
raise Rs. 2,700 Crores by issuing Equity Shares on rights basis, inter alia 
for (a) Investment in our subsidiary, TV18 Broadcast Limited (b) repayment/ 
prepayment  of  certain  loans,  redemption  of  Secured  Optionally  Fully 
Convertible  Debentures, redemption of Preference shares and  repayment  of 
public  deposits  and (c) general corporate purposes. The Draft  Letter  of 
Offer  ("DLOO")  for  the  aforesaid  Rights  Issue  has  been  filed  with 
Securities  and  Exchange  Board of India and  the  necessary  approval  is 
awaited.  However,  terms and conditions of the proposal of  rights  issue, 
including  the  possible issue price and size and  other  relevant  details 
shall be decided by the Board, subject to necessary approval of "SEBI"  and 
Stock  Exchanges and other appropriate authorities, in  consultation  with, 
inter  alia, the Lead Manager, Legal Advisor and other experts.  The  issue 
price shall not exceed Rs. 60/- (Rupees sixty only) per equity share  which 
will be fixed keeping in view the then prevailing market conditions and  in 
accordance  with the applicable provisions of laws, rules, regulations  and 
guidelines.

During  the  year,  our subsidiary company namely  TV18  Broadcast  Limited 
(TV18),  entered into binding agreement with companies  effectively  wholly 
owned by Reliance Industries Limited (RIL), for acquiring stake in  various 
ETV channels being operated and managed by Eenadu Group. Completion of this 
acquisition  is  subject to receipt of necessary regulatory  approvals  and 
completion of the proposed rights issue of Company and TV18.

In  this  regard the Board of Directors of TV18 at their  meeting  held  on 
January 3, 2012, have approved issues of equity shares of TV18 on a  rights 
basis  for  an  amount  aggregating to Rs. 2,700  crores,  inter  alia  for 
acquisition  of  ETV  channels and repayment of certain  loans.  The  draft 
letter of offer for the rights issue of TV18 has also been filed with  SEBI 
and the necessary approval is awaited.

Further  Infotel  Broadband Services Limited (`Infotel`), a  subsidiary  of 
RIL,  has  entered into a content license agreement with  the  Company  and 
TV18, under which Infotel shall have preferential access to (i) the content 
of  all the media and web properties of the Company and its associates  and 
(ii)  programming and digital content of all the broadcasting  channels  of 
TV18  and  its  associates  on a first right  basis  as  a  most  preferred 
customer.

Redemption of the preference shares:

The  Company  has 10,284,379 outstanding Preference Share of Rs.  150  each 
(the  Preference  Shares).  The  Preference Shares  shall  be,  subject  to 
profitability and at the discretion of the Board of Directors, entitled  to 
a   cumulative  annual  dividend  @5%.  These  preference  Shares   carries 
preferential  right  in  respect  of dividends and  also  that  it  carries 
preferential right in regard to repayment of capital in case of winding up. 
The Company`s liability to the Preference Shareholders towards their rights 
including  for  payment of dividend or otherwise shall  stand  extinguished 
from  the date of redemption, in all events and on the Company  dispatching 
the  redemption amounts to the Preference Shareholders.  Preference  Shares 
are  redeemable at the end of five years from May 15, 2008, (the  allotment 
date) at Rs. 150 per share.

Change in Capital Structure:

The  Company`s shares are listed on the National Stock Exchange  (NSE)  and 
Bombay Stock Exchange (BSE) and are actively traded.

During the year under review and upto the date of this report, the paid  up 
equity share capital has increased from Rs. 5,944.78 Lakhs to Rs.  7,327.96 
Lakhs. The details of the same is mentioned hereunder:

Particulars                                                   No. of Shares   
                                                                     issued

Shares allotted pursuant to exercise of ESOP                       2,89,231 

Shares allotted pursuant to Scheme of Arrangement between       2,36,95,044
Television Eighteen India Ltd, TV18 Broadcast Ltd & others 
with the Company.  

Shares allotted pursuant to Scheme of arrangement between         36,79,356 
inter alia Company and Infomedia Press Limited formerly 
Infomedia18 Limited).

Further in view of the current market scenario and the future requirements, 
to  accomodate shares issued pursuant to the aforesaid Scheme and in  order 
to  accommodate the proposed rights issue of the Company, your Company  has 
increased  the authorized share capital from existing  Rs.  306,00,00,000/- 
(Rupees  Three Hundred and Six Crore only) to Rs.  531,00,00,000/-  (Rupees 
Five  Hundred and Thirty One Crores only) and again to Rs.  936,50,00,000/- 
(Rupees  Nine  Hundred Thirty Six Crore Fifty Lacs only)  and  was  further 
increased to Rs. 2736,50,00,000/- (Rupees Two Thousand Seven Hundred Thirty 
Six Crore Fifty Lacs only).

Employee Stock Option Plan:

Human  Resource is the key to the success of any organization. The  Company 
has  always valued its human resources and had tried to adopt the  best  HR 
practices.

During  the  year 4,22,736 options were granted to employees  of  erstwhile 
Television  Eighteen India Limited, which has merged into your company  and 
employees  thereof  have been transferred to the Company. The  Company  has 
allotted  2,89,231  equity shares against the exercise of  options  by  the 
employees.

The Particulars of options issued under the Employee Stock Option Plans  as 
required by SEBI (Employee Stock Option Scheme and Employee Stock  Purchase 
Scheme)  Guidelines,  1999 are given in Annexure-I and form  part  of  this 
report.

The  Company  has  implemented  the  Employees  Stock  Options  Schemes  in 
accordance  with  the  SEBI Guidelines and the resolutions  passed  by  the 
shareholders. Certificate(s) confirming the same shall be placed before the 
Annual General Meeting for inspection.

Corporate Governance:

Corporate  Governance  is  about commitment to  values  and  about  ethical 
business  conduct. It stems from the culture and mindset of  a  management; 
hence,  measures of Corporate Governance should be more by  self-discipline 
than by legislation and regulation.

Your  Company  strives  for  excellence with  the  objective  of  enhancing 
shareholders`  value  and  protecting the interest  of  shareholders.  Your 
company   ensures  the  practice  of  the  Principles  of  Good   Corporate 
Governance.  Decisions are based on a set of principles influenced  by  the 
values,  context  and  culture of the organization. All  functions  of  the 
Company are discharged in a professionally sound, competent and transparent 
manner.

The  detailed  Corporate Governance Report of the Company in  pursuance  of 
Clause  49 of the Listing Agreement forms part of the Annual Report of  the 
Company.

Directors:

During the year under review, Mr. Sanjay Ray Chaudhuri was appointed as  an 
additional  director of the Company w.e.f. January 3, 2012. Mr. Sanjay  Ray 
Chaudhuri  holds  office up to the date of the forthcoming  Annual  General 
Meeting. The Company has received notice from a member of the Company under 
section  257  of the Companies Act 1956 proposing the  candidature  of  Mr. 
Sanjay  Ray  Chaudhuri  for  the Directorship.  The  Board  recommends  his 
appointment.

Further Ms. Subhash Bahl, director of the Company shall retire by  rotation 
at  the forthcoming Annual General Meeting of the Company.  However,  being 
eligible she has offered herself for re-appointment. Accordingly the  Board 
recommends her re-appointment.

Mr. Raghav Bahl is Director of the Company since December 10, 2003 and  was 
appointed  as a Managing Director on September 1, 2006. His current  tenure 
as  a Managing Director expires on September 30, 2012. He  has  contributed 
significantly in the growth and development of the Company. Accordingly, in 
view  of his contribution as well as rich and extensive experience  in  the 
media  and entertainment sectors, he has been re-appointed as the  Managing 
Director  of  the  Company for a period of three years  starting  from  1st 
October  2012  to  30th  September 2015. Such  appointment  is  subject  to 
necessary  approval  of  the Shareholders of the Company  and  the  Central 
Government.

Brief  resume of aforesaid Directors, proposed to be appointed, the  nature 
of  their expertise in specific functional areas and name of  Companies  in 
which  they  hold  directorships and  chairmanship/  memberships  of  Board 
Committees as stipulated under Clause 49 of the Listing Agreement with  the 
Stock  Exchanges  in  India  are  provided  in  the  `Report  on  Corporate 
Governance` forming part of this Report.

Mr.  Ravi  Chandra  Adusumalli has resigned from the  Directorship  of  the 
Company w.e.f. December 1, 2011. The Board hereby records its  appreciation 
for the services rendered by him during his tenure.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 on Consolidated  Financial 
Statements   read  with  Accounting  Standard  AS-23  on   Accounting   for 
Investments  in Associates and AS-27 on Financial Reporting of Interest  in 
Joint Ventures, the audited Consolidated Financial Statements are  provided 
in the Annual Report.

Subsidiaries:

The  Ministry of Corporate Affairs, Government of India vide  its  Circular 
no. 51/12/2007-CL-III dated February 8, 2011 has granted general  exemption 
under  section  212(8)  of  the Companies  Act,  1956  from  attaching  the 
Directors`  Report, Balance Sheet, Profit & Loss Account and the Report  of 
Auditors of the Subsidiary Companies with the Balance Sheet of the Company. 
The annual accounts of these subsidiary companies and the related  detailed 
information  will  be  made  available to  the  shareholders  seeking  such 
information  at  any point of time. The annual accounts of  the  subsidiary 
companies  shall  also  be  kept for inspection  by  any  investor  in  its 
registered  office  and  that of the concerned  subsidiary  companies.  The 
Company shall furnish a hard copy of details of accounts of subsidiaries to 
any shareholder on demand.

A  statement  of  your Company`s interest in its  Subsidiary  Companies  is 
attached  as  Annexure  -  II to the Directors`  Report  in  terms  of  the 
provisions of Section 212 of the Companies Act, 1956.

Directors` Responsibility Statement:

Pursuant  to the provision of Section 217 (2AA) of the Companies Act,  1956 
as amended, your Directors confirm:

i)  that in the preparation of the annual accounts for the  financial  year 
ended  March  31,  2012,  the applicable  Accounting  Standards  have  been 
followed;

ii)  that the Directors have selected such accounting policies and  applied 
them consistently and made judgments and estimates that are reasonable  and 
prudent  so as to give a true and fair view of the state of affairs of  the 
Company  at  the  end of the financial year and of profit or  loss  of  the 
Company for the year under review;

iii)  that  the  Directors  have  taken  proper  and  sufficient  care  for 
maintenance   of  adequate  accounting  records  in  accordance  with   the 
provisions  of the Companies Act, 1956 for safeguarding the assets  of  the 
Company and for preventing and detecting fraud and other irregularities;

iv)  that the Directors have prepared the accounts for the  financial  year 
ended March 31, 2012 on a `going concern` basis.

Auditors & Auditors` Report:

The  Statutory Auditors, M/s Walker, Chandiok & Co, Chartered  Accountants, 
New  Delhi retire at the forthcoming Annual General Meeting and  are  being 
eligible  for  re-appointment  as  such.  The  Board  recommends  the   re-
appointment of M/s Walker, Chandiok & Co, Chartered Accountants, New  Delhi 
as  the statutory auditors of the Company, who have given their consent  to 
act  as  such and a certificate to the effect that  their  appointment,  if 
made,  will  be within the limits specified under Section 224 (1B)  of  the 
Companies Act, 1956.

Cost Auditors:

Pursuant  to the Cost Audit Order as notified by the Ministry of  Corporate 
Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with  Cost 
Accounting  Records (Telecommunication Industry) Rules 2011 as notified  by 
the  Ministry of Corporate Affairs vide GSR 869(E) dated December 7,  2011, 
the   Company  has  appointed,  M/s  Pramod  Chauhan  &  Associates,   Cost 
Accountants,  as  the Cost Auditor of the Company for  the  financial  year 
2012-13  for  conducting  the audit of the Cost  Records  of  the  Company. 
Explanation to Auditor`s Comment: In regard to  reservations/qualifications 
in  the  Auditors`  Report, the relevant notes on the  accounts  are  self-
explanatory  and  therefore  do  not  call  for  any  further  comments  of 
Directors. However, your Directors wish to offer the explanations in regard 
to  note  no. 5 of the Auditors Report. It is clarified  that  the  Central 
Government has partially accepted the Company`s application for approval of 
the remuneration paid to the Managing Director and the Company has filed  a 
representation for reconsideration of the matter and approval is awaited.

Particulars of Employees:

In  terms of the Provisions of Section 217(2A) of the Companies  Act,  1956 
read with the Companies (Particulars of Employees) Rules, 1975, as amended, 
the name and other particulars of the employees are set out in the Annexure 
to  the  Directors`  Report. However, having regard to  the  provisions  of 
Section  219(1)(b)(iv)  of the said Act, the Annual  Report  excluding  the 
aforesaid  information is being sent to all the Members of the Company  and 
others  entitled to receive the annual report of the Company.  Any  members 
interested  in obtaining such particulars may write to the Company  at  its 
Registered Office.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings 
and Outgo:

Pursuant  to  Section 217(1)(e) of the Companies Act, 1956  read  with  the 
Companies  (Disclosures  of  Particulars  in the report  of  the  Board  of 
Directors) Rules, 1988 the following information is provided:

a) Conservation of Energy:

Your  Company is not an energy intensive unit, however regular efforts  are 
made to conserve the energy.

b) Research and Development:

The  Company continuously makes efforts towards research and  developmental 
activities  whereby  it  can improve the quality and  productivity  of  its 
programmes.

c) Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and expenditure appear in Notes No. 40 and 41 
of the `Notes to the Accounts` forming part of the Audited Annual Account.

Acknowledgement:

Your  Directors  take  this  opportunity to  place  on  record  their  deep 
appreciation  for  the continuous support extended by  all  the  employees, 
Shareholders  of  the Company, various Government Departments  and  Bankers 
towards conducting the operation of the Company efficiently.

                         For and on behalf of the Board

Place: Noida             Chairman 
Date : August 4, 2012.

Annexure "I" to the Directors` Report:

Information  regarding the Employees Stock Option Schemes/ Employees  Stock 
Purchase Plan as on March 31, 2012 in terms of Regulation 12 and 19 of SEBI 
(Employees  Stock Option and Employees Stock Purchase  Scheme)  Guidelines, 
1999.

(a) Options granted:

Name of Scheme                                    No. of options granted

Network18 Employee Stock Option Plan 2007         422,736

(b) Pricing Formula:

The Exercise Price shall be decided by the Compensation Committee, provided 
however,  that the Exercise Price shall not be less than the par  value  of 
the  Shares of the Company and shall not be more than the price  prescribed 
under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 
2000.  The  relevant date will be the date of Grant. In case of a  fall  in 
market value of Shares between the Offer Date and the date of Exercise, the 
Compensation  Committee may re-price the Options that have not been  vested 
while  ensuring such re-pricing is not detrimental to the interest  of  the 
Grantees.

(c) Options vested during the year                703,959

(d) Options exercised during the year             289,231

(e) Total no. of shares arising as a result 
of exercise of options                            289,231

(f) Options lapsed during the year                 65,952

(g) Variation in terms of options                 Exercise price has been 
                                                  modified on 03-November
                                                  -2011 for 1,010,539 
                                                  options and on 29-
                                                  December-2011 for 
                                                  1,039,023 options to 
                                                  Rs.63.85 and Rs.37.55 
                                                  respectively.

(h) Money realised by exercise of options 
(Rs. in lakhs)                                    24.19 

(I) Total no. of options in force                 1,513,951 

(j) (i) Options shares granted to key 
managerial persons

Name of key managerial persons                           No. of 
                                                        options 
                                                        granted

Ajay Chacko                                              24,934 

Lakshmi Narasimhan                                        1,300 

N. Dilip Venkatraman                                      3,250 

Senthil Chengalvarayan                                   58,478 

B. Saikumar                                              59,952

Anil Uniyal                                               3,250

Total                                                   151,164

(ii) Other employees who have been granted 
5% or more , of the options during the year

Name of employee                                         No. of 
                                                        options 
                                                        granted 

Anuradha Sengupta                                        19,464 

Menaka Doshi                                             19,464 

Shereen Bhan                                             22,497 

Udayan Mukherjee                                         94,228

Total                                                   155,652

(iii) None of the employees were granted options during the year, equal  to 
or exceeding 1% of the issued capital of the Company at the time of grant : 
Nil

(k) (i) Basic Earnings per share (in Rs.)               (13.11) 

(ii) Diluted Earnings per share (in Rs.)                (13.11)

(l) Computation of employee compensation cost and 
effect on profit and EPS

(i) Method of calculation of employee compensation 
cost used by the Company :Intrinsic Value

(ii)  Difference between the employee 
compensation cost so computed at  (i) above and 
the employee compensation cost to P&L account if 
the Company  had used fair value of the Options 
(in Rs. lakhs)                                          (33.74)

(iii)  The impact of this difference on the 
profits and EPS of the  Company                         (33.74)  

Profit after tax (Rs. in lakhs)                     (19,193.05)  

Less:  Additional employee  compensation  cost  
based on fair value (Rs.in lakhs)                       (33.74) 

Adjusted Profit after Tax (Rs. in lakhs)            (19,159.31)

Adjusted Basic EPS                                      (13.09)

Adjusted Diluted EPS                                    (13.09) 

(m) Weighted average exercise price and fair 
value of the stock options granted:

                                             Weighted average      Weighted
                                               exercise price  average fair 
                                                                      value

- Where exercise price exceeds the market 
price of the stock (Rs.)                               142.55         19.17

- Where exercise price is equal to the 
market price of the stock (Rs.)                             -             -

- Where exercise price is less than the 
market price of the stock (Rs.)                         32.77         81.60

(n)  Description of the method and significant assumptions used during  the 
year  to  estimate the fair value of the options, including  the  following 
weighted average information:

The company has adopted the Black Scholes valuation model for computing the 
weighted average fair value considering the following assumptions

                                           As on modified    As on modified 
                       As on Grant Date  date 03-Nov-2011  date 29-Dec-2011

Risk free rate of 
interest (in %)                   8.26%             8.49%             8.33%

Expected life of the 
options from the 
date of grant (in 
Years)                             1.32              0.85              0.69

Expected volatility 
(in %)                           39.93%            56.74%            55.40%

Dividend yield (in %)             0.00%             0.00%             0.00%

Management Discussion And Analysis Report

Industry Status`

The  Indian  M&E  industry grew from INR 652 billion in  2010  to  INR  728 
billion  in  2011, registering an overall growth of 12 percent.  Backed  by 
strong  consumption  in Tier 2 and 3 cities, continued growth  of  regional 
media  and fast increasing new media businesses, the industry is  estimated 
to  achieve a growth of 13 percent in 2012 to touch INR 823 billion.  Going 
forward, the sector is projected to grow at a healthy CAGR of 14.9  percent 
to reach INR 1,457 billion by 2016. 

Overall Industry       2007     2008     2009      2010     2011            
size (INR Bn)*                                                              
(For Calendar 
Years)                                                                      

Television            211.0    241.0    257.0     297.0    329.0            

Print                 160.0    172.0    175.2     192.9    208.8            

Film                   92.7    104.4     89.3      83.3     92.9            

Radio                   7.4      8.4      8.3      10.0     11.5            

Music                   7.4      7.4      7.8       8.6      9.0            

Out of Home            14.0     16.1     13.7      16.5     17.8            

Animation & VFX        14.0     17.5     20.1      23.6     31.0            

Gaming                  4.0      7.0      8.0      10.0     13.0            

Digital 
Advertising             4.0      6.0      8.0      10.0     15.4            

Total                   514      580      587       652      728            

Overall Industry   Growth   2012P   2013P   2014P  2015P   2016P      CAGR
size (INR Bn)*    in 2011                                         (2010-15)
(For Calendar        over 
Years)               2010    

Television          10.8%   380.0   435.0   514.0   618.0  735.0        17%

Print                8.3%   226.0   246.8   270.0   294.9  323.4         9%

Film                11.5%   100.0   109.7   121.1   134.5  150.3        10%

Radio               15.0%    13.0    16.0    20.0    24.0   29.5        21%

Music                4.7%    10.0    11.3    13.1    15.4   18.2        15%

Out of Home          7.6%    19.5    21.5    23.6    26.0   29.0        10%

Animation & VFX      31.2%   36.3    43.0    51.1    61.0   69.0        17%

Gaming               30.0%   18.0    23.0    29.0    37.0   46.0        29%

Digital 
Advertising          54.0%   19.9    25.8    33.5    43.7   57.0        30% 

Total                11.7%    823     932    1076    1254   1457        14%

Industry Growth - Fundamental Drivers

The  Indian  media  and  entertainment industry  has  benefited  from  some 
fundamental growth drivers, which have facilitated its double digit  growth 
in the past decade. They are categorized and summarized as follows:

*  Evolving  socio-economic  environment  in  India  -  Led  largely  by  a 
combination of two key macro factors, India has emerged as a growth  engine 
for  discretionary consumption products and services, especially media  and 
entertainment.  The first one is the favorable demographic  composition  of 
the  nation,  commonly  referred to as the  `demographic  dividend`,  which 
essentially  implies that a large proportion of the country`s  populace  is 
young  and  in  the working age group, thus  allowing  for  greater  future 
consumption upside. Second, since liberalization, the country has witnessed 
rapid  economic growth, which has corresponded with the influx  of  foreign 
capital  and brands as well as stronger integration with the global  socio-
economic  environment. This has led to the emergence of an ever  increasing 
large  consuming class, with rising disposable incomes, which  is  globally 
aware and acquisitive in nature.

* Digitization - This is the process of converting analog information  into 
digital  formats.  This  has  been a defining trend  in  the  global  media 
industry  especially in TV, music and films and now it is becoming  evident 
in India as well. From an enhanced consuming experience for the end-user to 
greater addressability and monetization potential for the content provider; 
digitization  can  be a great value creator across the  value  chain.  Many 
digital platforms, ranging from digital cable, DTH, IPTV to digitization of 
films,  print  and  online sales of music  now  exist.  Digital  technology 
continues  to revolutionize media distribution - be it the rapid growth  of 
DTH  and digital cable, or increased digitization of film exhibition -  and 
has enabled wider and more cost effective reach across diverse and regional 
markets,  and  the development of targeted media content.  There  has  been 
increased  proliferation and consumption of digital media content -  be it 
newspapers  and magazines, digital film prints, and online video and  music 
or  entirely  new categories such as social media. For example,  the  print 
players  are  increasing becomingly available on the digital  platforms  in 
order to establish a connect with current readers as well as to establish a 
relationship with new readers. Accordingly, online advertising spends  have 
seen  a spurt in growth vis a vis spends on traditional media. At the  same 
time,  the ability to develop models that get consumers to pay  for  online 
content  is still limited. Currently, advertising is the primary source  of 
revenue  online but new revenue models are likely to emerge as the  payment 
infrastructure  develops  and  consumers begin to pay  for  content.  Going 
forward,  the adoption of 3G and 4G services could further  fuel  broadband 
penetration  and offer opportunities for scaling digital media  businesses. 
The  cable  television  industry in India is poised for  one  of  its  most 
significant  developments  in  the last decade - a  transformation  to  the 
Digital  Addressable  System  (DAS)  for  television  distribution.   Cable 
operators  in a DAS regime would be legally bound to transmit only  digital 
signals.  Subscribed  channels can be received at the  customer`s  premises 
only  through a set-top-box equipped with a conditional access card, and  a 
subscriber  management  system  (SMS). In a nut-shell,  each  user  in  the 
network  would  be uniquely identifiable to the service  provider.  Digital 
television is expected to provide the consumer access to a higher number of 
TV channels, customized tariffs, availability of broadband and other value-
added-services, and enhanced user experience through better viewing quality 
and consumer service.

*  Regionalization  - This is another one of the  most  significant  growth 
drivers  for  the  industry. Regional television and  print  continued  its 
strong growth trajectory owing to growth in incomes and consumption in  the 
regional markets. National advertisers are looking at these markets as  the 
next  consumption hubs and local advertisers are learning the  benefits  of 
marketing  their products. In order to tap the increasing regional  budgets 
of  the  national advertisers and growing interests of  local  advertisers, 
media  players are in expansion mode to increase their footprint  in  these 
regions.

*  Growing importance of new media - Another key trend is  the  convergence 
and multi-platform presence of media services in the country. Over the past 
years,  consumers as well as content providers have ensured that  the  same 
content  is  increasingly  deployed across platforms,  from  television  to 
online  to mobile and beyond. Whether its e-papers or online  streaming  of 
shows  or mobile based applications, the convergence of content across  key 
"screens" is a defining phenomenon in the industry. Considering the  growth 
in  India`s telecom and IT markets especially mobile and  wireless  market, 
this  wave  of  convergence is bound to be  strengthened.  Availability  of 
infrastructure  and  appropriately pricing content across these  new  media 
platforms will be critical success factors for the Indian market.

*  Pay  led  Revenue Models - The Indian  media  &  entertainment  industry 
continues  to be highly advertising dependent, especially from the  content 
owner`s  perspective  i.e.  television and radio  broadcasters,  print  and 
online publishers. Advertising spends are expected to grow at a CAGR of  14 
percent  to reach INR 586 billion in 2016. The media industry`s ad  revenue 
dependence  is  expected  to continue for some time,  largely  due  to  the 
relatively  low  ARPUs  on account of hyper  competition  and  lower  price 
elasticity of consumers. Advertising spends across all media accounted  for 
INR  300  billion in 2011, contributing to 41 percent of  the  overall  M&E 
industry revenues. Advertising revenues witnessed a growth of 13 percent in 
2011 as against 17 percent observed in 2010. However, with digitisation and 
the growth in addressable media, revenue models based on end-user  revenues 
are gaining traction. Audiences are becoming more willing to pay for 
content  and value added services. Technology has enabled  convenience  and 
superior quality offerings to consumers who have responded positively.  The 
growth in ticket prices of movies at multiplexes, increasing number of Pay-
TV  subscribers,  increasing  penetration of  DTH  with  its  user-friendly 
interface and technology, and introduction of Value Added Services (VAS) by 
media players are some examples of pay markets gaining importance.

* Narrowcasting - Over the past years, the media industry has witnessed the 
emergence  of  niche  plays.  These  niche  offerings  are  highly  focused 
channels,  shows  and formats which seek to segment audiences  and  deliver 
unique  offerings  to  them based on their preferences. This  has  in  turn 
allowed  advertisers  to  reach out to their  consumers  more  effectively. 
Narrowcasting is inextricably linked to the growth of addressable media  in 
the country and the digital wave.

* 360 degree connect with consumers - As consumers evolve and with  India`s 
growing  young population, there is a heightened need to engage  with  them 
across  platforms and experiences. There is a greater need for  integration 
and  innovation  across  traditional and new  media,  with  changing  media 
consumption habits and preferences for niche content. Media companies today 
have no choice but to provide more touch points to engage with audiences.

*  Other  Key Enablers - Apart from the above, there  are  other  important 
factors  such  as  gradual  de-regulation  in  industry  policies,   easier 
availability of institutional capital for funding growth and the opening up 
of global markets for Indian media content that have facilitated growth.

Opportunities, Growth Drivers and Concerns2

The Indian Entertainment and Media Industry has shown structural shifts  in 
its move towards convergence with consumers increasingly taking control  of 
their  media  consumption. With the evolution of the  Industry,  growth  is 
increasingly being driven by increasing consumer spending which has a large 
impact on revenue streams. Knowledge of evolving consumption trends will be 
a critical success factor in this scenario. The growth has been evident  in 
varying   proportions   across  the  different  segments  of   the   Indian 
Entertainment  and  Media  Industry i.e.  Television,  Print  and  Internet 
(Digital)  being  the major media in terms of size and growth  rates  apart 
from other segments such as radio, out of home, mobile.

We  are  a  media and entertainment company in  India,  with  interests  in 
television,  internet, filmed entertainment, e-commerce, magazines,  mobile 
content  and  allied businesses. We broadcast  television  channels  across 
genres  such  as news and general entertainment, primarily in  English  and 
Hindi.  We  entered  the  Internet industry in June  2000  and  have  since 
established  a  number of digital and mobile  properties  offering  digital 
content  and e-commerce, including home shopping and online  ticketing.  We 
also publish special interest business-to-consumer and business-to-business 
magazines and have a presence in film production and distribution.  Through 
our  subsidiary  TV18  Broadcast Ltd, we operate  one  of  India`s  popular 
television broadcasting networks. We operate CNBC-TV18 and CNBC Awaaz, CNN-
IBN, IBN-7, and IBN-Lokmat, (a Marathi regional news channel in partnership 
with  the  Lokmat  group).  We have recently  launched  CNBC-TV18  in  high 
definition  i.e.  CNBC-TV18  Prime HD. Viacom18, a  joint  venture  of  our 
Subsidiary  TV18,  also operates general entertainment channels  -  COLORS, 
Colors HD, MTV, VH1, Nick, Sonic, Comedy Central (through Viacom 18 a joint 
venture  with Viacom Inc.) and a factual entertainment channel  HistoryTV18 
(through  A+E  Networks|TV18,  in which TV18 holds  51%  interest  and  the 
remaining  49%  interest is held by A+E Television Networks LLC).  We  also 
operate filmed entertainment business through Viacom18 Motion Pictures. Our 
news and entertainment segments are engaged in the programming,  production 
and  broadcasting  of  news, general  entertainment  and  the  acquisition, 
production,  syndication, marketing and distribution of films. Our  digital 
and e-commerce segment offers a collection of digital and mobile properties 
catering to a wide range of interests and services, including teleshopping, 
news,  music  and entertainment, markets and  finance,  social  networking, 
consumer  information,  local search, online shopping  and  ticketing,  and 
mobile phone services and applications. We operate digital, publishing  and 
e-commerce   assets   including  the  web  content   properties   such   as 
moneycontrol.com, ibnlive.com, in.com and firstpost.com. We also operate e-
commerce  properties  - HomeShop18 and bookmyshow.com, and  publish  Forbes 
India, India`s first local edition of a foreign news magazine title and the 
world`s  most  influential  business brand, in  collaboration  with  Forbes 
Media.  In addition, we operate Newswire18, which is a real time  financial 
information and news terminal services, and Network18 Publishing, which  is 
in  the special interest publishing space as well as E18 and  Sport18,  our 
event and sports management ventures.

The Indian Television Industry3

Television  is the largest medium for media delivery in India in  terms  of 
revenue, representing around 45 percent of the total media industry. The TV 
industry  continues  to  have headroom for  further  growth  as  television 
penetration  in  India  is  still at  approximately  60  percent  of  total 
households. India continues to be the third largest TV market after USA and 
China  with  146 million television households. Cable and  Satellite  (C&S) 
penetration  of  television  households is close to 80  percent,  with  DTH 
driving  a significant part of the growth in the last 12 months.  With  the 
impending   digitization   of  all  analog  cable   subscribers   imminent, 
penetration   level   of  digital  households  is  expected   to   increase 
significantly, going forward. The overall television industry was estimated 
to  be  INR 329 billion in 2011, and is expected to grow at a  CAGR  of  17 
percent  over  2011-16,  to reach INR 735 billion in  2016.  The  share  of 
subscription to the total industry revenue is expected to increase from  65 
percent in 2011 to 69 percent in 2016.

