Pritish Nandy Communications Ltd Management Discussions.

OVERVIEW

In the current content business scenario, internet enabled streaming platforms have emerged as the largest growing segment.

Our Company has proved over the years that it understands the content needs and preferences of young and emerging audiences. Be it through television content, films or, now, shows that are streamed online. Our skills are backed by 26 years of actual experience.

1. INDUSTRY, SEGMENT-WISE PERFORMANCE, OPPORTUNITIES AND OUTLOOK

a. CONTENT

PRESENT ECONOMIC AND PERFORMANCE OF THE COMPANY

The increasing demand for content—both filmed entertainment and serialised digital streaming shows- added to our Companys revenues and we intend to further develop our footprint in the growing content market, both in India as well as overseas. This is best done through international OTT platforms.

Our Companys first streaming show, the first season of ten episodes of Four More Shots Please, an Amazon Original, dropped on January 25 this year across 200 countries and territories on the Amazon Prime Video platform.

The positive response to the show has resulted in two more seasons being commissioned by Amazon Prime Video. The principal photography of the second season hasjust been completed and post production has commenced while the third season is being written. The Company has successfully met both the budget for the first season as well as the production deadlines. We intend to do the same for the next two seasons.

Two more shows are being currently developed for OTT, one a fiction show like Four More Shots Please and the other, a non-fiction series in the true crime genre. Our Company has been approached by other OTT platforms as well for developing new shows, both scripted and unscripted. Discussions are on.

Our Company also continues to remain engaged in the development and production of filmed entertainment content. Two new feature film projects are in various stages of development. Here, too, we are considering the possibility of these films on OTT platforms which would entirely de-risk the projects and help us to explore the growing viewership on such platforms.

Our Company has also reissued the satellite broadcasting rights of its film library to Star TV. The library is also being streamed on several OTT platforms, including Netflix, Hotstar, Jio, Sony LIV, ErosNow, MX Player and Spuul.

Moving into our 27th year, we are well positioned to make and deliver innovative content for screening on multiple platforms in India and overseas. Our filmed entertainment products are widely accepted by discerning audiences all overthe world and our serialised digital content is streaming across the globe, localised in different languages.

b. DIGITAL AND WELLNESS:

The Company has two subsidiaries viz. PNC Digital Ltd and PNC Wellness Ltd.

PNC Digital Ltd

There has been no material change in the nature of the business of this subsidiary. Its principal business is sourcing content for digital streaming, setting up niche delivery systems for digital streaming and running the business of content aggregation as well as any other technology business using the internet as its primary delivery platform. Efforts till date have not translated into revenue generation but this subsidiary will continue its efforts. Essentially this subsidiary will function as a bridge between content producers and digital distributors.

PNC Wellness Ltd

There has been no material change in the nature of the business of this subsidiary. It is in dialogue with other business enterprises to rework the Companys wellness business through the digital medium. This subsidiary owns several wellness brands like Moksh, Power Yoga, Passion Yoga, Cool Yoga and Couple Yoga and is exploring ways and means to commercialize them through joint ventures.

2. RISKS, CONCERNS AND THREATS

The content business is risk-prone. Shifting audience tastes has made the market unpredictable with films having shorter windows for generating revenues at the time of their first theatrical release. Distributors are risk averse and are reluctant to pay minimum guarantees upfront. The Company is therefore, focusing on strategies for recovering its investment in content prior to or at the time of a films release. The Company plays an important role in the marketing of its own films.

Providing content to OTT players is working on the basis of approved and commissioned projects. This fits in with the Companys overall strategy for risk management.

Piracy still remains a serious problem. The industry is trying to find more effective ways and means to cope with it. The Company continues its multi-product portfolio approach to minimize and manage the risks of the business. The Company is also constantly reviewing and researching the audiences likes and dislikes by creating innovative products that can meet the challenge of audience expectations.

The negatives of the Companys archived filmed content are ageing and in the current digital scenario, can eventually become technology-obsolete. To counter this and continue to generate income from these films, the Company has already digitised its entire film archives.

3. INTERNAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

The Company has adequate internal control systems in place. These constantly generate and assess creative ideas. There is collective responsibility at every stage of decision making and a Corporate Leadership Team including important department heads examines and clears each project for implementation. Our Company has in place an adequate system of internal controls with documented procedures covering all corporate functions. Systems of internal controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls and compliance with applicable laws and regulations.

Adequate internal control measures are in the form of various policies and procedures issued by the management covering all critical and important activities including revenue management, production, purchase, finance, compliances, human resources, safety and the adoption of best practices. These policies and procedures are updated from time to time and compliance is monitored by internal and external audit. Our clients also have their own rigorous audit processes in place which act as additional controls.

The effectiveness of internal controls is reviewed through the internal audit process, which is undertaken for every operational activity. The focus of these reviews is as follow:

• Identify weakness and areas of improvement

• Compliance with defined policies and processes

• Safeguarding of tangible and intangible assets

• Management of business and operational risks

• Compliance with applicable statutes

• Compliance with the Companys Code of Conduct

The Business Process and Risk Management Committee under the supervision of the Audit Committee of the Board oversees the adequacy of internal control environment through regular reviews of the Internal Audit Report and monitoring implementations of internal audit recommendations through the compliance reports submitted to them. Our Company is faced with different types of risks which need different approaches for mitigation.

On a primary basis our Company has identified and categorised the following risks:

Operational risks like injury to lead actor/s and/or critical crew, loss by fire, high personnel turnover ratio, piracy, delay in production cycle, censor certification where applicable, litigation, negative public perception, box office failure and realization of payments due, environment risks like technology shifts, new emerging trends and statutory and legal compliances. Financial risks like shortage of working capital, diminution of asset value, data loss, inventory loss, bad debts and theft/ loss of cash and valuables. There are also intangible asset risks such as misuse of intellectual property rights and deterioration of brand image.

Depending on the nature, impact and probability of the risk our Company has devised various mitigating solutions like: providing for contingencies, taking insurance cover wherever necessary, making quality content products, devising appropriate marketing strategies, aligning pay scale with industry standards, training staff and offering growth opportunities, maintaining work life balance, providing for leisure, installing proper payment systems, maintaining good relations, carrying out raids and lodging complaints with anti-piracy organizations, making audiences aware of the benefit of original print quality, ensuring proper project management, forming multiple teams with experienced team leaders, ensuring film content complies with guidelines, ensuring proper contractual documentation of rights, ensuring that true facts are disseminated swiftly, identifying new platforms, tying up with distributors and exhibitors wherever required, dealing with established and reputed dealers, ensuring staff familiarity with latest technology, identifying trends, carrying out research, ensuring proper filing of statutory documents and returns, ensuring proper budgetary planning and cash flow, complying with a proper depreciation accounting policy, complying with dividend payout policy, ensuring timely replacement of equipment at best prices, maintaining proper inward and outward registers, checking the library periodically, initiating legal action whenever applicable, monitoring adequate cash levels and registering intellectual property with appropriate authorities and monitoring and managing its brand image continuously.

4. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Companys financial performance is stable. The Company is currently focusing on enhancing growth along with profitability.

5. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is continuously building its talent base. Its Corporate Leadership Team has qualified and experienced members drawn from different specializations. The middle management cadre has been developed and strengthened. However, the Company, as a policy, sees its core content making business essentially as project management. It prefers to assemble talent teams for each content project and these teams are disbanded once the project is complete. The talent bank that the Company has access to remains independent and is yet available to the Company at short notice.

The Company enjoys cordial relations with its employees and the talent that it hires on a project basis. Most employees have been with the Company for several years.

6. CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Companys objectives and expectations maybe forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied.