#1Network 18 TV 18 DEN hathw@ 18 18 18 18 18 18 18 18 18 18 18 18 18 Investor Presentation 18 18 Creating a Diversified Media and Distribution Powerhouse#2Synopsis of transaction Merging of RIL's media & distribution businesses into Network 18 Listed entities TV18, Den and Hathway to be merged into Network 18 ➤ Network 18 shares to be issued to shareholders of all of the above in swap-ratio as determined by valuers Ring-fencing of businesses by placing in wholly owned subsidiaries (WOS) ➤ Cable Distribution, Internet Service Provider (ISP) and Digital businesses and investments to be placed under separate WOS's of Network 18 - Cable Co, ISP Co & Digital Co Resultant: Diversified business, with better visibility and control Network 18 standalone = News Broadcasting business of TV18 ➤ Cable Co = Combined Cable business of Den and Hathway + stake in GTPL ➤ ISP Co = Combined ISP business of Den and Hathway ➤ Digital Co = Digital News business (New18.com, FirstPost, MoneyControl) Flagship Media & Distribution entity of Reliance group 2 Network 18#3Network 18 Simplification of the listed media & distribution businesses of the group Current Structure Sole Beneficiary Independent Media Trust Reliance Industries Ltd ("RIL") Sole Beneficiary Digital Media Distribution Trust RIL Companies Public RIL Companies Public Erstwhile Den Promoters Erstwhile RIL Companies Public Hathway Promoters 78.7% 13.4% 7.9% 72.0% 5.9% 22.1% 75.0% 25.0% NW 18 (Listed) 39.6% DEN (Listed) Hathway (Listed) 51.2% IMT + RIL Cos: 9.2% TV18 (Listed) Structure Post Merger RIL Sole Beneficiary Trusts 100% Public RIL Companies¹ 64.3% 35.7% Merged NW18 (Listed) 100% 100% 100% WOS2 (Cable Co) WOS1 (Digital Co) WOS3 (ISP Co) 3 Entities to be merged Swap ratio for merger - 191 shares of NW 18 for every 100 shares of DEN - 78 shares of NW 18 for every 100 shares of Hathway 92 shares of NW18 for every 100 shares of TV18#4Network 18 Strategic Rationale ➤ Creates one of India's Largest Listed Media & Distribution Companies Rs 8,000 Cr annual revenue 2 Rs 12,000 Cr market-cap (current price x no. of shares post merger) ➤ Combined group will be a major player across TV and Digital value chain ~13% of TV market, both by viewership and pay-TV subscribers India's largest News network and #3 Entertainment broadcaster #1 cable distributor with 27 mn connected homes across the country 6.7% share of wireline subscribers in India Enhanced scale to benefit all businesses Retain a higher share of the consumer spend on TV content within group ➤ Simplifies structure of Network 18, and reduces number of listed entities Unique combination of content & distribution across linear and digital 4#5Financial Rationale Balanced mix of annuity (~53% subscription) and seasonal (advertising and others) revenue Reduced volatility of profitability and future levers of growth Capital structure to improve - Combined company to be Net Debt free Cost synergies from removal of overheads Net debt free company with strong financials 5 Network 18#6Proforma Financial Summary - Profitable and Net-Debt free (1) Network 18 TV 18 DEN hathw@y Merged NW 18 Business Mix (9M FY20) Key Financial Metrics (INR crores unless specified) Advertisement and program syndication 100% Subscription 36% Advertisement 10% & Others, 64% Broadb and Cable 90% Cable 69% NW 18 2% Hathway 22% Broadband 31% DEN 16% TV18 62% Parameter 9M FY20 (1) Parameter 9MFY20 Parameter 9M FY20 Parameter 9M FY20 Parameter 9M FY20 Revenue 143 Revenue 3,750 Revenue 964 Revenue 1,343 Revenue 6,014 % growth 15.3% % growth (0.3%) % growth 3.4% % growth 10.6% % growth (0.3%) EBITDA (73) EBITDA 464 EBITDA 148 EBITDA 315 EBITDA 855 % margin n.m. % margin 12.4% % margin 15.3% % margin 23.5% % margin 14.2% PAT (279) PAT 275 PAT 36 PAT 56 PAT 88 Gross Debt 1,460 (2) Gross Debt 2,103 Cash Net Debt 93 Cash 210 Gross Debt Cash 208 Gross Debt 2,237 Cash 2,048 3,309 Gross Debt 5,817 Cash 5,756 1,367 Net Debt 1,891 Net Debt (2,029) Net Debt (1,261) Net Debt 60 Note: Cash includes Investments and Bank balances along with cash & cash equivalents (1) NW18 calculated as NW18 consolidated excluding TV18 consolidated (2) Excludes Interco debt from TV18 6 Network 18#7Reorganization to Benefit Shareholders of All Merging Entities CONTENT ENTITIES Network 18 TV 18 Much-improved profitability for Network 18 and TV18 shareholders Access to steady cash generation businesses; likely to re-rate multiple Streamlining of two layer ListCo structure, thereby eliminating HoldCo discount Net-debt free profile on a consolidated basis to boost ROE and allow for future growth DISTRIBUTION ENTITIES DEN hathw@y Integration with media, and growth from channel pricing by broadcaster Scale benefits and cost synergies to aid growth Exposure to digital content consumption growth COMMON BENEFITS ➤ Leading market positions across multiple industry segments Enhanced liquidity of merged Network 18 (~64.3% promoter holding) Increase in equity market following due to ~Rs 12,000 Cr market cap 7 Network 18#8Current shareholding pattern Particulars RIL shareholding Network18 shareholding Network 18 Network18 TV18 DEN Hathway Nos in Cr % Nos in Cr % Nos in Cr % Nos in cr % 78.52 75.0% 15.83 9.2% 37.45 78.5% 127.37 72.0% 87.72 51.2% 0.07 0.1% 3.78 7.9% Den erstwhile promoters Hathway erstwhile promoters 39.19 22.1% Total Promoter & Promoter Group 78.52 75.0% 103.55 60.4% 41.29 86.5% 166.56 94.1% Public shareholders 26.17 25.0% 67.88 39.6% 6.43 13.5% 10.45 5.9% Total 104.69 100.0% 171.44 100.0% 47.72 100.0% 177.01 100.0% 8 8#9Post scheme shareholding pattern of Network18 (1) Particulars RIL shareholding Promoter & promoter group DEN erstwhile promoters Hathway erstwhile promoters Other public shareholders Public shareholders TOTAL Network 18 Network18 Nos in cr % 263.96 64.3% 263.96 64.3% 7.22 1.8% 30.57 7.4% 108.96 26.5% 146.75 35.7% 410.71 100.0% Note 2: The erstwhile promoters of DEN and Hathway would be categorized as public shareholders with no special rights. Note 1: Based on the share swap ratio 6 6#10Approvals required; Advisors to the transaction, and Timelines Approvals Required Transaction Partners Appointed Date • SEBI and Stock Exchanges • Shareholders and Creditors' of all merging entities • Company law regulatory authorities and Income Tax Dept • NCLT Mumbai • Approval of the DoT (1) Network 18 Lawyer: Trilegal • Valuer: BDO Valuation advisory LLP (Registered Valuer) and MSKA & Associates (Chartered Accountants) • Fairness Opinion: Citigroup Global Markets India Pvt Ltd (for Network 18) and ICICI Securities (for TV18, Den and Hathway) Appointed date for Merger: February 1st, 2020 Scheme, subject to receipt of all approvals, is expected to be consummated by Q2FY21 Note: (1) Required for transfer of ISP license (DEN) and Unified License - ISP (Hathway). 10 10#11Network 18 Disclaimer This presentation is issued by Network18 Media & Investments Limited (the "Company") for general information purposes only and does not constitute a solicitation or offer or invitation to sell or issue any securities of the Company, nor shall it be relied on in connection with any contract. This presentation may include statements which may constitute forward-looking statements such as statements about the strategy for growth, business development, market position, expenditures, and financial results. However, it should not be relied upon as a recommendation or forecast by the Company. Please note that the past performance of the Company should not be considered as indicative of future results. The actual results or performance of the Company could differ materially from those projected in any such forward- looking statements. The Company does not undertake to revise any forward-looking statement made by or on behalf of the Company. None of the Company, its Directors, Promoter or affiliates or any of their respective employees, advisers or representatives accepts any responsibility or liability whatsoever, arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or for any loss or damage suffered, directly or indirectly, from use of this document or its contents and makes no representation or warranty, express or implied, for the contents hereof including its accuracy, fairness or completeness. Any opinions or information expressed in this presentation are subject to change without notice.#12For further information - Website: www.nw18.com Email: [email protected] Thank You Network 18 Investor Relations: Abhishek Agarwal Network18 Media & Investments Ltd. [email protected]