Zee Entertainment. CMP: INR535 TP: INR610 (+14%) Buy. Attempts to fix hole in the ship via sports assets sale

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BSE SENSEX S&P CNX 28, 423 8,775 Stock Info Bloomberg Z IN Equity Shares (m) 960.4 M.Cap. (INR b)/(usd b) 371.7/5.8 52-Week Range (INR) 402 / 265 52-Week Range (INR) 545 / 350 1, 6, 12 Rel. Per (%) 5/20/33 12M Avg Val (INR M) 878 Free float (%) 56.9 Financials Snapshot (INR b) Y/E Mar 2016 2017E 2018E Net Sales 58.3 68.1 76.9 EBITDA 15.0 20.3 26.7 PAT 10.2 14.6 19.7 EPS (INR) 10.6 15.2 20.5 Gr. (%) 3.9 43.3 35.2 BV/Sh (INR) 11.8 15.9 20.3 RoE (%) 27.3 31.5 33.6 RoCE (%) 17.8 22.2 25.8 P/E (x) 50.5 35.3 26.1 P/BV (x) 45.2 33.6 26.4 Shareholding pattern (%) As on Dec-15 Sep-15 Dec-14 Promoter 43.1 43.1 43.1 DII 4.2 3.5 1.0 FII 47.6 48.4 51.9 Others 5.1 5.0 4.1 FII Includes depository receipts Stock Performance (1-year) Zee Entertainmen Sensex - Rebased 570 490 410 330 250 Sep-15 Dec-15 Mar-16 May-16 Aug-16 1 September 2016 Update Sector: Media Z Zee Entertainment CMP: INR535 TP: INR610 (+14%) Buy Attempts to fix hole in the ship via sports assets sale Zee Entertainment s (ZEEL) board approved the sale of its sports biz (which includes the TEN brand) to Sony Pictures Networks for an all-cash consideration of USD385m (INR25.78b), implying valuation of over 4x FY16 sales. The deal comes with a four-year non-compete agreement and should get consummated over the next 4-5 months. Only laggard in Zee portfolio finds a suitor in Sony Pictures: ZEEL was never a serious sports broadcaster with limited investments in this genre. With rights for five not-so-strong cricket boards (South Africa, West Indies, Zimbabwe, Pakistan and Sri Lanka) and non-cricket properties such as WWE, UEFA Football and US Open tennis, ZEEL never managed to challenge Star s (all ICC cricket rights reside with Star) and Sony s (IPL broadcasting rights) sports supremacy. Thus, we believe in Sony it has found the perfect suitor. Sports an expensive proposition in India: Sports remains a value-dilutive proposition in India as viewing largely remains restricted to cricket and value by-far resides with the BCCI (Indian cricket board), which sells satellite rights at prohibitively expensive prices. Due to this and amoebic ARPUs, the return on sports investments has remained elusive. Bouquet heft to continue to remain strong, downside from non-participation overplayed: We note that ZEEL only started selling sports via bundled offering through its distribution arm TAJ two years ago when Media Pro (erstwhile distribution JV between Star and Zee) was dismantled. The network s weak cricket properties and non-cricket offerings were hardly a bargaining chip for the network during negotiations with distribution platforms. We believe Its portfolio of strong entertainment, FTA and regional channels are expected to hold Zee s network pricing. We believe that the downside due to nonparticipation in sports should be limited as subscription ARPUs for sports are amoebic. The four-year non-compete clause is short enough to ensure participation in sports in case of an ARPU inflection. Capital allocation to improve, surplus cash to be returned to shareholders: ZEEL has been stepping up its focus on regional and international channels. It intends to improve presence in Tamil (currently a marginal player v/s SUN TV, Star, and Mazhavil, among others) and Malayalam (no presence) language channels. Use of proceeds from the sports biz sale toward these core biz segments should improve capital allocation, in our view. ZEEL maintained that proceeds from the sports biz sale would be used either for: 1) retirement of INR20b preference share liability, 2) investment in existing biz (maximum cash requirement ~INR10-12b), 3) international expansion, or 4) alternative means to return cash to shareholders. Valuation and view: We believe ZEEL should benefit from sports biz exit as the focus increasingly shifts to core assets. Besides, it has ensured an impressive return on its USD105-110m sports investment. We upgrade our FY17/FY18 EPS estimates by 4-7%, and revise our target price to INR610 per share (from INR530) based on 30x average FY18 EPS (earlier 28x), plus INR18/share toward &TV DCF value less INR18/share toward preference share liability. Jay Gandhi (Jay.Gandhi@MotilalOswal.com); +91 22 6129 1546 Aliasgar Shakir (Aliasgar.Shakir@MotilalOswal.com); +91 22 30102415 Investors are advised to refer through important disclosures made at the last page of the Research Report. Motilal Oswal research is available on www.motilaloswal.com/institutional-equities, Bloomberg, Thomson Reuters, Factset and S&P Capital.

Exhibit 1: Trend in EBITDA and margins ex-sports (INR b) EBITDA (ex sports) EBITDA margin (ex sports) (%) 37 39 41 36 31 37 39 37 35 37 34 34 32 33 35 40 30 30 35 29 31 35 34 21 26 28 32 32 31 1QFY10 2QFY10 3QFY10 4QFY10 1QFY11 2QFY11 3QFY11 4QFY11 1QFY12 2QFY12 3QFY12 4QFY12 1QFY13 2QFY13 3QFY13 4QFY13 1QFY14 2QFY14 3QFY14 4QFY14 1QFY15 2QFY15 3QFY15 4QFY15 1QFY16 2QFY16 3QFY16 4QFY16 1QFY17 1.4 1.6 1.8 1.8 2.2 2.4 2.6 2.4 2.1 2.3 2.3 2.2 2.5 2.3 2.7 2.8 3.0 3.3 3.9 2.8 3.1 3.5 3.8 2.5 3.1 3.5 4.5 4.4 4.4 Source: Company, MOSL Exhibit 2: Sports business EBITDA (INR m) 20 351 12 242 15 22 171-48 -272-276 -354-542 -152-566 -100-226 -588-210-169-86 -405-95 -191-250 -270-150 -236-1,030-1,041 1QFY10 2QFY10 3QFY10 4QFY10 1QFY11 2QFY11 3QFY11 4QFY11 1QFY12 2QFY12 3QFY12 4QFY12 1QFY13 2QFY13 3QFY13 4QFY13 1QFY14 2QFY14 3QFY14 4QFY14 1QFY15 2QFY15 3QFY15 4QFY15 1QFY16 2QFY16 3QFY16 4QFY16 1QFY17 Source: Company, MOSL Exhibit 3: ZEE: P/E band chart 40 35 30 25 20 15 10 5 Aug-06 Nov-07 PE (x) Peak(x) Avg(x) Min(x) 36.6 30.4 Feb-09 May-10 Aug-11 10.0 Nov-12 Feb-14 24.0 May-15 Aug-16 Exhibit 4: ZEE: ZEE: Relative P/E v/s Sensex Zee Ent. PE Relative to Sensex PE (%) 150 LPA (%) 100 50 0-50 Aug-06 Nov-07 Feb-09 May-10 Aug-11 41.5 Nov-12 Feb-14 May-15 77.3 Aug-16 Source: MOSL, Company Source: MOSL, Company 1 September 2016 2

Exhibit 5: Summary of estimate change (INR b) INR b FY17E FY18E Ad revenue Old 41.1 48.8 Actual/New 40.3 45.2 Change (%) -1.9-7.3 Subcription revenue Old 24.4 30.7 New 23.6 27.1 Change (%) -3.2-11.5 Total revenue Old 69.7 84 New 68.1 76.9 Change (%) -2.2-8.4 EBITDA Old 19.4 26.1 New 20.3 26.7 Change (%) 4.6 2.4 EBITDA margin (%) Old 27.8 31 New 29.7 34.7 Change (bp) 195 368 PAT Old 12.85 18.37 New 13.43 19.69 Change (%) 4.6 7.2 EPS (INR) Old 13.4 19.1 New 14 20.5 Change (%) 4.6 7.2 Source: Company, MOSL 1 September 2016 3

Financials and Valuations Income Statement (INR Million) Advertisement Revenues 15,841 19,639 23,800 26,603 34,037 40,347 45,221 Subscription Revenues 13,245 16,234 18,022 17,944 20,578 23,628 27,129 Other Sales & Sevices 1,320 1,123 2,395 4,299 3,640 4,167 4,584 Net Sales 30,406 36,997 44,217 48,846 58,255 68,142 76,934 Change (%) 3.4 21.7 19.5 10.5 19.3 17.0 12.9 Total Income 30,406 36,997 44,217 48,846 58,255 68,142 76,934 Total Expenses 23,010 27,452 32,175 36,299 43,261 47,882 50,214 EBITDA 7,396 9,545 12,042 12,547 14,994 20,260 26,719 Change (%) -2.3 29.0 26.2 4.2 19.5 35.1 31.9 % of Net Sales 24.3 25.8 27.2 25.7 25.7 29.7 34.7 Depreciation 323 399 501 673 840 972 1,044 EBIT 7,073 9,146 11,541 11,874 14,153 19,288 25,675 Other Income 1,384 1,461 1,807 2,278 2,016 2,225 4,055 Interest & Finance Charges 50 86 158 103 123 303 303 Extraordinay Expense 0 0 0 0-331 0 0 PBT 8,407 10,521 13,191 14,049 15,716 21,210 29,427 Tax 2,500 3,337 