UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 20-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2015



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 001-36901





Videocon d2h
Limited

(Exact name of Registrant as specified in its charter)





Republic of India

(Jurisdiction of incorporation or organization)

1st Floor, Techweb Centre

New Link Road

Oshiwara
Jogeshwari (West)

Mumbai 400 102 Maharashtra, India

(Address of principal executive offices)



Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, NY 10017

Tel:
(212) 7506474

Fax: (212) 7501361

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                                                |  |                                          
|----------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of Each class                                                                             |  | Name of each exchange on which registered
|American Depositary Shares, each representing four Equity Shares, par value 10 rupees per share |  | The Nasdaq Stock Market LLC              
|Equity Shares, par value 10 rupees per share                                                    |  | The Nasdaq Stock Market LLC*             

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act.

None





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period
covered by the Annual Report:



|                                                         |  |            
|-------------------------------------------------------- |  | -----------
|392,999,600 Equity Shares, par value 10 rupees per share |  | 392,999,600

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

Yes   ̈            No 
 x

If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes   ̈            No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x            No 
  ̈

Indicate by check mark whether the registrant has submitted electronically and
posted on our corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).

Yes   ̈            No 
 x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer   ̈                 Accelerated
filer   ̈                 Non-accelerated filer  x

Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board  x |  | Other   ̈

If Other has been checked in response to the previous question, indicate by checkmark which
financial statement item the registrant has elected to follow.

Item 17   ̈           
 Item 18   ̈

If this is an Annual Report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈            No 
 x



|* | The Equity Shares were registered in connection with the registration of American Depositary Shares (ADSs). The Equity Shares are not listed for trading on the Nasdaq Stock Market LLC.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









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EXPLANATORY NOTE

This Amendment No. 1 (Amendment No. 1) to our annual report on Form 20-F for the year ended March 31, 2015,
originally filed with the Securities and Exchange Commission on July 28, 2015 (the 2015 Form 20-F), is being filed solely for the purpose of correcting typographical errors in Item 5 of the 2015 Form 20-F, in particular under
Item 5.A Operating Results  Fiscal year 2015 compared to 2014  Operating Expenses and under Item 5.F Tabular Disclosure of Contractual Obligation, including a reconciliation of estimated income tax to
income tax expense under Item 5.A Operating Results  Expenses  Income Tax Expense and amending Item 18 of the 2015 Form 20-F to include a revised audit report which refers to each of the years ended March 31,
2013, 2014 and 2015.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update
or restate the information in any other item of the 2015 Form 20-F, or reflect any events that have occurred after the 2015 Form 20-F was originally filed. The Companys 2015 Form 20-F, as amended by this Amendment No. 1, continues to
speak as of the initial filing date of the 2015 Form 20-F.







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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations is based upon, and should be read in conjunction with our financial
statements and related notes that appear elsewhere in this annual report. Our financial statements are prepared in accordance with IFRS. Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are
to the twelve months ended March 31 of that year. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. For additional information regarding such risks and uncertainties, see Risk
Factors and Forward-Looking Statements.

Overview

We are the fastest growing direct-to-home, or DTH, service provider in India by acquisition of new subscribers, adding approximately 10.23 million gross
subscribers during the period from April 2011 to March 2015 across India, according to the MPA Report. We distribute multiple digital television channels and allied video and audio services to subscribers via direct satellite feeds as part of our
DTH services. We bring our subscribers quality digital television viewing and currently carry over 500 national and international channels and services, including high definition, or HD, channels and 42 audio and video channels as part of our Music
Channel Services. We commenced DTH operations in July 2009 and have since grown to a gross subscriber base of 13.09 million and a market share of 17.1% in the DTH market in India as of March 31, 2015 according to the MPA Report. We provide
our services throughout India and believe we are well positioned to capitalize on the growth opportunities in the Indian DTH market.

Principal Factors
Affecting our Financial Condition and Results of Operations

Subscriber Growth

Almost all of our revenue comprises income from DTH subscribers, particularly, subscription revenue and income from installation, activation and lease of
consumer premises equipment. Subscription revenue is dependent upon the number of subscribers, pricing of offerings and services and subscriber loyalty. Our total number of gross subscribers was 10.45 million and 13.09 million as of
March 31, 2014 and 2015, respectively.

Our revenue growth is driven primarily by subscriber additions and subscriber churn management. We seek to
increase our subscriber base by providing a wide range of subscription packages at competitive prices and attractive value-added services that we believe are competitive. Additionally, with our marketing efforts, we intend to increase our subscriber
base by reaching out to a wider population. We also utilize dealer incentives to drive subscriber growth. As subscribers grow, so does the amount of consumer premise equipment leased, which results in an increase in lease revenue.

Subscriber churn is a critical factor affecting our results of operations. We calculate churn as the number of subscribers who have not made payments and
remain disconnected for at least 120 days. Any amount of churn tends to result in loss of operating revenue from those subscribers. Our monthly churn rate (as a percentage of average net subscribers) was 0.76 % in fiscal year 2014 and
0.80 % in fiscal year 2015. Churn arises mainly as a result of personal economic factors and, to a lesser extent, changes in consumer preferences and competitor offerings. Churn also tends to increase after major sports events which have led to
a spike in new subscriber additions. Churn may also increase due to factors beyond our control, including, a slowing economy and consumer fraud. We seek to control churn through managing the consumer life cycle, continuously improving and increasing
content, providing innovative products and technology, and providing quality customer service. We controlled exclusive direct service centers in over 216 cities as of March 31, 2015, which allows us to retain control of the customer service
experience, unlike certain of our competitors which outsource the majority of their customer service operations. We also believe the reliability of our content offerings serves to limit churn. We have been able to maintain good relationships with
broadcasters, allowing access to the full range of offerings from such content providers. We also believe that the quality of new subscribers can also serve to decrease churn. In line with industry practice, we have ceased the practice of granting a
free viewing period to new subscribers. We believe that this has led to increased quality of new subscribers and a decrease in our churn rate, as new subscribers have demonstrated a willingness to pay for our services. Our total number of net
subscribers, which is calculated as gross subscribers less churn, was 8.44 million and 10.18 million for fiscal years 2014 and 2015, respectively.







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We intend to capitalize on the digitization of the analog market in India in order to grow our subscriber base.
This digitalization program provides DTH operators, such as Videocon d2h, with a significant opportunity to further expand our subscriber base in urban areas and cable stronghold markets. According to the MPA Report, the DTH market is projected to
grow rapidly over the next few years, garnering a high share of new pay-TV subscribers as well as increasing its share of the pay-TV market from the market share of cable television as a result of the digitalization initiative. We believe that our
pan-India presence, along with our broad distribution network, wide selection of channels, service offerings and content help us leverage off the new digital addressable cable TV system, or DAS being implemented, and maximize subscriber additions.

Content and Programming Costs

Content and
programming costs comprise the largest portion of our operating expenses, comprising 33.6% and 37.3% of our total expenses for fiscal 2014 and 2015, respectively. Programming procurement by DTH operators in India, including Videocon d2h, generally
takes place through channel distributors or owners. These programming procurement costs consist primarily of license fees paid to broadcasters and distributors of channels and content. We enter into content agreements with channel broadcasters and
distributors to license channels and we pay them content and programming fees that are stipulated under the agreements. The major channel broadcasters and distributors, from whom we procure content include Star India Private Limited, Taj Television
(India) Private Limited, Turner International India Private Limited, TV 18 Broadcast Limited, and Multiscreen Media Private Limited. We renewed our agreements with each of these content providers during the fiscal year 2015, which provides us with
visibility as to our programming content and content costs as the substantial majority of content (and associated content costs) are through these providers.

