Annexure to Directors’ Report

DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS,
2014, READWITH SEBI CIRCULAR DATED JUNE 16, 2015 ON ESOP DISCLOSURES FOR THE FINANCIAL YEAR
ENDED MARCH 31, 2018.

S. Particulars Details
No.
A) Relevant disclosures in terms of the ‘Guidance note Please refer to Notes No. 49 of Standalone Financial of
on accounting for employee share-based payments’ the Financial Year ended on March 31, 2018
issued by ICAI or any other relevant accounting
standards as prescribed from time to time.
B) Diluted EPS on issue of shares pursuant to ` (0.48)
ESOP Scheme covered under the regulations in (Please refer Note 59 read with note 49 to the
accordance with ‘Accounting Standard 20 - Earnings Standalone Financial Statements of the Company of
Per Share’ issued by ICAI or any other relevant the Financial Year ended on March 31, 2018)
accounting standards as prescribed from time to
time.
C) Details Related to ESOS
(i) A description of each ESOP that existed at any Presently the Company has only one ESOP Scheme
time during the year, including the general namely – ESOP 2007
terms and conditions of each ESOP including :
a) Date of Shareholders’ approval August 3, 2007
b) Total number of options approved under 4,282,228 Stock Options
ESOP
c) Vesting requirements Options granted under ESOP 2007 scheme would
vest not less than one year and not more than six
years from the date of grant of such options. Vesting
of options would be subject to continued employment
with the Company and thus the options would vest on
passage of time. In addition to this, the Nomination
and Remuneration Committee may also specify certain
performance parameters subject to which the options
would vest.
The specific vesting schedule and conditions, if any,
subject to which vesting would take place would be
outlined in the Letter of Grant given to the Grantee at
the time of the Grant of Options.
d) Exercise price or pricing formula The pricing formula as approved by the Shareholders
of the Company, shall be the ‘market price’ as per the
applicable regulations. Pursuant to the ‘Securities
and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014’ the ‘market price’ shall
mean the latest available closing price on a recognized
stock exchange on which the shares of the Company
are listed on the date immediately prior to the relevant
date. In case of the Company, the shares are listed
on National Stock Exchange of India Limited and BSE
Limited, the ‘market price’ shall be the closing price
on the Stock Exchange having higher trading volume.

66
S. Particulars Details
No.
e) Maximum term of options granted Options granted under ESOP 2007 scheme shall be
capable of being exercised within a period of four years
from the date of each Vesting of the respective Stock
Options.
f) Source of shares (primary, secondary or Primary
combination)
g) Variation in terms of options Pursuant to approval dated August 28, 2008 of
Remuneration Committee of the Board of Directors and
Shareholders, the options granted on August 21, 2007
and April 24, 2008 were re-priced at ` 37.55 per option.
Subject to applicable law, the Nomination and
Remuneration Committee will at its absolute discretion
have the right to modify/amend the ESOP 2007 Scheme
in such manner and at such time or times as it may
deem fit, subject however that any such modification/
amendment shall not be detrimental to the interest
of the Grantees/ Employees and approval wherever
required for such modification/ amendment is obtained
from the shareholders of the Company in terms of the
SEBI Guidelines.
During the year, no amendment/ modification/ variation
has been introduced in terms of options granted by the
Company.
(ii) Method used to account for ESOS - Intrinsic or Indian Accounting Standards (Ind-AS) has been adopted
fair value by company in current financial year and Company has
accounted the stock Options at Fair Value method
(iii) W
here the Company has calculated the Indian Accounting Standards (Ind-AS) has been adopted
employee compensation cost using the intrinsic by company in current financial year and Company has
value of the stock options, the difference accounted the stock Options at Fair Value method using
between the employee compensation cost so the Black-Scholes-Model as detailed in Note No. 49
computed and the employee compensation contained in the Notes to Financial Statements forming
cost that shall have been recognized if it had part of Annual Financial Statements for the Financial
used the fair value of the options. The impact Year ended on March 31, 2018. Hence, employee
of this difference on profits and on EPS of the compensation cost computed on stock options using by
Company shall also be disclosed. fair value method and same recognized in statement of
Profit and Loss of Annual Financial Statements.
(iv) Option Movement during the year
Number of options outstanding at the beginning of 1,004,460
the period i.e., April 1, 2017
Number of options granted during FY 2017-18 40,000
Number of options forfeited / lapsed during FY 624,240
2017-18
Number of options vested during FY 2017-18 111,870

67
 S. Particulars Details
No.
Number of options exercised during FY 2017-18 45,370
Number of shares arising as a result of exercise of 45,370
options FY 2017-18
Money realized by exercise of options (INR), if ` 2,860,852
scheme is implemented directly by the company,
during FY 2017-18
Loan repaid by the Trust during the year from Not Applicable
exercise price received
Number of options outstanding at the end of the 374,850
year i.e., March 31, 2018
Number of options exercisable at the end of the 72,080
year i.e., March 31, 2018
(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed
separately for options whose exercise price either equals or exceeds or is less than the market price of
the stock.
Date of Grant
21-Aug- 24-Apr- 28-Aug- 28-May- 27-Oct- 26-Oct- 21-Jan- 20-Jul- 19-Jul- 23-May- 26-Jul- 27-May- 29-Oct- 20-Mar- 26-May- 28-Jul- 23-May- 24-Mar- 24-May-
07 08 08 09 09 10 11 11 12 13 13 14 14 15 15 15 16 17 17