Through  our  subsidiary  TV18 Broadcast Ltd, we  operate  one  of  India`s 
popular  television  broadcasting networks. We operate CNBC-TV18  and  CNBC 
Awaaz, CNN-IBN, IBN-7, and IBN-Lokmat, (a Marathi regional news channel  in 
partnership with the Lokmat group). We have recently launched CNBC-TV18  in 
high  definition i.e. CNBC-TV18 Prime HD. Viacom18, a joint venture of  our 
Subsidiary TV18 with Viacom Inc., operates general entertainment channels - 
Colors,  Colors  HD, MTV, VH1, Nick, Sonic, Comedy Central.  We  operate  a 
factual entertainment channel HistoryTV18 (through A+E Networks|TV18, a  JV 
in which TV18 holds 51% interest and the remaining 49% interest is held  by 
A+E  Television  Networks  LLC). We also  operate  a  filmed  entertainment 
business through Viacom18 Motion Pictures.

Key trends & growth drivers for the Indian Television Industry4:

Following  are  the  key trends that are likely to  impact  the  television 
industry in the medium to long term:

+ Significant potential for growth, based on TV penetration levels:

India was estimated to have around 146 million TV households in 2011, which 
implies  a  TV  penetration  of  approximately  60  percent.  In  2016,  TV 
penetration  is estimated to rise to approximately 70 percent, which  still 
offers  potential for penetration-led growth (post 2016) as  income  levels 
rise,  based on TV penetration levels in other mature as well  as  emerging 
economies.

+  Digitisation - A paradigm shift:

The  cable  television  industry in India is poised for  one  of  its  most 
significant  developments  in  the last decade - a  transformation  to  the 
Digital  Addressable  System  (DAS)  for  television  distribution.   Cable 
operators  in a DAS regime would be legally bound to transmit only  digital 
signals.  Subscribed  channels can be received at the  customer`s  premises 
only  through a set-top-box equipped with a conditional access card, and  a 
subscriber management system (SMS). In a nutshell, each user in the network 
would be uniquely identifiable to the service provider. Digital  television 
is  expected  to  provide  the consumer access to a  higher  number  of  TV 
channels,  customized tariffs, availability of broadband and  other  value-
added-services, and enhanced user experience through better viewing quality 
and consumer service. The impact of DAS implementation will be  fundamental 
to  the  growth of the industry. In a nutshell, the  following  trends  are 
expected:

*   Broadcasters   to  benefit  from   increased   subscription   revenues: 
Addressability  is expected to increase the revenue share of  broadcasters, 
leading  to  a  significant increase in subscription  revenue  uptakes  for 
broadcasters. For mature broadcasters, a significant share of  subscription 
revenues  is  expected to flow to the bottom line. While  broadcasters  re-
align their revenue model, decreasing dependence on advertisement revenues, 
sustaining  strong  subscription  revenues  may  require  broadcasters   to 
reengineer their offering and deliver high quality content to the consumer. 
Digitization  provides an opportunity for the number of channels go up  and 
the niche channels to increase their offerings.

*  Carriage  fee  has  increased significantly over  the  last  few  years. 
Broadcasters  as  well as MSOs expect a decline in carriage fee  after  the 
implementation of the first phase of digitization. However, there is a lack 
of consensus on the movement of carriage fee in the medium term. A shift to 
digital  removes the bandwidth constraints of analog cable, and the  number 
of channels that may be carried increases significantly. 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. However, placement 
is expected to remain crucial even on a digital platform, and a decline  in 
the  carriage  fee  may  be offset to some extent by  an  increase  in  the 
placement fee.

+ Slowdown impacts advertising revenues, Long term growth healthy:

2011 has been a challenging year for the television broadcasting  industry. 
Advertising  rates  faced pressure from the global  and  domestic  economic 
slowdown,  resulting  in  a lower than  expected  increase  in  advertising 
revenues,  particularly  in the second half of the year.  At  an  aggregate 
level, the total TV advertising market is estimated to have grown around 12 
percent  in  2011.  Advertisement spends are expected to grow  in  2012  at 
similar  levels  as experienced in 2011. In the long term,  however,  India 
continues  to be a growth market, and the advertisement market is  expected 
to grow at a CAGR of 15 percent over 2011-16.

+ Regional & Niche channels:

Regional  markets form a sizable portion of the total TV pie - after  Hindi 
GECs,  the  regional  GEC  genre is the largest  in  terms  of  viewership. 
Regional  channels  accounted for approximately 33% of the all  India  CS4+ 
television viewership, with Bengali and Marathi channels gaining viewership 
along  with  the South Indian channels. Regional advertising  markets  have 
grown  at a higher rate than the national market, registering a  growth  of 
15% percent in 2011. (Source: FICCI KPMG Report 2012). They appear to  have 
been  more  insulated  from the current  economic  slowdown  than  national 
channels. Digitization will also open up avenues for broadcasters to launch 
subscription  driven,  specialty  channels in India  and  also  provide  an 
opportunity  to insert localized content and advertising, translating  into 
premium  advertisement  rates. Growth in the number of niche  and  regional 
channels  will have an inclusive and expansionary impact on the  television 
sector.  The  emergence  of  targeted  and  focused  channels  will   allow 
advertisers  to  derive maximized value and at the same time  increase  the 
participation  of  local and regional advertisers,  thus  impacting  sector 
revenue growth.

+  Potential in HD and premium viewing:

Buoyed by increasing LCD and Plasma TV sales, expected to grow at a CAGR of 
22%  over 2011 to 15, broadcasters and DTH players have expanded  their  HD 
offerings  this  year.  With an increasing uptake  of  affordable  HD  TVs, 
consumers  may be willing to pay a premium for a better viewing  experience 
on  these  television  sets.  While HD  penetration  amongst  the  existing 
subscribers  is  low,  this is expected  to  increase  significantly  going 
forward.  The  demand  for HD channels amongst consumers  has  gone  beyond 
specific events, sports and movies.

+  Increasing penetration of TV`s and C&S homes:

Even  today,  a  large number of Indian households do not  have  access  to 
television, especially in the rural areas. With strengthening distribution, 
easing  of  hardware  prices and growing awareness  levels,  the  country`s 
television  footprint  is  set  to expand further.  With  the  increase  in 
consumption  power, many households are now opting for multiple  television 
sets expanding the market further. Environmental factors such as increasing 
access  to  electricity  (especially  in rural  areas)  and  the  continued 
delivery of quality content are further enablers of greater penetration  in 
the Indian television industry.

+  Emergence of multi-screen TV content consumption:

Indian  consumers  are beginning to consume television  content  on  non-TV 

devices  like  smart-phones,  tablets, and  personal  computers.  India  is 
reported  to have a subscriber base of one million active users  of  mobile 
TV, while six million active subscribers have access to 3G services.

Key risks & challenges for the Indian Television Industry5:

+  Implementation of the mandatory digitisation regime:

While  digitisation  has been planned in a phased  manner,  its  successful 
implementation  is  critical  for the long term growth  of  the  television 
industry. All Industry stakeholders will need to ensure that issues ranging 
from  infrastructural  (Availability of boxes, customer  support  etc)  and 
funding  to customer education are addressed strongly in  every  successive 
phase, starting with the first phase in metro cities.

+  Advertising Environment risks:

As  an  industry,  the  television sector  continues  to  be  substantially 
dependent  on  advertising revenues. However, these revenues  are  in  turn 
strongly  linked  to changing economic sentiment and thus run the  risk  of 
volatility.  In  recent times, due to the domestic environment  and  global 
pressures, advertising growth has been muted considerably.

+  Competition from other media:

Owing  to multiple factors, including the mass nature of  television,  some 
proportion  of advertising revenue is also moving away and into media  such 
as internet, mobile and radio which are relatively cheaper, more measurable 
and have greater local connect.

+  Content costs for channels:

As  a result of the clutter and competitive pressures in the market,  there 
has been a high degree of volatility in content costs which is a cause  for 
concern.

+  Regulation:

The  Indian broadcast industry is heavily regulated across a  multitude  of 
areas  including  distribution,  taxation etc. Policy changes  can  have  a 
material impact on the economic and strategic direction of the Industry.

The Indian Digital Media Industry6:

New media continued its growth trajectory in 2011, with estimated growth in 
advertising  revenues  in  excess  of 40% over  last  year.  Coming  in  at 
approximately INR 15.4 billion in revenue in 2011, digital adspend  reached 
approximately   5  percent  of  total  media  and  entertainment   industry 
advertising  revenue. This share is expected to continue to grow  over  the 
coming  years,  driven  by  significantly higher  growth  rates  in  online 
advertising spend compared to traditional media. (Source: FICCI KPMG Report 
2012). The digital media ecosystem in India is evolving rapidly.  Continued 
growth in internet penetration and access to mobile devices is expected  to 
drive  consumption.  This will further drive adoption  by  advertisers  and 
developments  in the payment ecosystem to facilitate  better  monetization, 
and hence revenue growth.

+  Mobile connectivity will drive the next phase of growth:

The next phase of growth in Internet usage will largely be driven by mobile 
and  wireless connections. The number of internet connections in India  was 
estimated to be approximately 88 million in 2011 and is expected to grow to 
over  400  million by 2016. By then, wireless connections are  expected  to 
constitute  about  90 percent of all internet connections.  The  number  of 
broadband  wireline  connections are expected to grow 25  percent  annually 
from 14 million today to 43 million by 2016.

+  Smartphones and tablets will drive online media consumption:

A  large  number of these mobile internet users will  access  the  internet 
using  smart  phones and tablets and will have access to a  wide  range  of 
content online. In 2011, there were about 10 million internet enabled smart 
phones  in India. The balance mobile internet users accessed  content  over 
feature phones. Annual shipments of smart phones are expected to reach  301 
million by 2015. Using these estimates, the installed internet enable smart 
phones could reach approximately 264 million by 2016.

+  Online advertising:

Today, the primary means of monetization in the digital world continues  to 
be  advertising.  As  mentioned earlier, the online  ad  market  (excluding 
mobile) in India stands at about INR 14 billion currently, and is  expected 
to  grow  at  a  30 percent CAGR to reach INR 57  billion  in  2016  Mobile 
advertising  currently accounts for a small share of the market,  estimated 
at  INR  1 billion but is expected to grow significantly  over  the  coming 
years.

+  Video:

India  saw a growth of 21 percent in unique viewers across video  sites  in 
India  from  2010 to 2011. Not only are the number of users  increasing  on 
video sites, they are spending more time watching videos online. In  India, 
television  viewers  spend an average of 77 hours a month watching  TV.  In 
comparison,  users  in India spent 7.6 hours per user  per  month  watching 
videos online in 2011 compared to 4.8 hours per viewer per month in 2010.

+  Social networking:

Social  networking  sites  reached  95 percent of  the  web  audience,  and 
accounted  for 24 percent of time spent online in India in  December  2011. 
Multiple  features  like mail, instant messaging, music, videos  and  games 
contribute to the stickiness of social networks causing a significant  jump 
of over 20 percent in the user base from December 2010 to December 2011.

Other digital trends include stronger opportunities in areas such as online 
classifieds, vernacular internet and search.

+  E-Commerce:

India`s  e-commerce market is slated for an accelerated growth to  build  a 
full-fledged  e-consumption economy. In the next five years i.e.  by  2016, 
India`s  e-tail  market  is expected to be over USD12bn  from  the  current 
USD590mn  (2011).  This would still imply less than 2%  of  overall  retail 
sales and 3.5% of per capita income of every transacting user. In this  non 
travel segment, categories such as apparels and lifestyle products,  books, 
consumer  electronics and computer hardware, software and  peripherals  are 
likely  to  be major revenue grossers. The growth of this  market  will  be 
driven  by: 1) An increase in online transacting users, 2) Shift in  buying 
patterns  i.e.  online consumption driven by mass marketing  by  e-commerce 
players,  3) Online adoption by traditional brick-and-mortar retailers  and 
4) Developing trust for online shopping.

Though  the non travelling market is rising, its growth is not as  fast  as 
the  travel industry`s growth. However, as there has been a surge in  multi 
product e-commerce portals that provide goods and services in a variety  of 
categories, growth in this segment is set to accelerate. Today, the  Indian 
online user is spending much more time online and is involved in  different 
activities  compared to a year back indicating the changing  usage  pattern 
and  online  activity. As secure payment interfaces are  provided  by  most 
websites  coupled  with the ease of online purchase, the number  of  online 
transactions  has picked up significantly. A combination of  customer  pull 
and business push factors is clearly driving the increase in the number  of 
the transacting users online. In addition to this, the key tipping point in 
Indian  e-commerce has been the Cash-On-Delivery mode of payment.  (Source: 
India Internet Report, Dec 2011, Edelweiss)

Key risks & challenges for the Indian Digital & E-Commerce Industry:

+  Mass access to the Internet, Strengthening of infrastructure:

With  approximately  100  million internet users,  there`s  a  considerable 
opportunity  for  growth in this audience base in the future.  However,  in 
order  to  achieve  this,  deployment of  broadband  on  a  mass-scale  and 
inexpensive access to data services will be critical. Availability of power 
supply, mobile connectivity, tariffs, hardware and device prices are  other 
infrastructural  factors  that will impact growth in digital media  in  the 
country.

+  Localisation of content and services:

Growth  in new media is inextricably linked to the localisation of  content 
and  services. Publishers, e-commerce players and service industry  players 
are focused on developing an ecosystem of such offerings, the acceptance of 
which will drive the rate at which digital media option occurs in India.

+  Piracy7:

Digital  piracy  remains a major threat to the monetization of  content  on 
digital  platforms.  Digital  piracy  has  long  impacted  music,  and   is 
increasingly becoming a problem in other sectors:

* Globally, India ranks 4th in terms of illegal movie downloads.

*  Academic  book  piracy has been a major concern for  years.  It  is  now 
beginning to impact the consumer books sector as well. The relatively small 
file  size  of digital books and with no clear  digital  rights  management 
(DRM) standards makes piracy relatively easy in this sector.

*  Console/PC gaming companies estimate software sales of pirated games  to 
be at least as large as the legitimate markets in volume terms.

Piracy  is  not  new  to this industry;  however,  the  advent  of  digital 
technologies has resulted in making piracy a lot more widespread. There are 
several  anti  piracy tools at the disposal of companies.  Besides  working 
with enforcement agencies and educating consumers on the impact of  piracy, 
the  industry also needs to evolve strategies that involve  development  of 
quality  content  suited to the medium available  online  with  appropriate 
security  measures. Historically, it is the strength of this  content  that 
has determined success in this industry, this is likely to hold true in the 
digital world.

+ Security and Payments eco-system:

The  rise  of  a  `digital economy`  is  fundamentally  contingent  on  the 
robustness  of  the online payments infrastructure in the country.  The  e-
commerce  industry, which has largely been dominated by the travel  segment 
so  far,  will  be  the primary beneficiary of this trend  as  use  of  net 
banking,  credit  cards and wire transfers increases  over  time.  However, 
strong  risk  management measures including data  theft  and  anti-phishing 
controls,  e-transaction  support and security  processes,  m-commerce  and 
strong  regulatory oversight will be necessary for this to be a truly  mass 
phenomenon in the country.

+ Driving advertiser acceptance:

The Indian new media industry, especially web publishing, has shown  strong 
growth  in  recent years especially with rise in social networking  and  e-
commerce. This growth has been evident both in traffic as well as  revenues 
for  the industry. However, TV and Print continue to be the mass  media  of 
choice  in  India given the relatively limited reach of the  internet.  New 
media  players  will need to capitalise further on  the  measurability  and 
interactivity  of  the internet, in order to garner a great  share  of  the 
advertising spends in India.

The Indian Film Industry8:

The  Indian  film  industry  was estimated to be INR  93  Billion  in  2011 
indicating a growth of 11.5 percent vis-a-vis 2010.Quality content combined 
with  the revival of Hindi films with mass connect improved  the  occupancy 
rates which in-turn increased domestic box-office collections.  Competitive 
bidding  by  broadcasters  for large budget films resulted  in  26  percent 
growth  of  cable and satellite rights. Albeit on a small  base,  ancillary 
revenues such as licensing and merchandising, in-cinema advertising and pay 
per  view  also displayed strong growth in 2011. With several  high  budget 
Hindi  releases lined up across the year, 2012 is expected to  sustain  the 
growth momentum witnessed in 2011. The Indian film industry is projected to 
grow  at  a  CAGR of 10.1 percent to touch INR 150  Billion  in  2016.  The 
industry  expects domestic theatrical revenues to continue  dominating  the 
overall  pie.  However, C&S rights and overseas  theatricals  revenues  are 
expected  to  increase  their  share. Strong  marketing  of  films  in  the 
International  market  could  further accelerate  the  growth  of  overseas 
theatricals revenue.

Size of Indian          2007    2008   2009     2010      2011         CAGR 
Industry Flim                                                     (2007-11) 
Industry       
(INR Bn)                                       

Domestic Theatrical     71.5    80.2   68.5       62      68.8        -1.0% 

Overseas Theatrical      8.7     9.8    6.8      6.6       6.9        -5.5% 

Home Video               3.3     3.8    4.3      2.3         2       -12.0% 

Cable & Satellite
Rights                   6.2     7.1    6.3      8.3      10.5        14.0% 

Ancillary Revenue
Streams                  2.9     3.5    3.5      4.1       4.7        12.3% 

Total Industry Size     92.7   104.4   89.3     83.3      92.9         0.1% 

Size of Indian           2012P     2013P   2014P   2015P   2016P       CAGR 
Industry Flim                                                     (2010-15)
Industry       
(INR Bn)                

Domestic Theatrical       73.5      80.2      88    97.2     108       9.4%

Overseas Theatrical        7.5       8.3     9.2    10.2    11.5      10.5%

Home Video                 1.7       1.4     1.2       1     0.9     -15.0%

Cable & Satellite
Rights                      12      13.7    15.6    17.8    20.3      14.2% 

Ancillary Revenue
Streams                    5.4       6.2     7.2     8.3     9.6      15.4%

Total Industry Size        100     109.7   121.1   134.5   150.3      10.1%

Source: KPMG in India analysis and industry interviews 

Key risks & challenges for the Indian Film Industry9

+ Reliance on Theatrical revenues:

While  non-theatrical  revenue streams, especially cable &  satellite,  are 
showing strong signs of growth for the industry, the industry`s reliance on 
pure  theatrical  revenues  continues  to be  very  high.  Considering  the 
inherent   discontinuous  nature  of  the  film  business   and   competing 
entertainment  choices available to consumers, theatrical revenues  can  be 
highly volatile. In context of growing competition, costs of production and 
marketing,  it`s critical that appropriate risk mitigation  strategies  are 
adopted to manage the theatrical volatility.

+ Release schedules:

Typically, any given week during the rest of the year has about three Hindi 
releases,  one  regional  release, one Hollywood  release  and  some  films 
running  from previous weeks. As a result at any point in time  about  7-10 
films are jostling for screen space. With all three major festival weekends 
of  Diwali, Id and Christmas falling in the last quarter of the  year,  the 
industry continues to have a large share of big budget releases during this 
period.  All  three top grossing films in last year were released  in  this 
period.  Given  the volatile supply levels in the Industry,  apart  from  a 
variety  of other entertainment options available to consumers,  scheduling 
has  become a critical determinant of box office viability and there are  a 
multitude of factors that can impact this process.

+ Tax rationalisation critical:

With  theatre viewing limited to 3-5 percent of the Indian population,  the 
film  industry stands to gain immensely by increasing the overall  size  of 
the addressable market. Firstly, India is a severely under-screened  market 
(12   compared   to   31,   81  and  131   in   China,   Europe   and   USA 
respectively).Though  there  have  been recent  attempts  to  improve  this 
scenario,  the  process  is  capital  and  time  intensive  and  return  on 
investment  cycles may drag on with higher real estate prices and  stagnant 
occupancy rates. There is a lack of standardization across the country with 
entertainment  being a state subject. Rationalization of the tax  structure 
across  the  country may increase the total pie of cinema  going  audience, 
avoid  distortion in theatre density and support the overall growth of  the 
film  industry  especially for national theater chains and  pan-India  film 
production houses.

+ Lack of quality shooting infrastructure:

Despite being a huge film-producing nation, there are only four major  film 
cities  in  the country which are located at Mumbai, Hyderabad,  Noida  and 
Chennai.  A  rapid  growth in broadcast and  advertising  requirements  has 
exerted  strong pressure on each of these cities. Though there is  a  clear 
potential  for  absorbing additional floor space, high real  estate  prices 
have made this option increasingly difficult.

The Indian Publishing Industry10:

In  the calendar year 2011, the INR 209 billion print industry grew by  8.4 
percent from INR 193 billion in 2010. The growth in advertisement  revenues 
has  been  at  a CAGR of 8.7 percent,  whereas  circulation  revenues  have 
displayed  a CAGR of 3.7 percent between 2007 and 2011.  The  advertisement 
revenues continued to be the main source of revenue for the print industry, 
contributing 67 percent to industry`s revenues.

The magazine industry was valued at INR 13 billion in 2011. Some of the key 
trends observed in the magazine space include:

+  Entry  of  international  titles: With the easing  of  entry  norms  for 
international  magazines,  foreign  publishers  are  entering  the   Indian 
magazine market, which has expanded despite the global economic  recession. 

This  trend  has been most visible in the premium segment of  the  magazine 
market.

+ Strengthening of cover prices: Most publishing groups increased the cover 
prices  of  their  magazines. The trend is more  dominant  in  the  English 
language category than in any other language.

+  Diversification of revenue lines: Till recently, a majority of  magazine 
revenues  were  generated  from  advertising.  However,  the  industry   is 
observing magazine players moving towards alternate revenue sources such as 
events,  activations, online lead generation and digital  media  platforms. 
The  last  year saw expansion of niche category magazines in  the  regional 
markets.

Key risks & challenges for the Indian Publishing Industry11:

+ Scaling operating costs:

Managing  volatility  in  key  operating  costs  such  as  printing  &  raw 
materials,  distribution, marketing is key for the industry, both from  the 
perspective of dailies and magazines.

+ Digital frontier:

With  the  spurt  of  technological  advances,  the  channels  of  consumer 
engagement are rapidly evolving. While Internet penetration is still low in 
India  (2 percent) as compared to the mature markets such as Hong Kong  (41 
percent),  France  (35 percent), US (29 percent), etc., the next  phase  of 
technological  progress  is stimulating the industry. As  broadband,  smart 
phones and tablets proliferate, the print medium, must prepare to meet this 
challenge  head  on.  The future of the  industry  depends  on  effectively 
exploiting  the  digital  opportunity as well as  improving  efficiency  by 
employing innovative business models.

+ Advertiser proposition:

With  rapid  evolution in the media choices and consumption  patterns,  the 
publishing  industry  will  need to re-examine  its  proposition  from  the 
advertiser  perspective. Apart from a new media presence, delivery  of  360 
degree solutions to clients will be critical in the future including  areas 
such  as  events,  brand  activation etc  which  are  focused  on  specific 
communities and interest groups.

+ Talent:

The  industry will need to attract editorial and production talent that  is 
multi-media ready and can manage a `digital newsroom` environment.

BUSINESS OVERVIEW:

We  are  a leading media and entertainment company in  India,  reaching  an 
average  of  approximately  192.2 million television viewers  in  the  last 
calendar  year (Source: TAM; Cs 4+ yrs; Market All India, All day parts,  1 
Jan `11 to 31 Dec `11) and an average of 30.8 million digital unique  users 
each  month  globally  in  the year  ended  December  31st,  2011  (Source: 
ComScore). We have interests in television, internet, filmed entertainment, 
e-commerce,  magazines, mobile content and allied businesses. We  broadcast 
television  channels  across genres such as general  news,  business  news, 
Hindi  general entertainment, kids, youth, English  entertainment,  factual 
entertainment  and  teleshopping,  primarily  in  English,  Hindi  and  key 
regional languages. We entered the Internet industry in June 2000 and  have 
since  established  a  number of digital  and  mobile  properties  offering 
digital  content  and  e-commerce,  including  home  shopping  and   online 
ticketing.  We  also  publish  special  interest  business-to-consumer  and 
business-to-business  magazines and have a presence in film production  and 
distribution. We also are present in service areas such as events and sport 
management and financial data terminals.

Through  our subsidiary TV18 Broadcast, we operate one of  India`s  leading 
television  broadcasting and distribution assets. We operate business  news 
channels  CNBC-TV18,  CNBC  Awaaz & CNBC-TV18 Prime  HD  and  general  news 
channels  -  CNN-IBN,  IBN7, and IBN-Lokmat, one  of  the  leading  Marathi 
regional   news  channels  in  partnership  with  the  Lokmat  group.   Our 
subsidiary,  TV18 Broadcast also operates general entertainment channels  - 
Colors, Colors HD,MTV, VH1, Nick, Sonic,Comedy Central (through Viacom18, a 
joint  venture  with  Viacom  Inc)  and  a  factual  entertainment  channel 
HistoryTV18   (through  A+E  Networks|TV18,  a  joint  venture   with   A+E 
Networks).We also operate a filmed entertainment business through  Viacom18 
Motion  Pictures.  Our news and entertainment segments are engaged  in  the 
programming,  production  and broadcasting of business  and  general  news, 
general  entertainment,  kids, music, factual  entertainment,  teleshopping 
television channels and the acquisition, production, syndication, marketing 
and distribution of films.

Our  digital  and  e-commerce segment offers a collection  of  digital  and 
mobile  properties  catering  to a wide range of  interests  and  services, 
including  news,  music  and entertainment,  markets  and  finance,  social 
networking,  consumer  information,  local  search,  online  shopping   and 
ticketing, and mobile phone services and applications. We operate  digital, 
publishing and e-commerce assets including one of India`s largest  internet 
players,  Web18 which houses the country`s leading web  content  properties 
such  as moneycontrol.com, ibnlive.com, in.com and firstpost.com.  We  also 
operate  one  of  the  leading  e-commerce  properties  -  HomeShop18   and 
bookmyshow.com, and publish Forbes India, India`s first local edition of  a 
foreign  news  magazine  title  and one of  the  world`s  most  influential 
business  brands,  in  collaboration with Forbes  Media.  In  addition,  we 
operate Newswire18, one of the leading real time financial information  and 
news  terminal  services,  and Network18 Publishing,  one  of  the  leading 
players  in  the  special  interest publishing space as  well  as  E18  and 
Sport18, our events and sports management and marketing ventures. According 
to Comscore, we are one of the most popular Indian digital media  companies 
on  a worldwide basis (Source: Comscore Dec 2011) attracting an average  of 
approximately 30.8 million unique visitors globally per month for the  year 
ended  December  31st,  2011. Unique visitors to our  sites  grew  to  27.4 
million  in December 2011, and in the period ended December 31st, 2011,  we 
recorded  over  92.3  million  total visits  to  our  sites,  according  to 
Comscore.  HomeShop18  is India`s most popular  India-based  home  shopping 
network with an average market share of 64% amongst 24-hr home shopping  TV 
channels  (Source: TAM, TG: CS 4+, Markets: All India, Time  Period:Wk  33-
53,2011)  and reaching over 11.3 million TV audiences (Source: TAM, TG:  CS 
4+,  Markets: All India, Time Period: 01st January- 07th January `12).  Our 
allied  businesses  segment  primarily  publishes  business  and   consumer 
directories, such as Yellow Pages, and special interest publications,  such 
as  Overdrive, Chip, Forbes India. It also operates  ancillary  businesses, 
including   event  management  and  sports  marketing,  which  we   believe 
complement and provide special support services to our other businesses. We 
hold  significant  investments,  such as those in  Yatra  Online  Inc.,  an 
Internet-based travel booking company.

Financial Performance Summary:

Consolidated revenues for the full year 2011-12 stood at Rs. 1943.1  crores 
on  a  reported basis, a growth 31% over last year.  Consolidated  revenues 
from  our consolidated operations stood at Rs. 1784.9 crores, a  growth  of 
21% over last year.

                    Network18 Consolidated Summary 
                    for Continuing Operations*
                                                       
                    All figures in INR crores               FY12       FY11

Revenues                                                  1784.9     1477.9

                    News                                   629.4      566.1

                    Entertainment                          635.1      549.2

                    Digital Content and eCommerce          233.8      198.2

                    Allied Businesses                      474.5      295.7

                    Less: Inter Segmental Revenues       (187.8)    (131.3)

Operating Profit                                         (150.6)       40.2

                    News                                    50.3       74.4

                    Entertainment                           33.3       61.0

                    Digital Content and eCommerce        (126.3)     (51.5)

                    Allied Businesses                    (118.8)     (46.0)

                    Less: Inter Segmental Operating 
                    Profit                                  10.9        2.3

Television Business:

I.  We successfully launched five channels during the year - History  TV18, 
Comedy  Central, Sonic, Colors HD and CNBC TV18 Prime HD. History TV18  has 
emerged as the No. 2 channel in the genre and is challenging the leader.

II.  Our  continuing  operations for  our  television  business  (excluding 
discontinued operations and new launches) continued to perform well in  the 
backdrop  of  an extremely challenging macro-economic environment  for  the 
industry.  Consolidated  revenues from continuing operations stood  at  Rs. 
1251.7  crores,  a growth of 12% over previous year. Our  operating  profit 
from continuing operations stood at Rs. 83.6 crores.

                         TV18 Consolidated Summary for 
                         Continuing Operations*

                         All figures in INR crores          FY12       FY11

Revenues                                                  1251.7     1115.0

                         News                              629.4      566.1

                         Entertainment                     635.1      549.2

                         Less: Inter Segmental Revenues   (12.8)      (0.3)

Operating Profit                                            83.6      135.4

                         News                               50.3       74.4

                         Entertainment                      33.3       61.0

Operating Margin                                              7%        12%

                         News                                 8%        13%

                         Entertainment                        5%        11%

III.  Our  subscription  revenues from our  television  business  stood  at 
Rs.189.9 crores for the full year growing by over 50% over last year.

IV. News and Infotainment:

Our revenues from our news business stood at Rs. 629.4 crores for the  full 
year growing by 11% over last year.

a.  Our Business News Channels - CNBC TV18 and CNBC Awaaz continued  to  be 
market leaders during the year.

b.  Our  General News Operations - CNN IBN, IBN7 and IBN  Lokmat  performed 
particularly  well in a highly competitive market and our revenues for  the 
full year grew by 16%. Our national news operations are now break-even.

                    News Summary

                                                            FY12       FY11

Revenues                                                   629.4      566.1

                    General News                           302.8      260.3

                    Business News                          326.6      305.8

Operating Profit                                            50.3       74.4

                    General News                           (4.3)     (13.6)  

                    Business News                           54.7       88.0

Operating Margin                                              8%        13%

General News                                                 -1%        -5%

Business News                                                17%        29%

c.  History  TV18 was launched in October 2011 and met  with  unprecedented 
success.  It is already the No. 1 in its genre in the six metros, and at  a 
national  No. 2 is challenging the leader. It is available in  9  languages 
now.

V. Entertainment:

Our  revenues from our continuing operations of our entertainment  business 
stood at Rs. 635.1 crores for the full year growing by 16% over last  year. 
Our profits from our continuing operations stood at Rs. 33.3 crores.

a. Colors turned in another steady year in the Hindi GEC space against  the 
backdrop of a highly competitive market environment. The channel  continued 
to  deliver  ratings across programming categories:  Fiction,  Reality  and 
Movies.

b.  MTV  is  a leader in the youth genre. It has  emerged  as  one  India`s 
largest platforms to build and engage youth over various channels.

c.  Nick,  our kids channel and Sonic - the channel for the  action  loving 
generation launched on December 20th 2011 continue to be market leaders  in 
their genre and innovate continuously.

d. The world`s largest comedy channel Comedy Central was launched in  India 
during  the  year  and has been a runaway success - it is  now  the  No.  1 
channel in its genre.

e.  Viacom18  Motion  Pictures had a steady year. We  released  the  highly 
successful and critically acclaimed movie - `Kahaani` and other  successful 
movies like `Pyaar ka Punchnama`, `Shaitan`, etc. during the year.