4,291 4,284 5,528 6,626 9,711 Effective Rate (%) 29.7 31.7 32.5 30.5 35.2 31.2 33.0 PAT 5,907 7,184 8,900 9,765 10,187 14,585 19,716 Minority Interest -15 14 21 20-22 -22-22 Adj. PAT 5,892 7,198 8,921 9,785 10,166 14,563 19,695 Change (%) -20.5 22.2 23.9 9.7 3.9 43.3 35.2 Balance Sheet (INR Million) Share Capital 959 954 960 960 960 960 960 Reserves 33,349 38,161 26,247 34,449 40,549 49,913 65,251 Net Worth 34,308 39,115 27,207 35,410 41,509 50,874 66,211 Preference capital 0 0 20,170 20,170 20,170 20,170 16,136 Minority Interest 14 33 61 4 85 85 85 Loans 21 28 29 22 9 19 19 Other non-current liabilities 0 174 324 288 304 304 304 Capital Employed 34,343 39,350 47,791 55,894 62,077 71,451 82,755 Net Fixed Assets 2,305 2,779 3,108 3,490 4,312 3,933 3,535 Goodwill 6,894 7,127 7,625 7,887 9,150 9,150 9,150 Capital WIP 201 69 997 878 878 878 878 Investments 675 651 2,941 1,464 3,048 3,048 3,048 Deferred tax assets (net) 337 288 298 531 555.8 555.8 555.8 Other non-current assets 314 329 361 378 594.4 594.4 594.4 Curr. Assets, Loans&Adv. 32,428 39,500 44,987 55,431 59,783 92,527 104,668 Program Films 7,339 8,745 11,736 11,878 13,160 14,078 14,293 Sundry Debtors 8,660 9,890 10,281 10,692 13,245 14,933 16,860 Cash & Bank Balances 11,100 13,100 15,300 20,480 17,123 46,769 54,607 Loans & Advances 4,975 7,430 6,788 11,053 14,722 15,075 17,020 Other Current assets 354 335 882 1,328 1,532 1,673 1,889 Current Liab. & Prov. 8,820 11,404 12,538 14,256 16,229 16,035 16,473 Sundry Creditors 3,872 5,172 5,050 4,204 5,194 5,147 5,346 Other Current Liabilities 3,015 3,445 3,842 4,980 6,355 6,208 6,448 Provisions 1,933 2,787 3,646 5,072 4,679 4,679 4,679 Net Current Assets 23,608 28,096 32,449 41,153 43,554 76,493 88,195 Appl.of Funds 34,343 39,350 47,791 55,894 62,077 71,451 82,755 1 September 2016 4

Financials and Valuations Ratios Basic (INR) EPS 6.1 7.5 9.3 10.2 10.6 15.2 20.5 Cash EPS 6.4 7.9 9.8 10.9 11.8 16.2 21.6 EPS (excl '&TV' loss) 6.1 7.5 9.3 10.8 11.8 15.9 20.3 Book Value per Share 35.4 40.9 28.5 36.9 43.3 53.1 69.0 DPS 1.5 2.0 2.0 2.3 2.3 2.3 2.5 Payout (Incl. Div. Tax) % 24.4 26.5 21.5 22.1 21.3 14.8 12.2 Valuation P/E 87.1 70.9 52.5 50.5 35.3 26.1 P/E (excl '&TV' loss) 83.4 67.4 49.5 45.2 33.6 26.4 EV/EBITDA 40.4 30.9 40.9 34.5 24.0 17.8 EV/Sales 9.8 8.0 10.5 8.9 7.2 6.2 Price/Book Value 9.3 8.1 14.5 12.4 10.1 7.8 Dividend Yield (%) 0.5 0.6 0.4 0.4 0.4 0.5 Profitability Ratios (%) RoE 18.0 19.6 26.9 31.2 27.3 31.5 33.6 RoCE 18.2 19.7 20.7 19.0 17.8 22.2 25.8 RoIC 24.7 26.1 28.8 26.8 24.8 42.9 76.5 Turnover Ratios Debtors (No. of Days) 104 98 85 80 83 80 80 Inventory (No. of Days) 162 169 181 201 176 181 181 Creditors (No. of Days) 78 69 66 53 45 45 45 Asset Turnover (x) 0.9 1.0 1.0 0.9 1.0 1.0 1.0 Leverage Ratio Debt/Equity (x) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Cash Flow Statement (INR Million) EBITDA 7,396 9,545 12,042 12,547 14,994 20,260 26,719 Other Inc/excep. items 1,384 1,461 1,807 2,278 1,685 2,225 4,055 Interest paid -50.0-85.5-157.8-102.6-123 -303-303 Direct Taxes Paid -2,645-3,288-4,301-4,517-5,553-6,626-9,711 (Inc)/Dec in Wkg. Capital -4,622-3,838-462 -5,132-7,300-4,748-5,318 Preference dividend paid CF from Oper. Activity 1,463 3,794 8,929 5,072 3,703 10,808 15,442 (Inc)/Dec in FA + CWIP -1,617-974 -2,256-1,198-2,925-593 -646 (Pur)/Sale of Invest. -52 24-2,290 1,477-1,584 0 0 CF from Invest. Activity -1,669-950 -4,546 279-4,509-593 -646 Issue of Shares 606 1,348-20,159 2,472 0 0 0 Inc/(Dec) in Debt 4 7 20,171-7 -13 10-4,034 Dividends Paid -1,683-2,232-2,244-2,601-2,613-2,613-2,903 Others -120 33 49-37 59-22 -22 CF from Finan. Activity -1,193-844 -2,183-173 -2,566-2,625-6,959 Inc/(Dec) in Cash -1,399 2,000 2,200 5,179-3,373 7,591 7,837 Add: Beginning Balance 12,500 11,100 13,100 15,300 20,480 17,123 46,769 Closing Balance 11,100 13,100 15,300 20,480 17,123 46,769 54,607 1 September 2016 5

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Any business interaction pursuant to this report will have to be executed within the provisions of this chaperoning agreement. The Research Analysts contributing to the report may not be registered /qualified as research analyst with FINRA. Such research analyst may not be associated persons of the U.S. registered broker-dealer, MOSIPL, and therefore, may not be subject to NASD rule 2711 and NYSE Rule 472 restrictions on communication with a subject company, public appearances and trading securities held by a research analyst account. For Singapore Motilal Oswal Capital Markets Singapore Pte Limited is acting as an exempt financial advisor under section 23(1)(f) of the Financial Advisers Act(FAA) read with regulation 17(1)(d) of the Financial Advisors Regulations and is a subsidiary of Motilal Oswal Securities Limited in India. This research is distributed in Singapore by Motilal Oswal Capital Markets Singapore Pte Limited and it is only directed in Singapore to accredited investors, as defined in the Financial Advisers Regulations and the Securities and Futures Act (Chapter 289), as amended from time to time. In respect of any matter arising from or in connection with the research you could contact the following representatives of Motilal Oswal Capital Markets Singapore Pte Limited: Varun Kumar Kadambari Balachandran Varun.kumar@motilaloswal.com kadambari.balachandran@motilaloswal.com Contact : (+65) 68189232 (+65) 68189233 / 65249115 Office Address:21 (Suite 31),16 Collyer Quay,Singapore 04931 Motilal Oswal Securities Ltd Motilal Oswal Tower, Level 9, Sayani Road, Prabhadevi, Mumbai 400 025 1 September 2016 Phone: +91 22 3982 5500 E-mail: reports@motilaloswal.com 6