Weighted 75.20 63.25 37.55 47.65 41.45 57.90 58.95 93.20 68.10 68.00 57.10 52.90 55.80 79.35 84.90 117.75 93.90 108.15 95.40
– average
exercise price
(Pre repricing)
(`)
Weighted 37.55 37.55 37.55 47.65 41.45 57.90 58.95 93.20 68.10 68.00 57.10 52.90 55.80 79.35 84.90 117.75 93.90 108.15 95.40
– average
exercise price
(Post repricing)
(`)
Weighted – 40.45 - 23.87 30.61 26.64 36.57 37.54 55.32 37.92 35.12 30.12 26.71 27.54 37.27 39.97 55.14 42.97 48.03 42.32
average Fair
Value (Pre
repricing)
(`)
Weighted – 21.49 - 23.87 30.61 26.64 36.57 37.54 55.32 37.92 35.12 30.12 26.71 27.54 37.27 39.97 55.14 42.97 48.03 42.32
average Fair
Value (Post
re-pricing) (`)

(vi) Employee wise details (name of employee, designation, number of options granted during the year,
exercise price) of options granted to:
(a) Senior Managerial Personnel:

Name of Employee Designation Options granted Exercise Price

during FY 2017-18
Jitendera Pandey VP-General Management-North 2 Zone 40,000 ` 95.40 per option
(Dish Infra Services Pvt. Ltd.)

68
S. Particulars Details
No.
(b) A
 ny other employee who receives a grant in any one year of option amounting to 5% or more of option granted
during that year:

Name of Employee Designation* Options granted Year of Grant Exercise Price

Arun Kumar Kapoor Chief Executive Officer 925,900
Rajeev K Dalmia Chief Financial Officer 171,100
2007 - 08 ` 37.55 per option
Rajiv Khattar President – Technology 167,950
Amitabh Kumar President – Projects 164,700
Harinder Singh Bhatia Head – Sales 159,600
2008 - 09 ` 37.55 per option
R Iniyan Head - Operations 24,900
Salil Kapoor Chief Operating Officer 142,950 ` 47.65 per option
Shailendra Goel DVP – North Zone 81,500 ` 41.45 per option
Neeraj Gupta DVP – Service 75,250 ` 47.65 per option
Ashutosh Mishra Head - Talent Management 55,600
` 41.45 per option
& HR Excellence
Ravichandra Mocherla VP – west Zone (Dish Infra 50,000
` 47.65 per option
Services Pvt. Ltd.)
2009-10
Sanjeev Srivastava VP – Delhi Zone (Dish Infra 42,400
` 47.65 per option
Services Pvt. Ltd.)
Rajendra K Jagnani Head - Commercial Audit & 40,000
` 47.65 per option
Contract Management
Shivani Singh DVP – Content 40,000 ` 47.65 per option
Devendra Singh Head - Dishtv Billing 40,000
` 47.65 per option
Applications
R C Venkateish Chief Executive Officer 563,400 ` 58.95 per option
Gurpreet Singh EVP – Sales (Dish Infra 141,450
` 58.95 per option
Services Pvt. Ltd.)
Rajesh Sahni Corporate Head - Service 96,400
Support & Infrastructure
` 57.90 per option
(Dish Infra Services Pvt.
2010-11
Ltd.)
Sanjiv Chaudhary VP-Sales (Dish Infra 76,800
` 58.95 per option
Services Pvt.Ltd.)
Ajay Kumar David DVP-South Zone I 55,400 ` 58.95 per option
Jaspreet Singh Circle Business Head (Dish 54,600
` 57.90 per option
Infra Services Pvt.Ltd.)
DilipJayaram VP-Advertisement Sales 85,000
Sailaja Charan DVP-East Zone (Dish Infra 40,000 2011-12 ` 93.20 per option
Pattnayak Services Pvt. Ltd.)
Abhay S Metkar Senior VP-Sales 141,450 2012-13 ` 68.10 per option
Gurpreet Singh Business Head – India 1 141,450
(Dish Infra Services Pvt. ` 68 per option
Ltd.)
Salil Srivastava VP- West Zone (Dish Infra 52,100
` 68 per option
Services Pvt.Ltd.)
2013-14
Renjith NK DVP-South Zone II 52,100 ` 68 per option
R S Vijaykumar DVP-South Zone (Dish Infra 52,100
` 57.10 per option
Services Pvt.Ltd.)
Joy Patra DVP-call center Operations 42,900 ` 68 per option
Tarun Nanda Head - Investor Relations 40,000 ` 57.10 per option
69
 S. Particulars Details
No.
Name of Employee Designation* Options Year of Exercise Price
granted Grant
Digbijaya Mahapatra VP – Information Technology 55,400
` 52.90 per option
Vineet Suri Head - Business Process Excellence 45,400
` 52.90 per option
Jeetender S. Bhalla VP – Call Center Operations (Dish 42,900
2014-15 ` 55.80 per option
Infra Services Pvt. Ltd.)
Shruti Kumar Head - Ad Sales, VAS & Carriage 40,000 ` 79.35 per option
Sunil Kumar Dubey DVP – Human Resource 23,800 ` 79.35 per option
Varun Bali VP – Brand 50,000 ` 117.75 per option
Kapil Kapoor DVP- Central Zone 40,000 ` 84.90 per option
Puneet Bajaj DVP-Recharge Sales (Dish Infra 40,000 2015-16
` 84.90 per option
Services Pvt. Ltd.)
Shankar Sundararaman DVP – Marketing 23,200 ` 117.75 per option
Abhishek Gupta Head – Information Technology 55,400 ` 93.90 per option
Arun Kumar Kapoor CEO 563,400 ` 93.90 per option
Sukhpreet Singh Corporate Head - Marketing, Dishtv 60,000 ` 108.15 per option
2016-17
Amit Kumar Sobti Corporate Head - Customer 50,000
Experience (Dish Infra Services Pvt. ` 108.15 per option
Ltd.)
Jitendera Pandey Circle Business Head (Dish Infra 40,000 2017-18
` 95.40 per option
Services Pvt. Ltd.)
* Designations are the designations of the employees who are currently with the Company and in case of the employees
who are no longer in the employment with the Company, the designation as on the date of the grant has been mentioned.
(c) identified employees who were granted option,
during any one year, equal to or exceeding 1%
of the issued capital (excluding outstanding None
warrants and conversions) of the company at
the time of grant
(vii) A description of the method and significant assumptions used during the year to estimate the fair value
of options including the following information:
(a) the weighted-average values of share price, exercise price, expected volatility, expected option life,
expected dividends, the risk-free interest rate and any other inputs to the model
Date of Grant
21- 24- 28- 28- 27- 26- 21- 20- 19- 23- 26- 27- 29- 20- 26- 28- 23- 24- 24-
Aug-07 Apr-08 Aug-08 May-09 Oct-09 Oct-10 Jan-11 Jul-11 Jul-12 May-13 Jul-13 May-14 Oct-14 Mar-15 May-15 Jul-15 May-16 Mar-17 May-17
Weighted 75.20* 63.25* 37.55 47.65 41.45 57.90 58.95 93.20 68.10 68.00 57.10 52.90 55.80 79.35 84.90 117.75 93.90 108.15 95.40
– average
Value of
Share price
(`)
Exercise 75.20* 63.25* 37.55 47.65 41.45 57.90 58.95 93.20 68.10 68.00 57.10 52.90 55.80 79.35 84.90 117.75 93.90 108.15 95.40
price
(`)
Expected 68.23% - 68.23% 73.47% 71.72% 64.89% 63.65% 60.68% 54.32% 48.94% 47.93% 43.76% 42.44% 47.93% 39.92 39.49 39.14% 38.49% 38.42
volatility
Expected 5 - 5 5 5 5 5 5 5 5 5 5 5 5 5.01 5.01 5.00 5.01 5.00
Life (yrs)
Risk Free 8.45% - 8.48% 6.36% 7.35% 7.89% 8.01% 8.23% 8.06% 7.32% 8.57% 8.63% 8.57% 8.57% 7.84 7.84 7.36 6.79 6.80
Interest rate
Expected The shares issued under stock options shall rank pari-passu, including the right to receive dividend. Expected dividend payouts to be paid during the life of the option
Dividends reduce the value of a call option by creating drop in market price of the stock. Adjustments for known dividend payouts over the life of the option are made to the
formulae under Black Scholes method. However, in the present case, as the life of the option is greater than one year, there is considerable difficulty in estimating the
amount and time of future dividend payouts with certainty. Hence, future dividend payouts have not been incorporated in the valuation analysis.
* Re-priced at ` 37.55 on August 28, 2008
70
S. Particulars Details
No.
(b) the method used and the assumptions made to incorporate the effects of expected early exercise: - Not
Applicable
(c) how expected volatility was determined, including an explanation of the extent to which expected
volatility was based on historical volatility - Volatility is a measure of the amount by which a price has
fluctuated or is expected to fluctuate during a period. Each vest has been considered as a separate
grant. The volatility for periods corresponding to the respective expected lives of the different vests,
prior to the grant date has been considered. The daily volatility of the Company’s stock price on National
Stock Exchange of India Limited over these years has been considered.
(d) whether and how any other features of the option grant were incorporated into the measurement of fair
value, such as a market condition – Not Applicable

For and on behalf of the Board

Jawahar Lal Goel B. D. Narang

Chairman & Managing Director Independent Director
DIN: 00076462 DIN: 00826573
Place: Noida
Dated: August 17, 2018

71