Digital Content and eCommerce:

Network18 is one of the largest Indian digital media companies in the world 
in terms of unique visitors as per Comscore. Our revenues for the year  for 
the  segment stood at Rs. 233.8 crores, registering a growth of  18%,  over 
the last year on a proforma basis.

                    Digital Content and eCommerce Summary

                    All figures in INR crores               FY12       FY11

Revenues                                                   233.8      198.2

                    Web18  (including  Bookmyshow)          99.4       86.9  

                    HomeShop18                              89.6       71.4  

                    Newswire18                              44.8       39.8

Operating Profit                                         (126.3)     (51.5)

a.  Web18 (Content Operations + Bookmyshow) recorded revenues of  Rs.  99.4 
crores.  Moneycontrol.com  continues  to  grow  rapidly  consolidating  its 
leadership  position.  It had more than 7.8 MM unique  visitors  in  March. 
Ibnlive.in.com  and  firstpost.com continued to provide breaking  news  and 
views  to  digital  audiences and are among the Top10  sites  in  the  news 
category. In.com continued to build on its content offerings.

b.  Bookmyshow.com continued on a strong growth trajectory during the  year 
and is now a profitable operation.

c.  Newswire  18  delivered  revenues  of Rs.  44.8  crores  for  the  year 
registering a growth of 25% over the previous year.

d.  HomeShop18  had  another  great year scaling  rapidly  across  all  key 
operating parameters while delivering `customer service excellence`  across 
touch points. HomeShop18 recorded revenues of Rs. 89.6 crores for the year, 
revenues  grew  at 26% over the previous year. Orders executed  during  the 
year grew by over 126% YOY. www.homeshop18.com continued to exhibit  strong 
growth  momentum  and  launched India`s largest book  store  with  over  10 
million titles.

Allied Businesses:

Our  revenues  for the year from our Allied Businesses stood at  Rs.  474.5 
crores.

a. Forbes India continued to build on its impressive market leadership.  We 
launched Yellow Pages in eBook format which can be downloaded from our site 
www.yellowpages.co.in. Our magazines division continued to grow well.

b. Ask Me - our local search engine was launched in Mumbai during the  year 
and has been received well.

c.  Capital18 investee companies exhibited strong growth momentum over  the 
year and most of the portfolio companies are now break-even or better.

d.  Sport18  and E18 continued to build and innovate  in  their  respective 
niches.

*  The  above  summary  is for continuing  Operations  only  excluding  new 
launches at both Viacom18 and AETN18 and discontinued operations - TIFC and 
Hindi  Movie Channel. One-time losses amounting to Rs. 127.0 crores  during 
the  full year were incurred with respect to our discontinued operations  - 
deferment of the Hindi movie channel and TIFC. Rs. 52.6 crores was incurred 
during  the  year with respect to costs towards our new channels  -  Sonic, 
Comedy  Central  and Colors HD. Only 50% of these losses  at  Viacom18  are 
reported  above.  We also incurred operating losses amounting to  Rs.  48.3 
crores  for the full year FY12 towards the launch costs of our new  channel 
History TV18.

Consolidated segmental numbers are on a proforma basis and not audited.

OUR STRENGTHS:

We believe that we have the following competitive strengths: 

One of India`s leading media and entertainment companies:

We  are one of India`s leading media and entertainment companies,  with  an 
integrated cross-media portfolio that attracts a wide spectrum of  economic 
sections  and demographic groups in India. We hold leadership positions  in 
our  news, entertainment and digital and e-commerce business  segments.  We 
are  one of the leading news networks in India, operating  news  television 
channels: CNBC-TV18, CNN-IBN, IBN7, CNBC Awaaz, IBN-Lokmat, CNBC-TV18 Prime 
HD.  We also operate entertainment television channels: Colors, Colors  HD, 
MTV  India, Vh1, Nick, Sonic, Comedy Central and HistoryTV18. We also  hold 
and  operate  market-leading  digital  and  e-commerce  assets,   including 
moneycontrol.com,  ibnlive.com, firstpost.com, in.com,  homeshop18.com  and 
bookmyshow.com

We  believe  that  the scale of our platform permits  us  to  leverage  our 
existing  media properties through cross-media marketing of our brands  and 
exercise increased bargaining power with our advertisers and other business 
partners. We believe that the reach of our cross-media platform and  strong 
brands  have established us as an important media network for  advertisers, 
and  agencies acting on their behalf, to reach their target audiences.  For 
example,  we  believe  our  English  and  Hindi  language  television  news 
channels,   including   those   affiliated   with   CNBC   and   CNN,   and 
moneycontrol.com enable us to target Indian business leaders, investors and 
affluent Indians, which are attractive audiences for advertisers in India.

As  a  television  network, we reached an average  of  approximately  192.2 
million  television viewers in the last calendar year (Source: TAM;  Cs  4+ 
yrs; Market All India, All day parts, 1 Jan `11 to 31 Dec `11) .  According 
to Comscore, we are one of the most popular Indian digital media  companies 
on  a  worldwide  basis (Source: Comscore Dec  2011)  having  attracted  an 
average  of approximately 30.8 million unique visitors globally  per  month 
for the year ended December 31st, 2011.

Strong portfolio of market-leading brands:

We  have well-established brands across all the key segments we operate  in 
including television, digital and print publishing, e-commerce etc. Colors, 
our  Hindi  general  entertainment television channel, was  among  the  top 
ranking television channels in its genre in terms of viewership with a  20% 
market  share (Source: TAM, Avg. Weekly GRP`s, Period: wk 1 - 53  (Jan-Dec) 
2011,  CS  4+,  HSM) and a 5.12% viewership market  share  amongst  all  TV 
channels  in  the year 2011. (Source: TAM; TG: CS 4+;  Market:  All  India; 
Period: wk 1-53 2011, All Days, 0000-2400 hrs). In the financial year 2011-
2012,  it  was the 2nd ranked television channel in its genre in  terms  of 
viewership  with a 19% market share (Source: TAM, , Period: 1st Apr  `11  - 
31st  Mar `12, CS 4+, HSM) and a 6.8% market share amongst all TV  channels 
in the fiscal year 2011. (Source: TAM; TG: CS 4+; Market: HSM; Period:  1st 
Apr  `11  - 31st Mar `12, All Days, 0000-2400 hrs). In fact, within  a  few 
weeks  of its launch, Colors had become the No.2 GEC in India (Source:  TAM 
CS4+, HSM, September 28-October 11, 2008 GRPs) and within 9 months from its 
launch  it  became India`s No.1 Hindi GEC for the first time  in  the  week 
ended April 11, 2009, (Source: TAM CS4+, HSM, April 5-11, 2009).

CNBC-TV18  and  CNBC  Awaaz, our business news  television  channels,  were 
leaders  in the English and Hindi business news genres with a 57%  combined 
market  share  in  the  year  ended  December  31st,  2011,  according   to 
TAM.(Source:  TAM; TG : CS AB Males 25+, Market: All India (excl  Jharkhand 
0.5mn),  Period: 1st Jan-31st Dec 2011, All Days, 0600-2400 hrs).  CNN-IBN, 
our  general English news television channel, was the market leader in  the 
general English news genre with a market share of approximately 35% in  the 
English  General news genre (Source: TAM Market Share, Market:  All  India, 
Period: Wk 47 `11 - Wk 01 `12, Time Period: 0600-2400, All Days, TG: CS  AB 
Male  15+),  in  the  8 weeks ending Jan 7th, 2012.  We  believe  that  the 
strength  of  our  brands  in the business  and  general  news  genres  has 
benefited  from our brand licensing alliances with CNBC and CNN,  which  we 
believe  provide  us with a competitive advantage in the  India  media  and 
entertainment  industry. Nick, our entertainment television channel in  the 
kids  category, was the market leader in its genre with a market  share  of 
approximately 20% in the year 2011, according to TAM. (Source: TAM  Period: 
Wk 1-53 (Jan-Dec) 2011, 4-14 ABC All India 07:00 - 22:00). In the financial 
year  2011-2012, Nick was a leader in reach with 35% in the  kids  category 
(Source  TAM  4-14 ABC All India 07:00-22:00 Apr`2011-Mar`2012).  MTV,  our 
music  channel,  also was a market leader in its genre with  a  24%  market 
share (Source: TAM Market Share, Period: Wk 1-53 (Jan-Dec) 2011, 15-24  SEC 
ABCD,  HSM 07:00 - 22:00). In the financial year 20112012, MTV  India  with 
23%  market share was the most preferred youth channel in India with a  mix 
of  music & youth content in the youth genre (Source: TAM, Period-  FY2011-
2012 i.e. Apr 2011-Mar 2012, 15-24 SEC AB, HSM, 07:00 -22:00).

According  to Comscore, moneycontrol.com is India`s most popular  non-bank, 
financial  services  portal,  attracting approximately an  average  of  5.1 
million unique visitors per month globally in the year ended December 31st, 
2011,   and  in.com  is  one  of  India`s  leading  India-based  news   and 
entertainment  portal, attracting approximately an average of 25.1  million 
unique  visitors per month globally in the year ended December 31st,  2011. 
HomeShop18  is India`s most popular India-based home shopping network  with 
an  average  market share of 64% amongst 24-hr home  shopping  TV  channels 
(Source: TAM, TG: CS 4+, Markets: All India, Time Period:Wk 33-53,2011) and 
reaching  over 11.3 million TV audiences (Source: TAM, TG: CS 4+,  Markets: 
All  India,  Time Period: 01st January- 07th January  `12).  Our  ticketing 
brand  bookmyshow.com is a leader in the entertainment ticketing  space  in 
the country. It provides online booking for movies, plays, sporting  events 
and shows across India and its services extend to 100 cities across  India. 
As  of  December 31st, 2011, bookmyshow.com had approximately  2.7  million 
registered  users and recorded an average of 2 million unique visitors  per 
month in the year ended December 31st, 2011, according to Google Analytics. 
In  December 2011, bookmyshow.com recorded approximately 5.5 million  total 
visits,  which  represents  growth of 58% from  approximately  3.5  million 
visits in December 2010, according to Comscore. We sold an average of  over 
1,000,000  tickets  per  month on bookmyshow.com in the in  the  last  nine 
months ended December 31, 2011.

We  believe our market-leading brands allow us to cross-promote our  brands 
through  our  television  channels,  digital  and  mobile  properties   and 
publications,   attracting  an  increased  number  of  users  and   greater 
advertising and subscription revenues. Further, based on our reputation and 
market-leading brands, if we choose to enter any other complementary  media 
segments  or genres, we believe we will be able to grow our advertiser  and 
user bases more quickly than many of our competitors. We have invested  in, 
and continue to promote, our brands through a focus on quality content  and 
the use of various promotional and marketing tools.

Experienced management team:

Our management team comprises industry executives with a significant number 
of  years  of  experience in the Indian media  and  entertainment  industry 
across  various functions. For example, our founder and Managing  Director, 
Mr. Raghav Bahl, has been named `Media Person of the Year` by the All India 
Management  Association in 2011 and `Entrepreneur of The Year for  Business 
Transformation`  by Ernst & Young in 2007. Our management`s  expertise  and 
knowledge  of  the  Indian media and entertainment industry  allows  us  to 
create  products  and  platforms in response to  audience  preferences  and 
industry  drivers  and trends. For example, during the past few  years,  we 
successfully  built  and launched HomeShop18, India`s most  popular  India-
based home shopping network with an average market share of 64% amongst 24-
hr  home shopping TV channels (Source: TAM, TG: CS 4+, Markets: All  India, 
Time  Period:Wk  33-53,2011) and reaching over 11.3 million TV audiences 
(Source:  TAM,  TG: CS 4+, Markets: All India, Time Period:  01st  January- 
07th  January 2012). Another example is Colors, our foray into  the  highly 
competitive  Hindi general entertainment genre, which was launched in  July 
2008.Within  a few weeks of its launch, Colors had become the No.2  GEC  in 
India  (Source:  TAM  CS4+, HSM, September 28-October 11,  2008  GRPs)  and 
within  9 months from its launch it became India`s No.1 Hindi GEC  for  the 
first time in the week ended April 11, 2009, (Source: TAM CS4+, HSM,  April 
5-11, 2009).

If we choose to enter a new media segment, or develop a business in one  of 
our existing segments, we believe our management and experienced  editorial 
staff  will  be  well-positioned to successfully  implement  our  strategic 
plans.

Ability to collaborate strategically with global and local media companies:

We  have an established track record of entering into successful  strategic 
alliances  with leading global and Indian media companies. We  have  forged 
alliances  with  several leading global media players including  Viacom  in 
entertainment,  CNN in English general news, CNBC in business news,  Lokmat 
in Marathi regional news, A+E Networks in factual entertainment, and Forbes 
in  publishing.  We believe that we derive substantial  benefits  from  the 
association with our partners and that our partners recognize the value  we 
bring  to  these  ventures which is demonstrated by  their  willingness  to 
collaborate  with  us for extended periods. We believe that  our  alliances 
with  partners  provide  us with  greater  market  visibility,  significant 
synergy  upsides  through sharing of strengths, reputational  benefits  and 
will  assist  us in continuing to build our businesses, both in  India  and 
internationally.

OUR BUSINESS:

We are a leading media and entertainment company in India with interests in 
television,  internet, filmed entertainment, e-commerce, magazines,  mobile 
content and allied businesses. Through our subsidiary `TV18 Broadcast Ltd.` 
[BSE:  532800, NSE: TV18BRDCST], the group operates news channels  -  CNBC-
TV18,  CNBC-TV18  Prime HD, CNBC Awaaz, CNN-IBN, IBN-7  and  IBN-Lokmat  (a 
Marathi  regional news channel in partnership with the Lokmat group).  TV18 
also operates a joint venture with Viacom, called Viacom18, which houses  a 
portfolio  of  popular  entertainment channels - Colors,  Colors  HD,  MTV, 
SONIC,  Comedy  Central, VH1 and Nick - and Viacom18 Motion  Pictures,  the 
group`s  filmed  entertainment  business. TV18 has also  forayed  into  the 
Indian  factual  entertainment  space through A+E Networks  |  TV18  (Joint 
venture  between  A+E  Networks and TV18  Broadcast),  which  has  recently 
launched   a  new  channel  -  HistoryTV18.  Through  `Network18  Media   & 
Investments  Ltd.`  [BSE: 532798, NSE: Network18], the group  operates  its 
digital,  publishing  and  e-commerce  assets  including  moneycontrol.com, 
ibnlive.com, in.com and firstpost.com. `Network18` also operates e-commerce 
properties  like HomeShop18 and bookmyshow.com and publishes Forbes  India, 
the  nation`s first local edition of a foreign news magazine title and  one 
of  the  world`s most influential business brands,  in  collaboration  with 
Forbes  Media.  In  addition,  through  `Network18`,  the  group   operates 
Newswire18,  providing  real time financial information and  news  terminal 
services,  and  Network18  Publishing, a player  in  the  special  interest 
publishing  space as well as E18, the group`s event management venture  and 
Sport18,  its  sports  management and marketing  venture.  `Network18`  has 
investments in Yatra, DEN Networks and other Capital18 portfolio companies.

TELEVISION BROADCASTING:

We  have  television channels in news and entertainment  genres,  including 
general  news,  business news, Hindi general entertainment,  kids,  factual 
entertainment,  youth,  English  &  factual  entertainment  genres  and   1 
additional  24-hr home shopping channel. Our TV Network reached an  average 
of approximately 192.2 million television viewers in the last calendar year 
(Source:  TAM; Cs 4+ yrs; Market All India, All day parts, 1 Jan `11 to  31 
Dec `11)

NEWS:

We  operate one of India`s leading television news networks.  Our  business 
news channels are CNBC-TV18, CNBC Awaaz, CNBC-TV18 Prime HD and our general 
news  channels  are  CNN-IBN,  IBN7 and IBN-Lokmat.  Our  long  term  brand 
licensing  arrangements  with CNBC and CNN have helped  us  strengthen  our 
brand  recall with Indian audiences. We believe that our  strong  branding, 
local  programming, award-winning journalists and national  news  gathering 
infrastructure have established us as one of India`s respected and credible 
news  networks. Our guiding editorial philosophy is to provide coverage  of 
both Indian and global news with a balanced perspective, in-depth  analysis 
of  critical  issues and investigative reports in  compelling  presentation 
formats.

Business News:

CNBC-TV18 & CNBC Awaaz are pioneers of business news broadcasting in  India 
and  have  been acclaimed as leaders in the business news genre  on  Indian 
Television.  The Network18 Group launched its business news  operations  in 
India  with the launch of CNBC-TV18 in December 1999. In January 2005,  the 
reach  was  expanded into Hindi-language business news with the  launch  of 
CNBC  Awaaz.  CNBC-TV18  and  CNBC  Awaaz,  our  business  news  television 
channels, were leaders in the English and Hindi business news genres with a 
57% combined market share in the year ended December 31st, 2011,  according 
to  TAM.(Source:  TAM;  TG  : CS AB Males  25+,  Market:  All  India  (excl 
Jharkhand 0.5mn), Period: 1st Jan-31st Dec 2011, All Days, 0600-2400  hrs). 
The  majority of our business news programming is researched, produced  and 
edited  by  our  local editorial teams and in-house  studios,  although  we 
supplement  this  programming  with  CNBC`s  global  content  through   our 
agreement with CNBC-AP.

The audience for CNBC-TV18 and CNBC Awaaz is highly diversified  comprising 
of  key groups such as business leaders, professionals,  retail  investors, 
brokers and traders, intermediaries, self employed professionals, high  net 
worth individuals, students and even homemakers.

We believe CNBC-TV18 and CNBC Awaaz attract a considerable level of out-of-
home viewership, particularly in corporate offices, public marketplaces and 
other  business areas. Thus, we believe that our viewership in the  English 
and  Hindi business news genres is higher than the viewership  reported  by 
TAM,  which measures only in-home viewership. As evidence of this  and  the 
reach  of  these  channels  to affluent  business  leaders  in  India,  the 
advertising  power  ratios  of our business news  television  channels  are 
higher  than  those of our entertainment television channels.  Amongst  all 
television genres, English General News and English business news enjoy the 
highest power ratios (ad revenue percentage to viewership percentage ratio) 
of  8.95  and 8.06 respectively as per FICCI KPMG Frames Report  2011.  Our 
channels,  due to their leadership, command a significant proportion of  ad 
revenues in their respective genres.

CNBC-TV18:  CNBC-TV18  is  India`s  No.1  English  language  business  news 
television  channel  in terms of viewership, with 49% market share  in  the 
English business news genre (Source: TAM, Period: 1st Jan-31st Dec 2011, TG 
: CS AB Males 25+, All India (excl Jharkhand 0.5mn), 0600-2400 hrs). It  is 
a  pay channel targeted at English speaking consumers, investors,  business 
leaders and other professionals and provides 24-hour coverage of  corporate 
news, financial markets, industry news and expert perspectives on investing 
and  management. CNBC-TV18 also airs programs that focus on  the  economic, 
governmental and cultural drivers that shape business in India. We  operate 
this  channel  through an agreement with CNBC that gives  us  non-exclusive 
rights to distribute, re-transmit and exhibit, whether directly or  through 
third   party  distributors,  CNBC  content  within  India.  CNBC-TV18   is 
integrated across digital platforms and also provides news headlines,  live 
streaming  video  feeds and financial market information via  its  website, 
moneycontrol.com,  and  mobile applications. CNBC-TV18 hosts  a  number  of 
industry  benchmark  awards, such as the `India  Business  Leader  Awards`, 
`Emerging  India Awards`, `CFO Awards` to recognize excellence in  business 
leadership.  Some  of  the popular programs on  CNBC-TV18  include  `Bazaar 
Morning  Call`, our daily market opening show, and `India  Business  Hour`, 
which is a recap of the day`s key business news. We also broadcast targeted 
special  interest  programs,  such  as  `Young  Turks`,  a  show  on  young 
entrepreneurs  and  achievers, `Storyboard`, an advertising  and  marketing 
program,  `Indianomics`,  a weekly program on India`s place in  the  global 
economy,  `The  Firm`,  a weekly show on  corporate  law,  `Overdrive`,  an 
automobile  program,  and  `Tech Toyz`, a  weekly  program  showcasing  new 
consumer  gadgets  and technology. Over the years, CNBC-TV18  has  received 
numerous awards including:

-  Across the years, multiple `Best Business Channel` citations  for  CNBC-
TV18  at leading forums like the Indian Television Academy  Awards,  Indian 
Telly Awards, News Television Awards (NT Awards).

-  Awards  for CNBC-TV18`s leading programs such as  `Young  Turks`  (`Best 
Business  Talk Show`, NT Awards 2007 & 2008), `India Business Hour`  (Daily 
primetime news cast, NT Awards 2010), `What`s Hot`( `Best Talk Show on News 
&  Current Affairs` 2005), `Tech Toyz` (Technology show, NT  Awards  2010), 
`Storyboard`   (`Best  Business  News  Show  English`,  NT  Awards   2007), 
`Overdrive` (`Auto show`, NT Awards 2010)

-  Awards for CNBC-TV18`s leading journalists like Udayan Mukherjee  (`Best 
Business  News  Anchor`,  NT  Awards 2007,  2010  &  2011,  Ramnath  Goenka 
Journalist of the Year(Broadcast) 2012 )

-  CNBC-TV18 has been rated as `India`s No.1 English News Channel`  by  the 
Exchange4media `Pitch Brandometer Survey` 2009 & 2010

-  Awards  for  numerous  channel promos and  creative  work  at  acclaimed 
platforms such as Rapa, Promax & Promax BDA, News Television Awards.

CNBC  Awaaz:  CNBC  Awaaz is India`s No.1 Hindi  business  news  television 
channel in terms of viewership, leading with 65% market share in the  Hindi 
business news genre (Source: TAM, Period: 1st Jan-31st Dec 2011, TG : CS AB 
Males 25+, HSM (excl Jharkhand 0.5mn), 0600-2400 hrs). CNBC Awaaz is a  pay 
channel  aimed at Hindi speaking consumers, retail investors  and  business 
people  and  provides 24-hour coverage of subjects such as  stock  markets, 
mutual funds and commodities. It also offers a variety of personal  finance 
programs  covering  topics  such as financial  literacy,  shopping  trends, 
service  and  product launches and personal taxation.  Among  CNBC  Awaaz`s 
popular  programs  are `Stock 20-20`, a pre markets opening show,  `Aaj  Ka 
Karobaar`  a  daily evening program and leading feature  shows  like  `Tech 
Guru`, `Property Guru`.

* `Numero Uno Business Channel` (NT Awards 2008)

*  Awards  for programming such as `Pehla Sauda  (`Live  telecast  show`,NT 
Awards  2010),`Awaaz  Entrepreneur` (`Business Features  Show`,  NT  Awards 
2010), `Tax Guru` (`Best Business Talk Show`, NT Awards 2009), `Kaun Rahega 
Crorepati` (`Best Business Talk Show`,NT Awards 2008) etc

General News:

We operate 3 general news channels, namely CNN-IBN, IBN7 and IBN-Lokmat (In 
partnership  with Lokmat Group). Through the `IBN Network` of  general  and 
regional channels, we have established a strong presence in English,  Hindi 
and  regional news categories in the country. In the last few  years,  CNN-
IBN, IBN 7 and IBN-Lokmat have come to represent a new credo in  journalism 
epitomized  by  the values of `Whatever it takes` and  enlightened  citizen 
activism.

CNN-IBN:  CNN-IBN was launched in December 2005 as a 24-hour  English  news 
channel  in  India  and has since become one  of  India`s  leading  English 
language  news and current affairs channels, capturing a genre leading  35% 
market  share (Source: TAM Market Share, Market: All India, Period:  Wk  47 
`11  - Wk 01 `12, Time Period: 0600-2400, All Days, TG: CS AB 15+).It is  a 
pay  channel that provides 24-hour coverage of national  and  international 
news  relating  to  politics, business and financial  affairs,  sports  and 
entertainment.   CNN-IBN,  we  believe,  is  regarded  for  its   editorial 
integrity, high production standards and unbiased, issue based coverage  of 
news  and  current  affairs. The channel has  transcended  television,  and 
reaches  its viewers through various other media like Internet, mobile  and 
voice. Among CNN-IBN`s popular programs are `India at 9`, `Face the Nation` 
and  `Good Evening India`, our daily primetime news programs. CNN-IBN  also 
pioneered  the concept of inclusive journalism in India with  its  program, 
Citizen Journalist and airs various news-driven specials from time to time. 
CNN-IBN is also integrated with the digital media businesses of  Network18. 
Audiences  can  watch  live streaming video feeds,  access  our  live  news 
updates and connect and interact with our news editors through our  website 
www.ibnlive.com,   our   mobile  applications  and   various   communities. 
Ibnlive.com  provides  streaming  video  feeds,  downloadable  tickers  and 
breaking news alerts on cell phones.

Key Awards for CNN-IBN:

- Across the years, multiple `Best English News Channel` awards for CNN IBN 
at  leading forums like the Indian Television Academy Awards, Indian  Telly 
Awards, News Television Awards (NT Awards)

-  Multiple Awards for Rajdeep Sardesai, Editor-in-chief for  IBN  channels 
and other leading journalists

o    Rajdeep Sardesai: `Best News Anchor`, ITA Awards (2006 to 2011),  News 
Television  Award  (2007,2008,2010,2011),  Ramnath  Goenka  Excellence   in 
Journalism award (2006-2007)

o     Karan  Thapar: Asian Television Awards (2007,2010),  News  Television 
Award 2011, Indian News Broadcasting Awards (2008)

-  Awards for CNN IBN`s leading programs such as `Citizen Journalist  Show` 
(Asian  Television  Awards 2010, 2011, Indian  Television  Academy  Awards, 
Indian  Telly Awards 2006,) `India at 9` (Asian Television Award  2010,  NT 
Awards 2007), `Secret Kitchen` (Best cookery show Indian Television  Awards 
2008,2011), `State of the Nation` (NT Awards 2008,Indian Telly Awards 2006)

IBN7:  IBN7,  launched in March 2005, is a 24-hour Hindi  language  general 
news television channel. IBN-7 is emerging as one of the leading Hindi news 
channels in the country leading peers such as Zee News, News24, NDTV  India 
in  the Hindi general news genre with a market share of 9.71% (Source:  TAM 
Channel Share, Market: HSM, Period: Wk 47 `11 - Wk 01 `12, Time  Band:0600-
2400, TG: CS Male 25+ yrs). IBN7 provides 24-hour coverage of national  and 
international  news relating to politics, business and  financial  affairs, 
sports and entertainment. IBN7 also provides its news broadcasts; streaming 
video  feeds,  downloadable  stock tickers and  breaking  news  alerts  for 
cellular phones via its website, khabar.ibn.in.com. Key IBN7 Awards:

-  Multiple  Awards for IBN7`s leading program `Zindagi Live`  (`Best  News 
Talk  Show`,  NT Awards 2008, 2009,2010), Indian  News  Broadcasting  Award 
(2010), Indian Television Awards (2010), Laadli Award (2009 & 2010)

-  Awards  for  numerous  channel promos and  creative  work  at  acclaimed 
platforms such as Promax & Promax BDA, Indian News Broadcasting Awards.

IBN-Lokmat:  IBN-Lokmat,  a joint venture launched with  Lokmat  Newspapers 
Private  Limited, is one of India`s leading Marathi language  general  news 
and current affairs television channels, with a market share of 32% in  its 
genre  (Source: TAM; TG: CS 15+; Market: Maharashtra; Period: 1st  Jan-31st 
Dec  2011, All Days, 0000-2400 hrs). IBN- Lokmat provides 24-hour  coverage 
of  national  and  international news relating to  politics,  business  and 
financial  affairs, sports and entertainment. IBN-Lokmat was the  recipient 
of  10  Indian  News Television Awards in 2011, including  the  best  daily 
primetime news show in the Marathi category.

GENERAL ENTERTAINMENT:

We  operate  a network of general entertainment  television  channels  i.e. 
Colors, Colors HD,MTV India, Vh1, Sonic, Nick and recently launched  Comedy 
Central through Viacom18, a 50-50 joint venture between MTV Asia, a wholly-
owned  subsidiary of Viacom International Inc. and TV18 Broadcast Ltd.  Our 
general entertainment television channels reach approximately an average of 
132.2  million viewers across Hindi Speaking Markets and  approximately  an 
average  of 156 million viewers across All India every month, according  to 
TAM  (Source: TAM; CS 4+ Yrs; 1st Jan`12 - 31st Mar`12). Viacom18 was  also 
named  one  of  the  best places to work in  the  media  and  entertainment 
industry by the Great Places to Work Institute in 2012.

