Den Networks Ltd Directors Report.

Dear Members,

The Board of Directors is pleased to present the Companys Thirteenth Annual Report and the Companys audited financial statements for the financial year ended March 31,2020.

1. FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31,2020 is summarized below:

(Rs in million)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from operations 11,954.83 10,093.41 12,914.52 12,060.65
Profit/(loss) before interest, depreciation and exceptional items 3,213.07 1,325.37 3,873.27 2,290.37
Less: Interest 310.32 556.49 318.33 586.55
Depreciation and amortisation expenses 1,663.90 1,452.68 2,467.86 2,415.70
Exceptional items - 1,507.00 - 2,111.00
Share of profit/ (loss) of Associates - - 11.26 (53.94)
Profit/(loss) for the year 1,238.85 (2,190.80) 1,098.34 (2,876.82)
Total tax expense (including Current tax and deferred tax) 375.85 - 511.96 128.68
Profit/(loss) after tax 863.00 (2,190.80) 586.38 (3,005.50)
Add: Other Comprehensive Income (5.48) 9.15 (4.91) 13.57
Total Comprehensive Income for the year 857.52 (2,181.65) 581.47 (2,991.93)
Earning Per Share (in t) (Basic & Diluted) 1.81 (9.19) 1.47 (11.63)

2. Transfer to Reserve

The Board of Directors of the Company has not proposed to transfer any amount to the Reserves for the year under review.

3. Results of Operations and State of Companys affairs

During the year under review, the total revenue from operations was Rs 11,954.83 million on standalone basis and Rs 12,914.52 million on consolidated basis as compared to the last years revenue of Rs 10,093.41 million on standalone basis and Rs 12,060.65 million on consolidated basis respectively. The Post-Tax Profit of your Company was Rs 863.00 million on standalone basis and Rs 586.38 million on consolidated basis as compared to the last years Post Tax Loss of Rs 2,190.80 million on standalone basis and Rs 3,005.50 million on consolidated basis respectively.

4. Operational Highlights

A. Implementation of New TRAI Order

During the year, we have successfully migrated majority of the STBs from post-paid model to the pre-paid model under the new Tariff order, which has improved our revenue and collection processes. Additionally, this has resulted in better working capital management as the Company collects the subscription before rendering its services. Moreover, the content is now pass-through, because of which the increased content cost as per the new order possesses no challenge. Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Second Amendment) Order, 2020 notified by the Telecom Regulatory Authority (TRAI) on January 1,2020 is currently subjudice.

B. Process Improvement

The Company has removed mundane and routine tasks, and replace them with a system that does not need much human interaction. Using atomization, we have improved our business processes, which has led to lower costs, motivated employees and happier customers. During the year, the Company also automated its banking process, allowing LCOs to generate e-agreements. Other process improvement initiatives include SAP process improvements, virtual account setup facilities, online collection tools such as CDM cards, Host-to-Host integration.

C. Composite Scheme of Amalgamation and Arrangement

During the year under review, the Board of Directors of the Company on recommendation of the Audit Committee, approved the Composite Scheme of Amalgamation and Arrangement between the Company, Hathway Cable and Datacom Limited (Hathway), TV18 Broadcast Limited (TV18), Network18 Media & Investments Limited (Network!8), Media18 Distribution Services Limited (Media18), Web18 Digital Services Limited (Web18) and Digital18 Media Limited (Digital!8) and their respective shareholders and creditors with appointed date February 1,2020, under the applicable provisions of the Companies Act, 2013 ("the Act").

The Scheme inter - alia provides for amalgamation of the Company, TV18 and Hathway into Network18 and transfer of the cable, broadband and digital businesses by Network18 to its 3 (three) separate wholly owned subsidiaries, namely Media18, Web18 and Digital18, respectively.

The said Scheme is inter alia subject to approval from shareholders and creditors of the companies which are party to the Scheme, approval of the BSE Limited, the National Stock Exchange of India Limited, the Securities and Exchange Board of India (SEBI), the Central Government, the Honble National Company Law Tribunal, the Department of Telecommunication and any other appropriate authorities as may be required.

5. Dividend

The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.

The Dividend Distribution Policy of the Company is annexed herewith and marked as Annexure A to this Report and the same is put up on the Companys website and can be accessed at https://www.dennetworks.com/upload/code_ conduct/Dividend-Distribution-Policy.pdf.

6. Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report.

7. Credit Rating

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual report.

8. Consolidated Financial Statement

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

9. Change in Registered office of the Company

The Registered Office of the Company is situated at New Delhi, in the National Capital Territory (NCT) of Delhi. The Board of Directors of your Company at its meeting held on February 17, 2020 has approved shifting of the Registered Office of the Company from the NCT of Delhi to the State of Maharashtra i.e. within the Jurisdiction of the Registrar of Companies, Maharashtra at Mumbai, subject to requisite approvals. The Shareholders of the Company through Postal Ballot dated March 27, 2020 have accorded their approval for shifting of the Registered Office as aforesaid.

10. Employees Stock Option Schemes

The Company had adopted the DEN Employee Stock Option Scheme in 2010 and DEN Employee Stock Option Scheme- Plan B in 2014 ("DEN ESOP Schemes"). Since there were no outstanding options (whether vested or unvested) and the Company does not propose to grant any new stock options to its employees under DEN ESOP Schemes, the Board of Directors at its meeting held on February 17, 2020 gave its approval to discontinue DEN ESOP Schemes.

