DEN Networks Limited — Annual Report 2019

Apr 16, 2019

The Manager, Listing Department	The General Manager
The National Stock Exchange of India Ltd"	The Bombay Stock Exchange Limited
Exchange Plaza	Listing Department
Bandra Kurla Complex	l5thFloor,PJTowers
Bandra (E) Mumbai-4O0 051	Dalal Street, Mumbai-400 001
NSE Tradins Svmbol- DEN	BSE Scrip Code- 533137

Sub: - Outcome of the Board Meeting

Dear Sir,

In continuation of our letter dated 9th April 2019,we wish to inform you that the Board of Directors of the Company at its meeting held today has interalia:-

1. Approved the Audited Financial Results (Standalone and Consolidated) for the quarter /year ended March 3I,20L9 as recommended by the Audit Committee.

Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the following:

• i) Audited Financial Results (Standalone and Consolidated) of the Company for the quarter / year ended March 31,2019 and
• iÐ Auditors'Report on the Audited Financial Results (Standalone and Consolidated)

The Results are also being uploaded on the Company's website at www.dennetworks.com.

In terms of SEBI Circular CIR/CFD/CMD|56|20I6 dated May, 27, 2016, we hereby declare and confirm that M/s Chaturvedi & Shah LLP, Statutory Auditors have issued audit reports with unmodified opinion on the Audited Financial Results (Standalone and Consolidated) for the quarter / year ended March 31,2019.

Based on the recommendation of the Audit Committee, the Board has proposed to the Shareholders, for re-appointment of N{/s Chaturvedi & Shah LLP, (Firm Registration No. 101720W W-100355), as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the twelfth Annual General Meeting till the conclusion of the seventeenth Annual General Meeting.

The Board has approved appointment of Mr. Satyendra Jindal as Chief Financial Officer and Key Managerial Personnel of the Company with immediate effect. The brief profile of Mr. Jindal is enclosed.

The meeting of the Board of Directors commenced at 04.00 P.M and concluded at 06:40 P.M.

You are requested to take the note of the same in your record.

Thanking You, Yours faithfully For DEN N

jj J

(Company Membership no.

. DEN Networks Limited

Cl N : 192490D12007 PLCl 65673 Registered Office: 236, Okhla lndustrial Estate, Phase - lll, New Delhi - 110 020. Landline: +91 11 40522200llFacsimile: +91 1140522203llE-Mail :den@denonline'in llwwwdennetworks,com

Brief ProfÏle of Mr. Satyendra Jindal

Mr. Satyendra Jindal is a MBA, CFA with more than 2l years of industry experience. He has worked with Reliance, Aircel, Bharti Airtel, Huawei, Tata Internet & Siemens.

His last assignment was with Reliance Jio Infocomm as Head of Finance, Accounts and compliance for Fibre to Home ( FTTH ) business.

DEN Networks Limited

Cl N: 192490D12007 PLCl 65673 Registered Office: 236, Okhla lndustrial Estate, Phase - lll, New Delhi - 110 020. Landline: +91 11 4OS222OO | | Facsimile: +91 11 40522203 | | E-Mail :den@denonline,in | | www.dennetworks,com

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It 1¡ t-l l

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF DEN NETWORKS LIMITED

• 1 We have audited the accompanying statement of consolidated financial results of DEN NETWORKS LlMlrED ("the Parent") and its subsidiaries (the parent and its subsidiaries together refer to as "the Group") and its share of the profiv (loss) of its associates for the quarter & year ended 3lttMarch, 2019 ("the statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ('the Regulation'), read with sEBl circular No. CIR/CFD/FACl62l2016 dated 5 July, 2016 ('the Circutar').
• 1. Attention is drawn to the fact that the figures for the quarter ended 31't December,2018 and quarter & year ended 31't March 2018 are based on previously issued consolidated financial results and annual consolidated financial statements that were reviewed / audited by the predecessor auditors (vide their unmodified limited review report dated 15th January,2019 and unmodified audit report dated 18th May, 2O1B).
• 1. This statement, which is the responsibility of the parent's management and approved by the Board of Directors, has been compiled from the related consolidated financial statements which has been prepared in accordance with the lndian Accounting Standards prescribed under section 133 of the Companies Act, 2013, read with relevant rules issued thereunder ("lND AS") and other accounting principles generally accepted in lndia. Our responsibility is to express an opinion on the statement based on our audit of such consolidated financial statements"
• 1. We conducted our audit in accordance with the auditing standards generally accepted in lndia. Those standards require that we plan and perform the auclit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in financial results. An audit also includes assessing the accounting principles used and significant estimates made by management.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports referred to in paragrap below, is sufficient and appropriate to provide a basis for our audit opinion