COLORS: COLORS is Viacom18`s flagship brand in the mass entertainment space 
in India and one of India`s leading 24-hour Hindi entertainment channels in 
terms  of  viewership. A combination of `emotions`  and  `variety`,  COLORS 
offers an entire spectrum of emotions to its viewers. From Fiction shows to 
format  shows to reality shows to blockbuster movies - the basket  contains 
all  `Jasbaat  Ke  Rang`.  `COLORS` is  dedicated  to  promoting  `Cohesive 
viewing`,  through  programmes like Balika Vadhu, Uttaran, Na Aana  Is  Des 
Laado,  Sasural  Simar Ka, Na Bole Tum Na Maine Kuch Kaha  amongst  others. 
`COLORS`  is  a  pay  channel.  Colors,  our  Hindi  general  entertainment 
television  channel, was among the top ranking television channels  in  its 
genre  in  terms of viewership with a 20% market share (Source:  TAM,  Avg. 
Weekly  GRP`s,  Period: wk 1 - 53 (Jan-Dec) 2011, CS 4+, HSM) and  a  5.12% 
viewership market share amongst all TV channels in the year 2011.  (Source: 
TAM;  TG: CS 4+; Market: All India; Period: wk 1-53 2011, All  Days,  0000-
2400  hrs).  In  the financial year 2011-2012, Colors was  the  2nd  ranked 
television  channel in its genre in terms of viewership with a  19%  market 
share (Source: TAM, , Period: 1st Apr `11 - 31st Mar `12, CS 4+, HSM) and a 
6.8% market share amongst all TV channels in the fiscal year 2011. (Source: 
TAM; TG: CS 4+; Market: HSM; Period: 1st Apr `11 - 31st Mar `12, All  Days, 
0000-2400  hrs).  In  fact, within a few weeks of its  launch,  Colors  had 
become  the No.2 GEC in India (Source: TAM CS4+, HSM, September  28-October 
11,  2008 GRPs) and within 9 months from its launch it became India`s  No.1 
Hindi GEC for the first time in the week ended April 11, 2009, (Source: TAM 
CS4+, HSM, April 511, 2009). Colors is also available as a high  definition 
service,  Colors  HD,  which is available on  key  digital  platforms  that 
support  HD broadcast. We believe that Colors` success has been  driven  by 

the  introduction of fresh concepts in Hindi GEC programming  with  reality 
shows  and serials such as `Fear Factor- Khatron ke Khiladi`, `Bigg  Boss`, 
`Balika  Vadhu`  and  `Uttaran`.  Since  its  rise  to  No.1,  Colors   has 
consistently  remained  amongst  the top 3 GEC channels.  We  believe  that 
Colors, with its consistent leadership in the important and lucrative Hindi 
GEC  segment, is well positioned to act as a key value driver for  Viacom18 
and our Company. Key Awards for Colors:

-  Multiple  Awards  for  numerous channel  promos  and  creative  work  at 
acclaimed national platforms such as Promax India

- Multiple awards for channel on platforms such as FICCI Frames  Excellence 
Awards 2010, Indian Television Awards (2009)

-  Across  the  years, multiple awards for shows such  as  `Balika  Vadhu`, 
`Uttaran`  at  Indian Television Academy Awards (2009), New  Talent  Awards 
(2009)

-  Multiple  awards for several actors: Avika Gaur, (`Child  Prodigy`,  GR8 
Women`s Achiever Award 2009), (New Talent Award 2009),Sparsh  Khanchandani, 
(`GR8 Young Achiever`, GR8 Women`s Achiever Award 2010)

MTV  India:  MTV India with 23% market share is the  most  preferred  youth 
channel  in  India with a mix of Music & Youth content in the  youth  genre 
(Source:  TAM,  Period- FY2011-2012 i.e. Apr 2011-Mar 2012, 15-24  SEC  AB, 
HSM, 07:00 - 22:00). Over 15 years it has become one of the country`s  most 
successful  youth  brands and is one of India`s leading  brands  in  social 
media.  Globally MTV has been the number one destination  across  platforms 
for  young  people.  On  social media,  MTV  has  strong  digital  presence 
connecting  a 11 MM duplicated fan base across show pages on Facebook.  MTV 
India  is primarily aimed at young adults aged 15 to 34, with a  collection 
of music programming, talk shows, fashion and style shows,  Bollywood-style 
humor  shows and adventure shows. MTV India`s popular  television  programs 
include the reality shows MTV Roadies and Splitsvilla. The brand also has a 
strong  presence in India through a consumer products division. Key  Awards 
for MTV:

- Multiple Awards for channel properties such as Indian Television  Academy 
2010 Best `Reality show` award for `MTV Stunt Mania`

-  Multiple Awards for numerous channel promos and creative work,  year  on 
year, at acclaimed national and international platforms such as Promax  and 
Goafest.

Vh1:  Vh1 is a leader in the English music and lifestyle genre with  a  17% 
market  share, ahead of all English Entertainment and  Lifestyle  channels. 
(Source:  TAM, Period: Wk 1-52 (Jan-Dec) 2011, Markets: 7 Metros TG  :<  25 
years SEC AB, Time Band: 7:00 to 24:00). The channel runs multiple  reality 
shows such as Saturday Night Live, Big Brother, Jersey Shore, Yo Momma  and 
Punk`d.

Nick:  Nick is the leading kids` television channel in the country  with  a 
market  share  of  approximately 20% in the year ended  December  31,  2011 
(Source:  TAM  Period: Wk 1-53 (Jan-Dec) 2011, 4-14 ABC All India  07:00  - 
22:00).  In  the financial year 2011-2012, Nick was  the  highest  reaching 
channel  in  the  kids` category with 35% (Source TAM 4-14  ABC  All  India 
07:00-22:00 Apr`2011-Mar`2012). It is a 24-hour pay channel in Hindi,  with 
the option of language audio feeds on some platforms including English  and 
Tamil. With an approach that puts `kids first`, Nickelodeon takes pride  in 
encouraging  kids to be themselves - funny, messy and free-spirited.  Being 
true  to  its  philosophy  of  connecting  with  kids  wherever  they  are, 
Nickelodeon  gives  kids a complete multi-platform  brand  experience.  The 
touch  points  range from on ground interactions,  digital  innovation  and 
consumer products to name a few. Nickelodeon has today become the preferred 
comedy   destination  for  kids  in  India,  with  shows   like   SpongeBob 
SquarePants,  Ninja  Hattori, Perman amongst many others.  Key  Awards  for 
Nick:

-  Multiple Awards for numerous channel promos and creative work,  year  on 
year,  at  acclaimed national and international platforms  such  as  Promax 
India, Promax Asia, Promax Global, Asia Image Apollo Awards

-  Across the years, multiple awards for channel properties such as  `Let`s 
Just  Play`  (WOW Silver Award for `Best Event Property by  a  Media  Brand 
2011`, `On ground brand association with a media brand for Horlicks  Summer 
Growth  Carnival  2011`,  Goa Fest Silver Award for `Best Use  of  Media  - 
Television`, (2009)

Sonic: Sonic, a new action, adventure and animation channel was launched on 
December 20, 2011. Sonic is targeted at new young adults, from 10-17  years 
of  age.  Sonic is a 24-hour paid channel that will reach out  to  over  40 
million  households  in  multilingual  regional  feeds.  Sonic  provides  a 
complete  multi-platform  brand experience from animation and  live  action 
shows  to  blockbuster movies. Sonic broadcasts some of the  popular  shows 
like   `Shaktimaan`,   `Supastrikas`,   `Kung  Fu   Panda-The   Legend   of 
Awesomeness`,  `Mighty  Morphin Power Rangers` & the` Jackie  Chan`  series 
amongst  others.  Sonic,  will  also go beyond  television  to  engage  and 
interact with its target audience by building the online community  through 
www.sonicgang.com.

Comedy  Central: We have recently forayed into the 24 Hour  English  Comedy 
space  through  Viacom18, by the launch of Comedy Central  on  January  23, 
2012.  We  believe Comedy Central is the country`s  first  24-hour  channel 
dedicated to English language comedy content.

FACTUAL ENTERTAINMENT

We  have  recently  forayed into the  Indian  factual  entertainment  space 
through  A+E Networks|TV18, a joint venture between TV18 Broadcast and  A+E 
Networks, the global leader in factual entertainment. This venture recently 
launched  HistoryTV18  in  October  2011. Within a  few  weeks  of  launch, 
HistoryTV18  emerged as India`s No.1 factual entertainment channel with  an 
average weekly viewership share of 31% in 6 metros market cluster  (Source: 
TAM,  CS  15+AB, 6 Metros, Week 42, 2011 - Week 13,  2012,  0600-2400  Hrs; 
Average Weekly Market Share). HistoryTV18 reaches out to an average of over 
22 million viewers every week across the country. (Source: TAM, CS 4+,  All 
India,  Week  42`11-13`12). HistoryTV18 broadcasts  award-winning  original 
non-fiction series and event specials that connect history with viewers  in 
an   informative,  immersive  and  entertaining  manner   across   multiple 
platforms.

FILM BUSINESS:

As  part  of  the Viacom18 venture, under the brand  name  Viacom18  Motion 
Pictures,  we  are involved in the  acquisition,  production,  syndication, 
marketing  and distribution of full length feature films within  India  and 
the distribution of Indian films in several international markets. Viacom18 
Motion  Pictures is India`s premier full-service motion  pictures  company, 
with  business  spanning  concept (or  creative)  development,  production, 
marketing,  distribution,  merchandising  and  syndication,  worldwide.  To 
successfully  explore  newer  genres,  differentiated  concepts  and  fresh 
talent, Viacom18 Motion Pictures has launched a new banner - `Tipping Point 
Films`,  which  focuses  on execution of  `clutter-breaking`  projects.  In 
recent  times,  Viacom18 Motion Pictures has had  an  unparalleled  release 
slate  with  projects across genres, across scale and across  talent.  This 
includes `Shaitan`, `Michael` and `Gangs of Wasseypur` (2 parts), `Buddah`, 
`Kahaani`  etc.  Over  the last 3 years, Viacom18 has  had  to  its  credit 
(through Studio18) some of the biggest hits of the decade including Jab  We 
Met,  Singh  is Kinng, Welcome and Ghajini. We have also  entered  into  an 
alliance  with Paramount Pictures International that gives Viacom18  Motion 
Pictures  the  rights to distribute all Paramount releases  in  the  Indian 
subcontinent.

DIGITAL AND E-COMMERCE:

We  are  India`s most popular online media company, according  to  comScore 
(December 2011), attracting an average of approximately 30.8 million unique 
visitors  globally  per month for the year ended December 31st,  2011.  Our 
digital  and  e-commerce  segment includes (i) our  content  business  that 
includes  websites and mobile applications that cover business, sports  and 
general  news, social networking and consumer information and (ii)  our  e-

commerce  business  that  includes  online  and  out-of-home  shopping  and 
ticketing. Our digital and e-commerce segment includes some of the  leading 
Internet destinations in India. Our Internet and mobile properties  deliver 
easy-to-use,  informative  and  interactive experiences  to  users.  Unique 
visitors  to  our  sites grew from 23.9 million in December  2010  to  27.4 
million  in December 2011, and in the period ended December 31st, 2011,  we 
recorded  over  92.3  million  total visits  to  our  sites,  according  to 
Comscore.

DIGITAL CONTENT:

moneycontrol.com:   According  to  comScore,  moneycontrol.com,  which   we 
acquired in June 2000, is one of Asia`s popular financial news and services 
portals attracting approximately an average of 5.1 million unique  visitors 
per  month globally in the year ended December 31st, 2011. It is  also  the 
most  popular  financial  services  portal  (excluding  corporate   banking 
websites)  in  India, according to comScore. We leverage our  strengths  in 
financial  and business news and analysis in order to produce  the  content 
for  moneycontrol.com.  It  offers  investors free  access  to  the  latest 
business news and market updates, along with articles, independent analysis 
of investment options and financial planning, among other services.  During 
India  market  hours, our message board, M3, is a popular  destination  for 
traders to exchange views on market and stock movements. Among our  popular 
free  applications  is a live portfolio tracker, through which a  user  can 
record, update and analyze his or her financial transactions in  real-time. 
We  also  offer  a subscription-based service targeted  at  traders  called 
PowerYourTrade  as  part of our moneycontrol.com offering. We  also  stream 
CNBC-TV18 live on moneycontrol.com. As part of our integrated business  and 
financial services digital offerings, we also offer commoditiescontrol.com, 
a website targeted at commodity traders.

in.com: According to comScore, in.com, which we launched in 2008, is one of 
India`s   leading   India-based  news  and  entertainment   portals,   with 
approximately an average of 25.1 million unique visitors per month globally 
in the year ended December 31st, 2011. Through this portal we integrate and 
aggregate  content  from our network of websites and  popular  third  party 
websites  and  engage with our users by offering  communication  and  other 
services,  such  as social networking and  user-generated  content.  In.com 
offers free content, including personalized communication services, such as 
e-mail, and other popular features, such as videos, games, music and  other 
downloads.In.com  also  features live streaming video from  our  television 
channels and content partners, in addition to a large collection of  songs. 
We  believe  in.com  also  builds loyalty  through  our  news  and  opinion 
offerings  on ibnlive.in.com and our special interest community sites  such 
as  cricketnext.in.com. Ibnlive.in.com is also one of India`s most  popular 
news destinations. We also work closely with our entertainment channels  to 
provide internet audiences with an integrated digital experience showcasing 
popular programs.

Firstpost.com: According to comScore, Firstpost.com, which was launched  in 
2011, attracted approximately an average of 2.7 million unique visitors per 
month  globally in the year ended December 31st, 2011. Firstpost.com is  an 
exclusive  online  news  and  views  website  that  is  truly  digital  and 
accessible  across  platforms  and devices. Built on  the  fundamentals  of 
blogging  and  the  quick post, user interaction,  discussion  and  debate, 
Firstpost  presents  a digital newsroom powered  by  expert  writer-editors 
across  the country and the globe to capture what we think is a  powerfully 
shifting  news and media consumption reality. Firstpost explores  forms  of 
curation, opinion writing, long form and short form that will be defined by 
sharp  and  insightful  questions, strong commentary,  breaking  views  and 
skilful  selection and analysis. Its apps are also available on the  iPhone 
and iPad.

IBNLive.com:  According  to comScore, IBNLive.com, which  was  launched  in 
2006, attracts approximately an average of 4.3 million unique visitors  per 
month  globally in the year ended December 31st, 2011 IBNLive.com  provides 
not  just news but `news with interactivity`. The portals unleashes an  era 
of  true cross media convergence with podcasts and live streaming  of  with 
definitive  content. It gives instant updates on the latest happenings  the 
world  over and brings in interactivity, transparency, goodwill and  trust. 
Users get access to Real Time coverage, sports updates, entertainment buzz, 
anchor blogs & chats and Live TV for CNN-IBN, IBN7 and IBNLokmat. Users can 
also  access  ibnlive  on  their smartphones via  apps  for  iPhone,  iPad, 
Android, Nokia, BlackBerry and Windows phones and also on WAP.

Mobile applications: We have an integrated strategy across our digital  and 
mobile offerings. We have one of the largest mobile Internet user bases  in 
India, with an average of over 13 million visits and 110 million page views 
each month in the year ended Dec 31st, 2011. (Source: Google Analytics)  We 
have built a subscriber base of over 4 million subscribers for more than 70 
subscription  services  across  SMS, WAP, IVR and  used  mobile  platforms. 
Further,  we  have  mobile-enabled versions of some  of  our  websites  and 
popular mobile applications, such as IBNLive, M3, and Markets on Mobile.

E-COMMERCE:

Homeshop18:  Homeshop18 is India`s first and most popular  India-based  24-
hour  home  shopping  service, according to  TAM.  Through  Homeshop18,  we 
facilitate   the  sale  of  various  consumer  products,   including   home 
appliances,  books,  music,  movies, cameras, mobile  phones,  jewelry  and 
watches,  through  a  variety  of interactive  electronic  media,  such  as 
television,  dedicated  call centers and the Internet.  HomeShop18  carries 
over 340 brands in more than 20 product categories, which are delivered  by 
our  third party distributors to customers` homes in over 1,600  towns  and 
cities in India. Each product sold is backed by a guarantee provided by its 
manufacturer. In fiscal year 2012, more than 1.9 million transactions  were 
completed  through Homeshop18`s website and telephonic sales by the end  of 
December  2011,  representing  a 116% increase during the  same  period  in 
Financial Year 2011. Homeshop18.com is one of the most popular  India-based 
e-commerce website in terms of unique traffic (as per Comscore, Dec  2011). 
Homeshop18.com  had  over 2.1 million unique visitors in  Dec  2011,  which 
represents  growth  of  over 300% from approximately  0.53  million  unique 
visitors  in December 2010. Homeshop18.com also recorded  approximately  49 
million  page  views  as per comScore in December 2011.The  awards  won  by 
HomeShop18 include:

a) Sundeep Malhotra, CEO and Founder, HomeShop18 awarded for `Excellence in 
Business Leadership` by Asian leadership award forum.

b) Most admired retailer of the year - Non Store retail-Images Retail Forum

c)  E-Retailer  of  the  Year  award by  Star  Retailer  at  the  Franchise 
opportunity India Awards

BookMyShow:  Bookmyshow.com,  operated  by  Bigtree  Entertainment  Private 
Limited, in which we acquired an interest in 2007, provides online  booking 
for  movies, plays, sporting events and shows across India. It  is  India`s 
leader  in entertainment ticketing solutions, including  online  ticketing. 
The website services approximately 100 cities and 1000 cinemas in India. As 
of  December  31st,  2011, bookmyshow.com  had  approximately  2.7  million 
registered  users and recorded an average of 2 million unique visitors  per 
month in the year ended December 31st, 2011, according to Google Analytics. 
In  December 2011, bookmyshow.com recorded approximately 5.5 million  total 
visits,  which  represents  growth of 58% from  approximately  3.5  million 
visits in December 2010, according to Comscore. We sold an average of  over 
1,000,000 tickets per month on bookmyshow.com in the last nine months ended 
December  31,  2011.  In  addition,  BookMyShow  is  also  the   authorized 
distributor   for   ticket   management   software   developed   by   Vista 
Entertainment, a New Zealand based company.

NEWS AND DATA TERMINAL SERVICES:

Newswire18:  We  also  own and operate one  of  India`s  leading  real-time 
financial news and data terminal services, Newswire18. Newswire18 is in the 
business  of providing real-time news and market data platforms  under  the 
brand  NewsWire18 WorkStation for different market segments such  as  fixed 
income  and  foreign exchange, equities, commodities,  mutual  funds  etc., 
including data and products from various exchanges, from Tenfore Pvt.  Ltd. 
(now  Morningstar  Plc) and from other third party data vendors .  It  also 
provides  data  feeds for real-time financial and economic  data  and  news 
including corporate and macroeconomic data and related services.

ALLIED BUSINESSES:

We  have entered various other businesses to strengthen our  collection  of 
media   offerings,  expand  our  future  growth  prospects,   and   provide 
specialized  services to our other business segments, which we refer to  as 
our allied businesses segment.

PUBLISHING & LOCAL SEARCH:

Network18  Publishing: Pursuant to the scheme of demerger approved  by  the 
honourable  High Court of Delhi in 2011, Infomedia18`s publishing  business 
has  been  demerged  and consolidated  within  Network18  under  `Network18 
Publishing`.  The  printing  press business will continue  to  remain  with 
Infomedia18.  Network18  Publishing  will  encompass  three  divisions   of 
Infomedia18`s  publishing business - Business to Consumer (B2C)  magazines, 
Business  to  Business (B2B) magazines and  Business  Directories  Division 
(BDD).

* Business and Consumer Directories and Local Search: Our key asset in  the 
publishing segment is the Infomedia18 Yellow Pages, which has a database of 
over 1.1 million businesses across 1,500 categories and an advertiser  base 
of  31,000  businesses generating 76,000 advertisements for the  year  2011 
(Source:  Internal estimates). In Q1`2011, the Infomedia Yellow  Pages  was 
estimated  to  have  an  average  of  approximately  7.4  million  readers, 
according  to  the Indian Readership Survey (source: IRS 2011 Q1).  It  was 
conferred  `Superbrand`  status  by  International  Superbrand  Council  in 
2006/2007  and 2009/2010. Infomedia Yellow Pages directories are  published 
for  38 cities in India each year, including New Delhi and Mumbai. We  sell 
Yellow  Pages to both corporate and retail customers, backed by a  team  of 
sales  people  across  the  country. The Yellow  Pages  directory  is  also 
available    at   exhibitions,   on   our   recently   redesigned    portal 
yellowpages.co.in,  and  by phone, SMS and email. The  acquisition  of  the 
brand  "AskMe" and the domain name askme.com in 2008 has given us a  strong 
presence in the online business and consumer directory segment. The website 
allows users to search businesses by industry and location, and call or SMS 
such  businesses  for  free.  In June  2011,  we  launched  askme.com,  our 
integrated  voice and online local search product in Mumbai. We  intend  to 
extend  this product to other major Indian cities in a phased  manner  over 
the  coming  year. In March 2009, we acquired burrp!  a  local  information 
website  and  recommendation engine. As a part of our new  media  division, 
burrp! provides users an interactive website interface with directories  of 
information   and  recommendations  on  lifestyle   activities,   including 
restaurants,  nightlife, shopping, television and movies, across  12  major 
cities  in India. We also publish business directories in the  business-to-
business  segment,  such  as Machine Tool Guide,  Indian  Exporters  Guide, 
Construction  and Interior Design Guide, Industries State Guide  and  Motor 
Pumps and Valves directories.

* Special interest publications: We publish 20 special interest  magazines, 
11  of which are in the business-to-business segment and 9 of which are  in 
the  business-to-consumer segment. Among our  well-recognized  business-to-
consumer publications are Overdrive, Better Photography, Better  Interiors, 
Chip   and  Entrepreneur.  Our  business-to-business  publications   target 
specific  industries  and  provide businesses  and  professionals  in  such 
industries  with information relevant to their industries. Among our  well-
recognized  business-to-business  publications  are  Auto  Monitor,  Modern 
Pharma,  Chemical World, Search and Modern Medicine. We have a  specialized 
editorial  team  dedicated  to our  business-to-business  special  interest 
publications  and  separate editorial teams for each  of  our  business-to-
consumer  special interest publications. Each magazine employs a  staff  of 
both  permanent and freelance writers and photographers for the  production 
of   creative  content.  Our  special  and   premium   business-to-consumer 
publications  provide  individuals  information  on  various  general   and 
specialized  topics, including business news and analysis,  the  automotive 
industry and interior design.

Forbes  India:  Among our key business-to-consumer publications  is  Forbes 
India, which was launched in May 2009 in partnership with Forbes. Since its 
launch, Forbes India has established itself as one of the leading  business 
magazines in India. Forbes India is available throughout India. In  January 
2011, we launched Forbes Life India, a quarterly English lifestyle magazine 
targeting  India`s affluent and influential individuals, under  the  Forbes 
India  umbrella. Pursuant to Digital18`s license agreement with Forbes,  we 
have  the right to use Forbes content for publication in Forbes  India  and 
forbesindia.com. We also share Forbes India content with our business  news 
channels, CNBC-TV18 and CNBC Awaaz, the services offered by Newswire18  and 
our websites, moneycontrol.com.

Printing  solutions: We are a commercial printer of  business  directories, 
magazines,   annual  reports,  books,  product  brochures   and   publicity 
materials.  Our  integrated  print services to  our  customers  range  from 
providing   creative   artwork  and  design,  sourcing  and   services   to 
procurement, printing, production and warehousing services.

EVENTS, SPORTS & ADVISORY:

Event  management: E18, our event management division,  conceptualizes  and 
stages various events such as concerts by international and Indian artists, 
award  functions, business conferences, product launches and seminars.  E18 
cross-sells  our media platforms to magnify our reach and  communicate  our 
message  to  a  larger audience. E18 is present in Mumbai,  New  Delhi  and 
Bangalore and has recently launched L`Experience 18, a luxury  experimental 
marketing  division  to provide marketing solutions to the  growing  luxury 
sector in India.

Sports  marketing and solutions: Sport18 is our sports marketing team  with 
expertise  in the creation of mass sports properties and rights  management 
that  have synergy with our television and digital assets. We also  provide 
consultancy services to our clients in sports related areas.

Investment  advisory  and consultancy: Capital18  Media  Advisors  provides 
investment advisory and consultancy services, such as searching  investment 
targets,  valuation and investment due diligence and advice on  structuring 
investments and transactions related to consultancy and advisory  services, 
to  clients  in  media  and other industries in India.  We  also  seek  out 
promising  entrepreneurs and growth companies across the  media,  education 
and technology industries to invest in the early and growth stages of these 
companies.

Internal Control Systems:

Your  Company  has put in place a proper system of internal  controls  that 
ensures  the  effectiveness  and  efficiency  in  all  its  operations  and 
compliance with applicable laws and regulations. As a part of its  internal 
control   measures,  an  independent  Internal  Auditor   scrutinizes   the 

financials  and  other  operations  of the  Company.  Diversions  from  set 
standards  are  reported  to  the Board through  the  Audit  Committee  and 
appropriate  remedial measures are taken. The Internal Control Systems  are 
periodically reviewed and strengthened to meet the changing requirements of 
the  business.  We also have a robust internal evaluation  system  for  all 
acquisition or investment opportunities based on well defined parameters of 
financial  performance, operating metrics and infrastructure  requirements. 
Each  opportunity  is  evaluated  by a  cross  functional  team  of  senior 
management,  before being referred to our Board for further evaluation  and 
approval.

Human Resources and Development:

Your Company firmly believes and recognizes that competent workforce is the 
key  contributor to the success of the organisation and a significant  part 
of its success depends on the quality of its human resources. Your  Company 
continuously  recruits skilled professionals from various streams  to  meet 
its  business requirements. This intellectual capital is reflected  in  the 
quality  of  our programming and broadcasting, our business  strategy,  our 
excellent  customer  relations  and  our  financial  health.  Robust  human 
resource  systems  and  processes  have  been  implemented  to  provide  an 
enriching professional experience to employees. A culture of incentives and 
pay-for-performance   has   been  inculcated  to   ensure   excellence   in 
deliverables.

Network18`s  Human  Resource team continues to make a concerted  effort  to 
build  Group`s strong brand equity, which enables your company  to  attract 
the best talent in the industry. Network18 Group has ranked among top media 
companies  by the Great Place to Work Institute and the Economic  Times  as 
the  `Best Workplace in the Media Industry` in year - 2008, 2009 and  2011. 
The comprehensive Performance Management System continues to help employees 
recognize  their strengths and areas of improvement. The HR team  continues 
to  strive  for creating learning organization through its efforts  in  the 
field  of  employee  training  and development. The  team  along  with  the 
external  consultants  formulate  modules targeted  at  honing  skills  and 
improving  managerial  capabilities of the team members.  The  Rewards  and 
Recognition  Program  continues  to identify  and  reward  the  outstanding 
performers  for  their contribution and excellence. HR  teams  are  working 
closely with different businesses so that there is rigor in the support. As 
on March 31, 2012, 458 employees were on the payroll of the Company. Within 
a span of just five years from the date of incorporation, your Company  has 
built  a  pool  of talented work force that is versatile  and  inspired  to 
achieve the mission of the Company.

OUR STRATEGY:

Network18  is one of India`s leading media groups with a strong  leadership 
position  in television broadcasting, filmed entertainment, digital  media, 
e-commerce,  special interest publishing and allied businesses.  The  rapid 
growth  of  the  group  over  the years  has  been  driven  by  an  optimal 
combination  of  organic  ventures, inorganic  acquisitions  and  strategic 
alliances.  We believe that our strong brand recognition and salience,  our 
leadership  position  in  television broadcasting  and  digital  media  and 
ability  to  leverage  our  cross-media  ecosystem  position  us  well   to 
capitalize on this promising and challenging growth opportunity ahead.  The 
following are the key aspects of the Group`s business strategy:

Leverage  the  network  strength to enhance  our  media  offerings  through 
organic and inorganic growth:

Our  integrated cross-media portfolio, which includes  television  channels 
and  digital  properties,  attracts a wide spectrum  of  economic  and  age 
demographics in India. The scale of our platform, we believe, positions  us 
as  the  focal  point  of a unique  ecosystem  of  consumers,  advertisers, 
partners  and  talent  in  India. We  believe  we  are  well-positioned  to 
introduce  a  range  of  new  offerings  to  our  existing  audiences   and 
advertisers,  drawing  upon  insights  we have  gained  from  our  previous 
business  launches  and  synergies with our existing  operations.  When  we 
launch new shows, products or services, we intend to use our experience and 
cross-media  platform  to share audiences,  advertisers,  partnerships  and 
talent  from  our  existing  media  and  entertainment  offerings,  thereby 
improving our effectiveness and reducing costs.

Enhance our television broadcasting platform

We believe that there is an opportunity to expand the current reach of  our 
television  network  by  developing innovative  content  and  entering  new 
television  genres.  Our current television channels  are  concentrated  in 
general  news,  business news, Hindi general  entertainment,  kids,  youth, 
English  and  factual entertainment and teleshopping genres.  In  order  to 
expand the reach of these current channels, we plan to experiment with  new 
programming concepts, show formats and marketing initiatives.

Our  bouquet  comprises  of leading television brands across  some  of  the 
country`s most watches genres. This allows each of our channels to  benefit 
from the synergies that accrue as a result of being a part of a  `network`. 
We believe that as the television broadcast space continues to expand, with 
new entrants and services being launched in a digitized environment, future 
growth  will  greatly  rest  with `bouquets` and  how  well  each  exploits 
available synergies. Within our existing bouquet, we continue to capitalize 
on  synergies, from both the revenue and content perspective. Our  channels 
continue  to access each other`s content as per relevance and  requirements 
and  partner each other regularly to capitalize on opportunities of  mutual 
interest.  The  channels also routinely share best practices  and  know-how 
across the network, in order to enhance efficiencies in operations.

As  the  `digital  eco-system` in India  develops  further,  with  imminent 
broadcast  digitization, improved broadband access and growth in  mobility, 
we believe, it`s critical for our content to be available across platforms. 
Our  television  channels have strong presence across  platforms  including 
online,  mobile,  on-ground,  consumer products and  social  media  and  we 
continue  to  build  further on this. We believe that  apart  from  content 
delivery,  these platforms help increase the engagement with our  audiences 
and advertisers and strengthen our brands immensely

Grow television subscription revenues and content monetization:

In  contrast  with  some of our competitors  in  the  television  industry, 
subscription revenues constitute a relatively small proportion of our total 
revenues  as  we only recently established our leadership position  in  the 
entertainment  segment  and  hence were  focused  on  building  advertising 
revenues  and  improving  audience share.  The  increasing  penetration  of 
direct-to-home  television  and digital cable in India, together  with  the 
Indian  government`s regulatory push for digitization, will  further  drive 
growth of subscription revenues for our network. India`s television  market 
is currently primarily analog-based and the last-mile access to  consumers` 
homes  is  controlled by a large number of local  cable  operators.  Under-
reporting  of  subscriber  numbers is an industry practice  in  the  Indian 
analog  television  industry,  which  reduces  subscription  revenues   for 
broadcasters.  We  believe  that  the  increased  digitization  of  India`s 
television market will enable broadcasters to increase their share of total 
domestic subscription revenues, which will impact us positively. We  expect 
in the future to grow our subscription revenues substantially by leveraging 
our distribution alliances and increasing the international distribution of 
our  channel  offerings. We also intend to grow our  subscription  revenues 
outside  of  India, through the continued expansion  of  our  international 
distribution  network apart from exploiting opportunities to syndicate  our 
content on multiple platforms including online and mobile devices.

Continue  to  invest and strengthen our businesses in digital  content,  e-

commerce and publishing segments:

We  intend  to  further strengthen our digital and  e-commerce  segment  by 
investing  in  our existing market-leading brands  and  additional  related 
areas that we view as growth opportunities. We believe that our position as 
one of the most popular Indian digital media companies globally, will  help 
drive improved monetization of our digital assets as digital penetration in 
India  grows and advertisers increase their proportion of spending  in  the 
digital  medium.  We believe that we have the opportunity to  monetize  our 
diverse  and  extensive library of news and entertainment  content  through 
emerging  `digital`  platforms.  All our channels have  a  strong  presence 
online and on the mobile and we hope to further strengthen this in light of 
the  rapid  changes occurring in the digital ecosystem, both  in  terms  of 
content  &  distribution. We plan to continue creating new  offerings  that 
will leverage the introduction of 4G and broadband wireless access services 
in  India.  We believe that going forward, apart from  digital  publishing, 
print  publishing  will also evolve into a platform  of  agnostic  services 
where content will be available across newsprint, devices and websites.  We 
believe  that we have a significant opportunity to expand the reach of  our 
publishing assets by focusing in areas such as new media, events and  value 
added  services  apart from print. We intend to also continue to  grow  our 
ecommerce  capabilities,  in  line  with the  rapid  growth  of  non-travel 
ecommerce  in the country. We believe that our experience  with  electronic 
and  new media platforms will help us in expanding our share in the  Indian 
ecommerce space.

DISCLAIMER:

Statements  in  the  Management  Discussion  and  Analysis  describing  the 
Company`s objectives, projections, estimate, expectations may be  "forward-
looking  statements" within the meaning of applicable securities  laws  and 
regulations. Actual results could differ materially from those expressed or 
implied.  Important factors that could influence the  Company`s  operations 
include  economic  developments  within  the  country,  demand  and  supply 
conditions   in   the  industry,  input  prices,  changes   in   government 
regulations,  tax laws and other factor such as litigation  and  industrial 
relations.
 
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