11. Subsidiaries, Joint Ventures and Associate Companies

During the year under review and till the date of this report, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the Act, is provided as "Annexure B" to this Report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Companys website and can be accessed at https://www.dennetworks. com/Investors. The financial statements of the subsidiaries, as required, are put up on the Companys website and can be accessed at https://www.dennetworks.com/Investors.

The Company has formulated a Policy for determining Material Subsidiaries and the same is placed on the Companys website at the link: https://www.dennetworks. com/upload/code_conduct/Policy%20on%20material%20 subsidiary.pdf

12. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

13. Directors Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;5

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2020 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI.

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

15. Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of Annual Report.

16. Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer Note 33 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS/applicable accounting standards.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://www.dennetworks.com/upload/code_ conduct/Related%20Party%20Transactions%20Policy-DEN. pdf

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

17. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

In terms of the CSR Policy, the focus areas of engagement shall be affordable healthcare solutions, access to quality education, promotion of sports, environmental sustainability and other need based initiatives.

The Companys average net profit for the three immediately preceding financial years was negative. Hence, in terms of the Act, during the year under review, the Company was not required to spend any amount on CSR activities.

The CSR Policy may be accessed on the Companys website at www.dennetworks.com/index.php/corporate- announcement#corporate-governance

18. Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and an adequate risk management infrastructure in place, capable of addressing all the risks that the organization faces such as financial, credit, market, liquidity, security, IT (cyber risk), legal, regulatory, reputational risks and such other risks.

The Risk Management Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviors that governs how the Company conducts the business and manages associated risks.

19. Internal Financial Controls

The Company has adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

20. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri. Anuj Jain (DIN: 08351295), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has

offered himself for re-appointment. The Board of Directors has recommended his re-appointment.

During the year, the Board of Directors of the Company has appointed Mr. Rajendra Dwarkadas Hingwala (DIN: 00160602) as an Additional Director, designated as an Independent Director of the Company for a period of 3 (three) consecutive years from December 21,2019. Appointment of Shri Rajendra Dwarkadas Hingwala as an Independent Director of the Company was subsequently approved by the Shareholders of the Company through Postal Ballot on March 27, 2020.

In the opinion of the Board, Shri Rajendra Dwarkadas Hingwala carries rich experience in taxation and foreign investments matters and it is expected that the Company would be immensely benefited from the rich experience of Shri Hingwala.

The Company has received separate declarations from all Independent Directors of the Company, respectively confirming that

(i) they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Listing regulations and

(ii) they have registered their names in the Independent Directors Databank.

The Company has devised, inter alia, the following Policies:

a) Policy for Selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees.

The aforesaid policies are put up on the Companys website at www.dennetworks.com/index.php/corporate- announcement#corporate-governance.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

There has been no major change in the aforesaid policy during the year.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the current year.

21. Performance Evaluation

The Company has a policy for performance evaluation

of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

22. Auditors and Auditors Report

A. Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number 101720W/W100355), were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 23, 2019. They have confirmed their eligibility and qualifications required under the Act for holding office as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditor

The Board of Directors of the Company had appointed M/s. NKJ & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 201920. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as "Annexure C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

C. Cost Auditor

The Board of Directors of the Company has appointed M/s. Ajay Kumar Singh & Company, Cost Accountants (Firm Registration no. 000386), as Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2019-20 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. Further, the Company has appointed M/s. Ajay Kumar Singh & Company, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2020-21.

23. Disclosures

A. Meetings of the Board

During the financial year ended on March 31, 2020, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board are given in the Corporate Governance Report, forming part of this report.

B. Audit Committee

The Audit Committee of the Company comprises Shri Ajaya Chand (Chairman), Shri Atul Sharma, Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors and Shri Saurabh Sancheti, NonExecutive Director, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

C. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Shri Ajaya Chand, (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non - Executive Independent Directors and Shri Sameer Manchanda, Executive Director as members.

D. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors, Shri Sameer Manchanda, Executive Director and Shri Saurabh Sancheti, NonExecutive Director, as members.

E. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Non-Executive Independent Directors and Shri Sameer Manchanda, Executive Director, as Members.

F. Other Board Committees

In compliance with the provisions of the Act and Listing Regulations, the Board has constituted Risk Management Committee.

The details of the composition, dates of meetings, attendance and terms of reference of each of the Committees are disclosed in the Corporate Governance Report, which forms part of this report.

G. Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 44 to the Standalone Financial Statement).

H. Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website at www.dennetworks.com/index.php/ corporate-announcement#corporate-governance.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

24. Prevention of Sexual Harassment at Work Place

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

i) Conservation of Energy:

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.

ii) Technology absorption:

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency. The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there is no expenditure on Research and Development.

iii) Foreign Exchange Earnings and Outgo:

The summary of foreign exchange earnings and outgo are mentioned below:

(Rs in million)
Foreign Exchange Earnings : - NIL
Foreign Exchange Outgo : - Rs 174.20

26. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website and can be accessed at https://www.dennetworks.com/upload/ annuallpdf/4727_001.pdf. Extracts of the Annual return in form MGT 9 for the FY 2019-20 can be accessed at https:// www.dennetworks.com.

27. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id investorrelations@denonline.in

28. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) There has been no change in the nature of business of the Company

29. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, business partners, customers, vendors and members during the year under review. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors
Sameer Manchanda
Chairman Managing Director
DIN:00015459
Date: April 21, 2020
Place: Gurugram, Haryana