Head 0flice: 714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai - 400 021, lndia, Tel.: +91 223021 8500 . Fu :+91 22 0lher 0ffices: 44 - 46,4th Fl00r, "C" Wing, Mittal Court, Nariman Point, Mumbai - 400 021 , lndia. Tel.: +91 22 4510 9700. Fax : +91 22 45109722. URL: www.cas.ind.in

cHATURVEDI EI SHNH LLP

Chortered Accountonts

• a. includes the result of the entities listed in Annexure A'
• b. is presented in accordance with the requirements of Regulation 33 of SEBI lLiiting Obligations and Disclosure Requirements) Regulations,2015, read w¡tn SEel Ciicutar No. CIR/CFDlFACl62l2016 dated 5 July,2016; and
• c. gives a true and fair view in conformity with aforesaid lndian Accounting étandards and other accounting principles generally accepted in lndia of the net loss including total other comprehensive income and other financial information of the-Group for the quarter & year ended 31't March ,2019.
• We did not audit the financial statements / financial information of 101 subsidiaries included in the consolidated financial results, whose financial statements / financial information reflect total assets of Rs. 6,270.57 million as at 31't March, 2019, total revenue of Rs. 1,199.02 million & Rs. 4,567.71million for the quarter and year ended on that date respectively, as considered in the consolidated financial results and the financial statements of 3 associates which reflects Group's share of net (loss) including total other comprehensive income of Rs. (62.90) million & Rs. (42.53) million for the quarter and year ended 31st March ,2019 respectively, as considered in the consolidated financial results. These financial statements / financial information have been audited by other auditors, whose reports have been furnished to us by the Management and our opinion on the consolidated financial results, in so far as it relates to the amount and disclosure included in respect of these subsidiaries and associates are based solely on the reports of the other auditors' þ

Our opinion on the statement is not modified in respect of the above matters with respect to our reliance on the work done and the report of other auditors'

The consolidated financial result includes the unaudited financial statements/ financial information of 3 subsidiaries, whose financial statements/ financial information reflect total assets of Rs. 138.83 million as at 31't March, 2019, total revenue of Rs. 32.95 million & Rs. 106.15 million for the quarter and year ended on that date respectively, as considered in the consolidated financial results. The consolidated financial results also includes the Group's share of profiV (loss) after tax including total other comprehensive income of Rs. 67'96 million & Rs. (11.41) million for the quarter and year ended 31't March,2019 respectivelv , as considered in the consolidated financial results in respect of 3 associates. These financial statements / financial information have not been 7

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audited by us. These financial statements/financial information are unaudited and have been furnished to us by the Management and our opinion on the statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is solely on such unaudited financial statement/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements / financial information are not material to the Group.

Our opinion on the statement is not modified in respect of the above matters with respect to our reliance on the financial statements / financial information certified by the Management.

We report that the figures for the quarter ended 31st March, 2019 represent the $8.$ derived figures between the audited figures in respect of the financial year ended 31st March, 2019 and the published year-to-date figures up to 31st December, 2018 being the date of the end of the third quarter of the current financial year, which were subjected to a limited review by predecessor auditor, as required under the Regulation and the Circular.

For Chaturvedi & Shah LLP Chartered Accountants

Registration No. 101720W/ W100355

$\mathbb{C}\mathbb{D}$ i $\mathcal{S}$ Tapauc) Vijay Napawaliya

Partner Membership No. 109859

Place: New Delhi Date: 16th April, 2019

Annexure A

List of entities consolidated

a) Subsidiaries held directly

S.No.	Name of Company
1	Den Broadband Private Limited
$\overline{c}$	Den Futuristic Cable Networks Private Limited
3	Den Aman Entertainment Private Limited
4	Den Budaun Cable Network Private Limited
5	Den F K Cable Tv Network Private Limited
6	Den Jai Ambey Vision Cable Private Limited
7	Den Pradeep Cable Network Private Limited
8	Den Prince Network Private Limited
9	Den Satellite Cable Tv Network Private Limited
10	Den Varun Cable Network Private Limited
11	Meerut Cable Network Private Limited
12	Den Kashi Cable Network Private Limited
13	Den Maa Sharda Vision Cable Networks Private Limited
14	Big DEN Entertainment Private Limited
15	Sanmati Entertainment Private Limited
16	Eminent Cable Network Private Limited
17	Rose Entertainment Private Limited
18	Mansion Cable Network Private Limited
19	Den Steel City Cable Network Private Limited
20	Den A.F. Communication Private Limited
21	Multi Channel Cable Network Private Limited
22	Sanmati DEN Cable TV Network Private Limited
23	Antique Communications Private Limited
24	Trident Entertainment Private Limited
25	Blossom Entertainment Private Limited

CHATURVEDI & SHAH LLP Chartered Accountants

$\frac{500}{500}$

$\overline{\mathbb{Z}}$ $\frac{1}{2\pi}$

S.No.	Name of Company	CHATURVEDI & SHAH
26	Silverline Television Network Private Limited	Chartered Accountants
27	Devine Cable Network Private Limited	W
28	Nectar Entertainment Private Limited
29	Glimpse Communications Private Limited
30	Indradhanush Cable Network Private Limited
31	Adhunik Cable Network Private Limited
32	Den Elgee Cable Vision Private Limited
33	Den Malabar Cable Vision Private Limited
34	Den Malayalam Telenet Private Limited
35	Den Citi Channel Private Limited
36	Cab-I-Net Communications Private Limited
37	Den Sariga Communications Private Limited
38	Den Kattakada Telecasting and Cable Services Private Limited
39	Sree Gokulam Starnet Communication Private Limited
40	Den Mcn Cable Network Private Limited
41	Drashti Cable Network Private Limited
42	Fortune (Baroda) Network Private Limited
43	DEN Patel Entertainment Network Private Limited
44	Mahadev Den Cable Network Private Limited
45	Den Rajkot City Communication Private Limited
46	Shree Sidhivinayak Cable Network Private Limited
47	Galaxy Den Media & Entertainment Private Limited
48	United Cable Network (Digital) Private Limited
49	Den Sahyog Cable Network Private Limited
50	Amogh Broad Band Services Private Limited
51	Den-Manoranjan Satellite Private Limited
52	Den Nashik City Cable Network Private Limited
53	Den Supreme Satellite Vision Private Limited
54	Den Discovery Digital Network Private Limited

SHAH LLP

Continuation sheet...

S.No	Name of Company	DI EI SHAH LLPCHATUFChorlered Accounlonts
55	Den Premium Multilink Cable Network Private Limited
56	Gemini Cable Network Private Limited
57	Den Ashu Cable Private Limited
58	Den Bindra Network Private Limited
59	Den Classic Cable Tv Services Private Limited
60	Den Harsh Mann Cable Network Private Limited
61	Den Krishna Cable Tv Network Private Limited
62	Den Mahendra Satellite Private Limited
63	Den Pawan Cable Network Private Limited
64	Fab Den Network Private Limited
65	Crystal Vision Media Private Limited
66	Multi Star Cable Network Private Limited
67	Den Radiant Satelite Cable Network Private Limited
6B	Radiant Satellite (lndia) Private Limited
69	Ekta Entertainment Network Private Limited
70	Den Enjoy Cable Networks Private Limited
71	Den Fateh Marketing Private Limited
72	Mahavir Den Entertainment Private Limited
73	Ambika Den Cable Network Private Limited
74	Den VM Magic Entertainment Private Limited
75	Den Ambey Cable Networks Private Limited
76	Disk Cable Network Private Limited
77	Multitrack Cable Network Private Limited
78	Desire Cable Network Private Limited
79	VBS Digital Distribution Network Private Limited
BO	Den Bcn Suncity Network Private Limited
81	Den CrystalVision Network Private Limited
82	Den Mod Max Cable Network Private Limited

Continuation sheet..

S.No.	Name of Company	CtrAÏÏJFDI ET SHAH LLP
83	Bali Den Cable Network Private Limited	Chortered Accounlonts
84	Victor Cable TV Network Private Limited
B5	Den DigitalCable Network Private Limited
86	Libra Cable Network Private Limited
87	Jhankar Cable Network Private Limited
8B	Augment Cable Network Private Limited
89	Marble Cable Network Private Limited

b) Subsidiaries held indirectly

S.No.	Name of Company
1	Divya Drishti Den Cable Network Private Limited
2	Kishna DEN Cable Networks Private Limited
3	Bhadohi DEN Entertainment Private Limited
4	Maitri Cable Network Private Limited
5	ABC Cable Network Private Limited
6	DENMTN Star Vision Networks Private Limited
7	Srishti DEN Networks Private Limited
B	Angel Cable Network Private Limited
I	Den Enjoy Navaratan Network Private Limited
t0	DEN Enjoy SBNM Cable Network Private Limited
11	DEN Prayag Cable Networks Private Limited
12	DEN STN Television Network Private Limited
13	Mountain Cable Network Private Limited
14	Den Faction Communication System Private Limited
15	Fun Cable Network Private Limited
16	Den Saya Channel Network Private Limited

c) Associate entities CHATURVEDI ET SHNH LLP

						nlonts

r

S.No.	Name of Gompany	t
1	Den Satellite Network Private Limited	t
2	DEN New Broad Communication Private Limited
3	Konark lP Dossiers Private Limited
4	DEN ABC Cable Network Ambarnath Private Limited
5	DEN ADN Network Private Limited
6	CCN DEN Network Private Limited

	STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND TEAR ENDED SI MARCH, 2019(Rs. in million)
	Particulars	3 monthsended31.03.2019	Preceeding 3months ended31.12.2018	Corresponding 3the previousyear 31.03.2018	Year to datemonths ended in figures for periodended31.03.2019	Year to date figuresfor previous periodended 31.03.2018
		(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
1.	Income
	(a) Revenue from operations(b) Other income	2,731.05279.51	3,084.1049.10	3,149.8077.60	12,060.65463.41	12,851.01298.80
12.	Total income	3,010.56	3,133.20	3,227.40	12,524.06	13,149.81
١з.	Expenses
	(a) Content cost	1,259.89	1,486.50	1,420.00	5,729.89	5,398.00
	(b) Placement Fees	113.97	99.90	129.00	424.57	462.10
	(c) Employee benefits expense(d) Finance costs	249.27135.15	238.00138.80	231.40194.00	958.17586.55	1,079.90660.51
	(e) Depreciation and amortisation expense	524.50	636.50	622.50	2,415.70	2,485.90
	(f) Other expenses	734.26	778.70	801,00	3,121.06	3,127.93
4.	Total expenses	3,017.04	3,378.40	3,397.90	13,235.94	13,214.34
5.	Profit /(Loss) before exceptional items, Share in profit/ (loss) of associatesand tax expense (2-4)	(6.48)	(245.20)	(170.50)	(711.88)	(64.53)
6.	(Exceptional items (See note 5)	2,111.00	$\tilde{\phantom{a}}$	$\blacksquare$	2,111.00	1.11
17.	Share of profit/ (loss) of associates	5.06	(19.30)	(40.90)	(53.94)	(5.90)
8.	Profit/(Loss) before tax (5-6+7)	(2.112.42)	(264.50)	(211.40)	(2,876.82)	(71.54)
9.	Tax expense
	(a) Current tax(b) Deferred tax	18.89	43.40	21.80	140.29	271.30
	10. Total tax expense	(3.11)15.78	4.2047.60	(132.90)(111.10)	(11.61)128.68	(171, 65)99.65
	11. $ Profit/(Loss)$ after tax $(8-10)$	(2, 128.20)	(312.10)	(100.30)	(3,005.50)	(171.19)
	12. Other comprehensive income:
	(A) (i) Items that will not be reclassified to profit and loss(ii) Income tax effect on above	7.63	1.50	(0.40)	13.63	4.40
	(iii) Share of other comprehensive income in associates to the extent that	(1.10)1.04		(1.20)0.20	(1.10)1.04	(1.20)0.21
	will not be reclassified to profits and loss
	(B) Items that will be reclassified to profit and loss
	13. Total other comprehensive income	7.57	1.50	(1.40)	13.57	3.41
	14. Total comprehensive income (11+13)	(2, 120.63)	(310.60)	(101.70)	(2,991.93)	(167.78)
	15. Profit / (Loss) attributable to:
	Owners of the Company	(1,863.85)	(323.80)	(107.70)	(2,774.85)	(344.10)
	- Non-controlling interests	(264.35)	11.70	7.40	(230.65)	172.91
		(2, 128, 20)	(312, 10)	(100.30)	(3,005,50)	(171.19)
	16. Other comprehensive income attributable to:
	- Owners of the Company- Non-controlling interests	8.35	1.50	(0.60)	14.35	4.21
		(0.78)7.57	1.50	(0.80)(1, 40)	(0.78)13.57	(0.80)3.41
17.	Total comprehensive income attributable to:- Owners of the Company	(1,855.50)	(322.30)	(108.30)	(2,760.50)	(339.80)
	- Non-controlling interests	いつよに	1170	5.50	1721.12	177.11
		(2,120,63)	(310,60)	(101,70)	(2,991,93)	(167, 69)
18.	Paid-up equity share capital (net) (Face value Rs. 10/-)	4,767.66	1,953.18	1,953.18	4,767.66	1,953.18
19.	Other equity (excluding revaluation reserve)			٠	20,692.78	5,906.46
	20. Earnings per share (EPS) (Face value Rs. 10/-)
	(a) Basic	$(5.03)*$	$(1.66)^*$	$(0.56)*$	(11.63)	(1.77)
	(b) Diluted*not annualised	$(5.03)*$	$(1.66)*$	$(0.56)*$	(11.63)	(1.77)
	See accompanying potes to the consolidated financial results

DEN NETWORKS LIMITEDCIN: L92490DL2007PLC165673STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH, 2019

$\frac{1}{2}$

DEN NETWORKS LIIIITED C¡Nr L9249ODL2OO7PLC16s673 Reg¡stered Officer 236. Okhla fndustr¡al Estate, Phase-III, New Delhi - 11OO2O AUDITED CONSOLIDATED BALANCE SI{EET

Part¡culars	As at31,3.2019(Rs. in mlllion)	As at31.3.2018(Rs. ¡n m¡ll¡on)
A. ASSETS
l. Non-current assets
(a) Property, plant and equipment	7,588.83	t0,076.2r
(b) Capltalwork-in-progress	186.83	503.99
(c) Goodw¡ll on consolidation	1,623.80	1,645.90
(d) Intangible assets	132.51	135.58
(e) Financ¡al assets
(i) Investments	684.87	738.91
(ii) Loans	63.50	64.O2
(il¡) Other financial assets		t26.tt
(f) Non-current tax assets (net)	1,100.04	464.70
(S) Deferred tax assets (net)	928.42	929.75
(h) Other non-current assets	545.96	352.60
Total non-current assets	12,854.76	ts437.77
2. Current assets
(a) Financ¡al assets
(i) Investments	20,709.84	529.84
(ii) Trade receivables	2,260.tt	3,022.97
(iii) Cash and cash.equiva¡ents	788,74	1,509.02
(iv) Bank balances other than cash and cash equivalents	1,459.38	t,675.04
(v) Loans	272.52	398.85
(vi) Other financial assets	884.58	575.34
(b) Other current assets	330.65	423.75
Total current assets	26¡705.86	8,134.81
Total assets	39,56O,62	23,572.58
B. EQUITY AND LIABILITIES
Equ¡ty
(a) Equity share capital	4,767.66	1,953.18
(b) Other equity	20,692.78	5,906.46
Equ¡ty attr¡butable to owners of the company	25,460.44	7,859.64
Non-controlling interests
	780.56	1,039.41
Total equ¡tyLiab¡lit¡es	26,24t.OO	8,899.O5
1. Non-current liab¡l¡t¡es
(a) Financiall¡abilities
(¡) Borrowlngs	2,660.3t
(ii) Other financial liabil¡ties	0.35	3,14 1.1 54.00
(b) Provisions	T19,77	92.94
(c) Deferred tax liabilities (net)	73.67	0.77
(d) Other non-current liabilities	2,652,33	3,532.50
Total non-current liabilltles	s,446.43	6,77t.36
2. Current liab¡l¡t¡es
(a) Financialliab¡lit¡es
(i) Borrowings	648.87	1,050.29
(ii) Trade payables
-Total outsanding dues of micro enterprises and small	1.55	10.38
enterprises
-Total outstanding dues of creditors other than mlcroenterprlses and small enterprises	2,642.76	2,534.72
(iii) Other financlal l¡abilities	3,210.56	2,598.75
(b) Provis¡ons	13.91	49.06
(c) Current tax liabilities (net)	t7.49
(d) Other current l¡abilities	L,337.65
Total current liabilities	7,873.19
Total liabilities	13,319.62
Total equ¡ty and liabilities	39,56O.62	23,572.58

New ¿ L

*

					(Rs. In million)
Particulars	3 months ended31.03.2019	Preceeding 3months ended31.12.2018	Corresponding 3months ended inthe previous year31.03.2018	Year to date figuresfor period ended31.03.2019	Previous yearended31.03.2018
	(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
Segment Revenue (a to b)(a) Cable distribution network(b) Broadband	2,551.14179.91	2,915.90168.20	2.983.40166.40	11,391.64669.01	12,097.51753.50
Total	2,731.05	3,084.10	3.149.80	12,060.65	12,851.01
Segment Results (a to b)
(a) Cable distribution network(b) BroadbandTotal	(113.26)(37.58)(150.84)	(89.50)(66.00)(155.50)	20.20(74.30)(54.10)	(343.56)(245.18)(588.74)	616.33(319.15)297.18
Add/Less :i. Finance costsii. Other income	(135.15)279.51	(138.80)49.10	(194.00)77.60	(586.55)463.41	(660.51)298.80
Profit /(Loss) before exceptional items, Share in profit/ (loss) ofassociates and tax expenseLess : Exceptional item	(6.48)2.111.00	(245, 20)$\blacksquare$	(170.50)	(711.88)2,111.00	(64, 53)1.11
Add: Share of profit/(loss) of associates	5.06	(19, 30)	(40.90)	(53.94)	(5.90)
Profit/ (Loss) before tax	(2, 112.42)	(264.50)	(211.40)	(2,876.82)	(71.54)
lLess: Tax expense	15.78	47.60	(111.10)	128.68	99.65
Profit / (Loss) after tax	(2, 128, 20)	(312, 10)	(100.30)	(3,005.50)	(171.19)
Segment Assets
(a) Cable distribution network(b) Broadband	13,652.77835.97	13,047.501.023.50	13.047.341.089.04	13,652.77835.97	13.047.341,089.04
Total segment assets	14,488.74	14,071.00	14,136.38	14.488.74	14,136.38
Add: Unallocated assets	25,071.88	9,108.10	9,436.20	25,071.88	9.436.20
Total assets	39,560.62	23.179.10	23,572.58	39,560.62	23,572.58
Segment Liabilities
(a) Cable distribution network	8,230.15222.83	9,382.90318.70	8,891.08282.14	8,230,15222.83	8,891.08282.14
(b) BroadbandTotal segment liabilities	8,452.98	9,701.60	9,173.22	8,452.98	9,173.22
Add: Unallocated liabilities	4,866.64	5,468.50	5,500.31	4,866.64	5,500.31
Total liabilities	13,319.62	15,170.10	14,673.53	13,319.62	14,673.53

$\bar{\beta}$

DEN NETWORKS LIMITEDCIN: L92490DL2007PLC165673Consolidated segment revenue, results, assets and liabilities for the quarter and year ended 31 March, 2019.

$\hat{\mathcal{A}}$

$\mathcal{A}$

Notes to the consol¡dated aud¡ted financial results:

• 1 The figures for the correspondlng previous period / year have been regrouped / reclassified wherever cons¡dered necessary to make them comparable.
• The figures for the quarter ended 31st March 2019 are balanclng f¡gures between the audited figures in respect of full flnanclal year and reviewed year to date f¡gures upto the third quarter of the financial year.
• 2 The consolidated financial results relate to DEN NETWORKS LIMITED ('the Company' or 'the Parent Company'), ¡ts subs¡diar¡es companles and ¡ts associates, collectively referred to as'the Group'.
• 3 The audit committee has reviewed the above results and board of dlrectors has approved the above results and its release at their respective meetings held on 16th April 2019.
• 4 During the quarter, the Company has allotted on preferential basis 28,14,48,000 equity shares of Rs. 72.66 each at a premium of Rs. 62.66 per share to the following entlties (the 'Acquirers') aggregating to Rs. 2,045.00 million representing 58.98olo of post-preferential allotment equity share capital of the Company.

Name of the Acquirers	No. of Equ¡ty Shares	Amount
		lRs, in millionl
lio Futuristic Dieital Holdines Private Limited	L368,47.L50	9,943.30
lio Dieital Distribution Holdinss Pr¡vate Lim¡ted	712,48,2A0	5,176.90
,io Television Distribution Holdinss Private Lim¡ted	733,52,570	5,329.80
Totâl	2a14.48.OOO	?lt_¿5tì-oo

The Acquirers have acquired sole control of the Company and the Acquirers together with the Persons Acting in Concert (PACs) namely Reliance Industr¡es Limited (RIL), Digital Media Distribution Trust, Reliance Content Distr¡but¡on Limited and Rellance Industrial Investments and Holdings L¡m¡ted have become part of the 'promoter and promoter group' of the Company pursuant to the:

(a) aforesaid preferential allotmenç and (b) purchase by Jio Futur¡st¡c Digital Holdings Private Limlted (one of the Acquirers) of 3,35,85,000 equity shares of the Company representing 7,O4o/o of the post-preferential allotment paid-up equlty share capital from Shri Sameer Manchanda and Verve Englneer¡ng Pr¡vate L¡m¡ted. Further, pr¡or to the sald acquis¡tions, Rellance Ventures Limited (RVL), Reliance Strategic Investments Llmited (RSIL) and NetworklS Media and Investments Limited (NW18) (RVL and RSIL are wholly-owned subs¡diarles of RIL. Independent Media Trust (of which RIL is the sole beneficiary) owns and controls 73.L'o/o of the paid-up equity share capltal of NW18 (directly and ¡ndirectly through companies wholly owned and controlled by lt) together were holding 26,46,968 equity shares constituting 0.55o/o of the post-preferentlal allotment pald-up equity share capital of the Company. Post the aforesa¡d acqulsltlons by the Acquirers, RVL, RSIL and NW18 have also become part of the 'promoter and promoter group'of the Company,

On March 5, zOLg, the Acquirers acquired an aggregate of 5,74,89,6L2 equity shares representlng L2.OSo/o of the total paid-up equity share cap¡tal of the Company pursuant to an open offer under the Secur¡ties and Exchange Board of Ind¡a (Substantial Acquisltlon of Shares and Takeovers) Regulations, 2011. Accordingly, as at March 31, 2019, the aggregate holding of the Acqúlrers, RVL, RSIL and NW18 in the Company stood at 37,5f,69,580 equity shares ofthe Company representing 78.620/o ofthe total paid-up equity share capital ofthe Company. 'The proceeds of preferential allotment amounting to Rs. 2O,45O.OO million have been temporarily invested ¡n liquid mutual funds.

5 Exceptional items :

In view of the New Regulatory Framework for Broadcasting & Cable servlces sector notifled by the Telecom Regulatory Author¡ty of Ind¡a (TRAI), which has come ¡nto effect during the quarter, resulting into changes in pricing mechanism & arrangements amongst the Group, LCOS, Broadcasters and consumers; pursuant to above change and assessment carried out by the management, the Group has recognised provision for impa¡rment of trade receivables and Property Plant & Equipment including Set top boxes amounting to Rs. 1845.60 million' Additionally, one-time exceptional prov¡sion has been recognised for certain tax related matters and other assets amounting to Rs. 265.40 million. These adjustments, having one-time, non-routlne materlal impact on flnancial statements, hence been disclosed as "Exceptional ltem" ¡n Financial Results

and be of ENN

S.N. Sharma Chief Executive Off¡cer

Managing Director DIN

New Delhi 16 Apr¡|, 2019

cHATURVEDI ET SHNH LLP

Chortered Accountonts ,*

TO THE BOARD OF DIRECTORS OF DEN NETWORKS LIMITED

• 1. We have audited the accompanying statement of standalone financial results of DEN NETWORKS L¡MITED ("the Company"), for the quarter and year ended 31't March, 2019 ("the statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('the Regulation'), read with SEBI Circular No. CIR/CFDIFACl62l2016 dated 5 July, 2016 ('the Circular').
• 1. Attention is drawn to the fact that the figures for the quarter ended 31ut December,2018 and quarter & year ended 31't March 2018 are based on previously issued standalone financial results and annual standalone financial statements that were reviewed / audited by the predecessor auditors (vide their unmodified linrited review report dated 1sth January, 2019 and unmodified ar-rdit report dated 18th May, 2018).
• 1. This statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been compiled from the related standalone financials statements which has been prepared in accordance with the lndian accounting standards prescribed under Section 133 of the companies Act, 2013 read with relevant rules issued thereunder ('lND AS') and other accounting principles generally accepted in lndia. Our responsibility is to express an opinion on the statement based on our audit of such standalone financial statements.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in lndia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Head 0lfice: 714-Tls,TulsianiChambers, 212, Nariman Point, Mumbai- 400 021, lndia. Tel.: +912230218500 . Fu :+9122 3021 8595 0ther Offices: 44 - 46,4th Floor, "C" Wing, Mittal Court, Nariman Point, Mumbai - 400 021, lndia. Tel.: +91 22 4510 9700. Fu : +91 22 45109722. URL : www.cas.ind.in

Branch : Bengaluru

• S. Based on our audit conducted as above, in our opinion and to the best of our information and according to the explanations given to us, the statement:
  • (i) is presented in accordance with the requirements of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, read with SEBI Circular No. CIR/CFD/FACl62l2016 dated 5 July, 2016; and
  • (ii) gives a true and fair view in conformity with aforesaid lndian Accounting Standards and other accounting principles generally accepted in lndia of the net loss including total other comprehensive income and other financial information of the Cotptny for the quarter and year ended 31't March, 2019.
• 1. We report that the figures for the quarter ended 31ttMarch,2019 represent the derived figures between the audited figures in respect of the financial year ended 31't l\iarch, 2O1g and the publisñed year-to-date figures up to 31't December, 2018 being the date of the end of the third quarter of the current ¡nancial year, which were subjected to a limited review by predecessor auditor, as required under the Regulation and the Circular.

For Chaturvedi & Shah LLP Chartered Accountants Registration No. 1 01720W I W1 00355

¡ali\ ,þ'r"

t¿tl t, ,'' ,i! tv.ltr '' Vijay Napawaliya " Partner Membership No. 109859

Place: New Delhi Date: 16th April, 2019

DEN NETWORKS LIMITED

DEN NETWORKS ENTITIEDCIN: L92490DL2007PLC165673STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH, 2019

(Rs. in million)
	Particulars	3 months ended31.3.2019	Preceding 3months ended31.12.2018	Corresponding 3months ended inthe previous year31.3.2018	Year to datefigures for currentvear ended31.3.2019	Year to datefigures forprevious yearended 31.3.2018
		(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
1.	Income
	(a) Revenue from operations	2,141.61	2,595.90	2,662.20	10,093.41	10,644.47
2.	(b) Other incomeTotal income	305.272,446.88	57.502,653.40	98.402,760.60	546.1710,639.58	365.6411,010.11
3.	Expenses
	(a) Cost of traded items	16.23	16.78	9.26	78.59	113.90
	(b) Content cost	1,153.31	1,432.90	1,370.80	5,462.21	5,183.87
	(c) Placement fees	328.91	371.50	416.30	1,497.51	1,647.23
	(d) Employee benefits expense	166.75	151.30	133.60	609.05	670.90
	(e) Finance costs	126.09	133.20	160.20	556.49	596.01
	(f)Depreciation and amortisation expenses(g) Other expenses	339.48377.31	374.70388.19	363.00400.23	1,452.681,666.85	1,442.171,655.00
4.	Total expenses	2,508.08	2,868.57	2,853.39	11,323.38	11,309.08
5.	Profit /(Loss) before exceptional items and tax expense	(61.20)	(215.17)	(92.79)	(683.80)	(298.97)
	$(2-4)$
6.	Exceptional items (See note 6)	1,507.00			1,507.00	158.90
7.	Profit/ (Loss) before tax (5-6)	(1,568.20)	(215.17)	(92.79)	(2, 190.80)	(457.87)
8.	Tax expense
	(a) Current tax	$\tilde{\phantom{a}}$		20.10		20.14
	(b) Deferred tax			(168.20)		(168.22)
9.	Total tax expense	$\blacksquare$	$\bullet$	(148.10)	$\blacksquare$	(148.08)
	10. Profit / (Loss) after tax (7-9)	(1, 568.20)	(215.17)	55.31	(2, 190.80)	(309.79)
	11. Other comprehensive income:
	(A) (i) Items that will not be reclassified to profit and loss	3.15	1.50	1.00	9.15	4.66
	(ii) Income tax effect on above			(1.60)		(1.60)
	(B) Item that will be reclassified to profit and loss
12,	Total other comprehensive income	3.15	1.50	(0.60)	9.15	3.06
13.	Total comprehensive income (10+12)	(1, 565.05)	(213.67)	54.71	(2, 181.65)	(306.73)
	14. Paid-up equity share capital (net) (Face value Rs. 10/-)	4,767.66	1,953.20	1,953.20	4,767.66	1,953.18
15.	Other Equity excluding reveluation reserve
					21,567.08	6,148.71
	16. Earnings per share (EPS) (Face value Rs. 10/-)
	(a) Basic EPS	$(4.23)*$	$(1.10)*$	$(0.29)*$	(9.19)	(1.59)
	(b) Diluted EPS*not annualised	$(4.23)*$	$(1.10)*$	$(0.29)*$	(9.19)	(1.59)
	See accompanying notes to the standalone financial
	results

SARDO $\frac{|\dot{\mathcal{U}}|}{\mathcal{Z}|}$ New Delhi) n.Co

DEN NETWORKS LIMITED CIN: L9249ODL2OO7PLC165673 Registered Office: 236, Okhla fndustrial Estate, Phase-III' New Delhi - 11OO2O AUDITED STANDALONE BALANCE SHET

Palticulars	As at31.3.2019	As at31.3.20r8
	(Rs. in million)	(Rs. in million)
A. ASSETS
1. Non'current assets
(a) Property, plant and equipment	5,L29.t4	6,706.5L
(b) Capital work-in-progress(c) Other intangible assets	76.64	312.05
(d) Financial assets	50.55	74.90
(i) Investments	5,386.84	5,260.94
(i¡) Loans	28.96	26.60
(iii) Other financial assets		125.00
(e) Non-current tax assets (net)	965.42	757.9L
(Ð Deferred tax assets (net)(g) Other non-current assets	375.84	375.84337.96
	513.17
Total non-current assets	12,526.56	I9
2. Current assets
(a) Financial assets
(i) Other investments	20,747.2O	529.84
(ii) Trade receivables	3,29t.99	3,797.OO
(iii) Cash and cash equivalents	21 1.09	898.44
(iv) Bank balances other than cash and cash equivalents	1,42L.95	1,629.56
(v) Loans	256.t9	436.02
(vi) Other financial assets(b) Other current assets	1,079.51t44.93	925.50188.40
Total current assets	27,152.86	8,404.76
Total assets	7ll_423	22,382.47
B. EQUITY AND LIABILITIES
Equity
(a) Equity share capital	4,767.66	1,953.18
(b) Other equity	2L,567.O8	6,t48.71
Total equity	74	8,101.89
Liabilities
1. Non-current liabilities
(a) Financial liabilities
(i) Borrowings	2,636.69	3,L37.O9
(i¡) Other financial liabilities(b) Provisions		5.2355.86
(c) Other non-current liabilities	77.942,272.O3	2,895.79
Total non-current liabilities	4,986.66	6,O93.97
2. Current liabilities
(a) Financial liabilities
(i) Borrowings	644.43	L,042.92
(li) Trade payables
- Total outstand¡ng dues of micro enterprises and small	1.55	10.38
enterorises-Total outstanding dues of creditors other than micro
enterprises and small enterprises	3,703.2L	3,640.37
(iii) Other financial liabilities	2,963.28	2,339.47
(b) Provisions	tt.26	42.40
(c) Other- current liabilities	L,034.29	L,rtr.o7
Total current l¡ab¡l¡t¡es	8,358.02	8,186.61
Total liabilities	13,344,64
Total equity and liabilities	Êrq,¿12

I

Notes to the standalone aud¡ted financial results:

• The figures for the corresponding previous period / year have been regrouped / reclassified wherever considered necessary to make them comparable.
• The figures for the quarter ended 31st March 2019 are balancing f¡gures between the aud¡ted figures in respect of full financial year and reviewed year to date figures upto the third quarter of the financial year.
• 2 The audit committee has reviewed the above results and board of d¡rectors has approved the above results and its release at their respective meetings held on 16th April 2019.
• 3 The Company is engaged only in the cable business hence there is no separate reportable segment as per requirements of Ind AS 108 Operating Segments.
• 4 The Company has investments of Rs. 5,424.20 million (net of prov¡s¡on for lmpairment of Rs, 143.34 million) in subsidiary companies and associate companles as on 31 March, 2019. of these, net worth of investments w¡th carrying value of Rs. 2,868.32 milllon (net of provision for ¡mpa¡rment of Rs. 97.32 million) and balances of loans / advances of Rs, 15.74 million as at 31 March, 2019 have fully/substantially eroded. Of these, investments aggregating to Rs. 182.20 million in companies whose net worth ¡s fully/substant¡ally eroded have earned profits for the year ended 31 March, 2019, Based on the projections, the management of the Company expects that these companies will have positive cash flows to adequately sustain lts operations in the foreseeable future and therefore no further provision for impa¡rment is considered necessary.
• 5 During the quarter, the Company has allotted on preferential basis 28,14,48,000 equity shares of Rs. 72.66 each at a premium of Rs. 62.66 per share to the following ent¡ties (the 'Acquirers') aggregating to Rs. 2,045.00 million representing 58.98olo of post-preferent¡al allotment equ¡ty share cap¡tal of the Company,

Name of the Acquirers	No, of Equity Shares	Amount
Jio Futur¡stic Disital Holdinss Private Lim¡ted	1368,47,150	9.943.30
lio D¡e¡tal Distrlbut¡on Holdinss Pr¡vate Limited	7L2.48,280	5_176.qO
Jio Television Distr¡butlon Hold¡nss Pr¡vate Limited	733.52.570	5_32q.80
Tôiâl	,nr ¿_¿¡_ooo	rñ áEñ nn

The Acquirers have acquired sole control of the Company and the Acquirers together with the Persons Act¡ng in Concert (PACS) namely Reliance Industries Limited (RIL), Digital Media Distributlon Trust, Reliance Content Distribut¡on Limited and Reliance Industrial Investments and Holdings L¡mited have become part of the 'promoter and promoter group' of the Company pursuant to the:

(a) aforesaid preferential allotment; and (b) purchase by Jio Futuristic Digital Holdings Private Limited (one of the Acquirers) of 3,35,85,000 equity shares of the Company represent¡ng 7,O4o/o of the post-preferential allotment paid-up equ¡ty share capital from Shr¡ Sameer Manchanda and Verve Englneer¡ng Pr¡vate L¡mited. Further, pr¡or to the sald acquisit¡ons, Rellance Ventures Limlted (RVL), Reliance Strategic Investments Limited (RSIL) and NetworklS Media and Investments Limited (NW18) (RVL and RSIL are wholly-owned subsld¡aries of RIL. Independent Media Trust (of which RIL ls the sole beneficiary) owns and controls 73.15o/o oÍ the paid-up equity share capital of NW18 (dlrectly and-¡ndirectly through companies wholly owned and controlled by lt) together were holdlng 26,46,968 equ¡ty shares constituting 0'55o/o of the postpreferential allotment paid-up equity share capital of the Company. Post the aforesaid acquisitions by the Acquirers, RVL, RSIL and NW18 have also become paft of the'promoter and promoter group'of the Company,

On March 5,20L9, the Acquirers acquired an aggregate oÍ 5¡74,89,612 equity shares representing t2.05o/o of the total paid-up equ¡ty share capital of the Company pursuant to an open offer under the Secur¡ties and Exchange Board of Ind¡a (Substantial Acqu¡sit¡on of Shares and Takeovers) Regulations, 2011. Accord¡ngly, as at March 31, 2019, the aggregate holding of the Acquirers, RVL, RSIL and NW18 in the Company stood at 37,51,69,580 equity shares ofthe Company representlng 78.620/o ofthe total paid-up equity share capital ofthe Company The proceeds of preferent¡al allotinent amounting to Rs, 20,450.00 million have been temporarily invested ¡n liqu¡d mutual funds.

6 Exceptlonal items

In view of the New Regulatory Framework for Broadcastlng & Cable servlces sector notified by the Telecom Regulatory Author¡ty of Ind¡a (TMI), which has come ¡nto effect during the quarter, result¡ng lnto changes in priclng mechanism & arrangements amongst the Company, LCOS, Broadcasters and consumers; Pursuant to above change and assessment carried out by the management, the Company has recognised provislon for lmpairment of trade receivables and Property Plant & Equ¡pment ¡ncluding Set top boxes amounting to Rs. 1228'02 million. Add¡tionally, one-time exceptional provision has been recognised for certa¡n tax and other assets amount¡ng to Rs. 278.98 m¡llion. These adjustments, having one-time, non-routine material impact on financ¡al disclosed as "Exceptional ltem" in Financ¡al Results

New Delhi 16 April, 2019

For a Dlrectors DEN nd Managing D¡rector DIN 15459 D