Typically upon expiration of existing contracts, content suppliers renegotiate the commercial terms based on subscriber and ARPU growth, which tends to
increase content and programming costs. Given the competitive DTH market, broadcasters have limited ability to pass on increases in content and programming costs to the subscribers. As such, increases in content and programming costs may have an
impact on our results of operations.

Subscriber Acquisition Costs

We incur significant expenses in acquiring new subscribers. Subscriber acquisition cost per subscriber was Rs.1,890 and Rs.1,984 in fiscal years 2014 and 2015,
respectively. Our subscriber base has grown significantly since the commencement of operations. As we grow our business, our subscriber acquisition costs may increase to the extent that we continue to add new subscribers or due to increased
competition.

Subscriber Choice of Packages

We provide subscribers with a choice of packages through three tiers: entry level, mid-tier and high-tier, as well as add-on à la carte channels. As of
March 31, 2015, our monthly subscription packages ranged from Rs.241 to Rs.590 per month (inclusive of taxes). Generally, the sale of higher priced packages is more profitable and positively affects our results of operations. We seek to improve
average revenue per user, or ARPU, by encouraging customers to adopt higher-priced packages, à la carte channels and value-added services; and seek to minimize lapses in subscriptions payments.

Our ARPU was Rs.181 and Rs.196 in fiscal years 2014 and 2015, respectively. The increase in ARPU has primarily resulted from an increase in monthly
subscription rates and an increase in customers choosing higher-priced packages.

Competition

We compete directly with other DTH operators, as well as indirectly with cable operators, free-to-air television, media-on-demand and other mass media. We
believe that we compete primarily based on price, content offering, service, viewing experience and customer satisfaction, and the quality of the system and distribution network and content delivery.

We believe that our key DTH competitors are Tata Sky Limited, which operates the Tata Sky brand, Dish TV India Limited, which operates the
Dishtv brand, and Bharti Telemedia Limited, which operates the Airtel brand. We incur substantial expense in acquiring new subscribers, including activation expenses, marketing and promotional expenses, installation costs and
consumer premises equipment costs. As competition intensifies, we may have to increase subsidies for consumer premises equipment and increase marketing and sales and distribution expenses in order to grow our subscriber base and maintain market
share. Although we have increased our base package price from Rs.150 in 2011 to Rs.241 as of March 31, 2015, in the future we may be unable to increase the price of our various packages in order to remain competitive.







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Finance Costs

We use debt to finance our business and operations. We had total long-term and short-term borrowings outstanding of Rs.30,138.45 million and Rs.25,931.38
million, as of fiscal years 2014 and 2015, respectively. Finance costs (net of finance income) in fiscal years 2014 and 2015 were Rs.4,351.02 million and Rs.4,614.22 million, respectively. We expect that we will continue to use debt to finance our
business and operation.

Depreciation

Consumer premise equipment comprises a large part of our property, plant and equipment. As we add subscribers, the amount of consumer premise equipment
deployed increases along with the related depreciation. As of March 31, 2014 and 2015, we had deployed consumer premise equipment of Rs.25,895.80 million and Rs.32,704.35 million, respectively. We depreciate consumer premise equipment over a
seven year period using the straight line method. In fiscal years 2014 and 2015, our depreciation expenses relating to this equipment were Rs.3,647.96 million and Rs.4,604.40 million, respectively.

Going Concern

Our financial statements have been
prepared on a going concern basis. Our accumulated losses as of March 31, 2013, March 31, 2014 and March 31, 2015 were Rs.11,378.58 million, Rs.14,574.06 million and Rs.17,300.70 million, respectively, exceeding our paid-up share
capital and securities premium in such periods. This point was noted in the audit opinion issued by Khandelwal Jain & Co. Our ability to continue as a going concern is dependent on the success of our operations and our ability to arrange funds
for our operations.

KuBand Lease Agreement

We entered into a KuBand Lease Agreement with the Department of Space, which provided for the lease of KuBand space segment capacity on the ST2 satellite owned
by SingTel. The agreement expired on April 14, 2015, and an extension was granted until May 31, 2015, and subsequently until July 31, 2015. We are in the process of securing a new lease and believe that we will be able to secure a
renewed lease agreement in the near future. Typically, the Department of Space enters into lease agreements for a period of up to three years. If we are unable to secure suitable replacement satellite transmission capacity, our business, financial
condition and results of operations would be adversely affected as our business will have to cease operations.

Critical Accounting Policies

In preparing our financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. We base our estimates on historical experience and various assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Our results of operations may differ if prepared under different assumptions or conditions. We believe the following principal accounting policies affect
the more significant judgments and estimates used in the preparation of our financial statements:

Impairment reviews

IFRS requires the management to undertake an annual test for impairment of finite lived assets, to test for impairment if events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Impairment testing is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future
cash flows derived from such assets using cash flow projections that have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly
uncertain matters including the managements expectations of:



| |  | growth in EBITDA, calculated as operating profit before depreciation and amortization;
|- |  | --------------------------------------------------------------------------------------



| |  | timing and quantum of future capital expenditures;
|- |  | --------------------------------------------------



| |  | long-term growth rates; and
|- |  | ---------------------------



| |  | the selection of discount rates to reflect the risks involved.
|- |  | --------------------------------------------------------------

Our property, plant & equipment are
mainly classified under two broad categories:

i. Assets that are located at our premises or are in our possession. These assets are tested for impairment
based on their revenue generating ability and remaining useful lives. We determine whether future profitability will be sufficient to cover the written-down value of these assets and until ascertained no provision is required; and

ii. Consumer premises equipment, which are assets located at our subscribers premises and are used to receive the direct-to-home services. Consumer
premises equipment comprises 77.2% and 78.1% of our total property, plant & equipment as of March 31, 2014 and March 31, 2015. We determine the number of subscribers who have not recharged their subscription for a period of
620 days and after which provide for impairment of the related consumer premises equipment on a cost basis. The impairment provided was Rs.361.93 million and Rs.359.04 million, for fiscal years 2014 and 2015, respectively.

Revenue recognition

The subscribers to our
services buy a recharge balance from our distribution network (which includes our distributors, direct dealers and sub-dealers) and which enables them to recharge their subscription account with us. The current recharge balances appear as
liabilities under the heading Income Received in Advance in our financial statements. On delivering the services we provide to the subscribers with the recharge balance, the revenue is recognized on a time proportionate basis. We debit
the Daily Burn Rate based on the package selected by the subscriber, which gets accumulated over a period of a month or over a period of service, whichever is less, and this is accounted for at the end of the month.







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Arrangements with multiple deliverables

In revenue arrangements including more than one deliverable, the arrangement consideration is assigned to one or more separate deliverables based on the
relative fair value of the applicable deliverable for revenue recognition purposes.

The initial amount charged to new subscribers is assigned to various
deliverables including activation charges, installation charges and lease rental of set top box, outdoor unit and accessories on the basis of fair value of each element. While determining the fair value of each of these deliverables, we consider the
relevant cost of the service and/or goods provided to the new subscriber. We also incur charges such as discounts and margin to the distribution network (which includes our distributors, dealers and sub-dealers) and other charges relating to the
creation of a subscriber data base, the assigning of the selected packages, and other such matrix at the time new subscribers are activated. We assign our activation revenue considering these costs towards activation.

Income taxes

We are subject to income taxes in a number
of Indian jurisdictions. A significant amount of judgment is required to determine the amount of provision for income taxes. There are certain transactions and calculations for which the ultimate determination by the relevant taxing authorities is
uncertain. We recognize liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be found to be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. Where considered necessary, estimates are computed by management based on advice from an external specialist,
such as an actuary.

Recognition of deferred assets

We will be required to make substantial investments to grow our subscribers base. We will fund this investment through a mix of borrowing, which will increase
our interest payments, and funding from operations. In addition, our revenue may decrease if we are unable to increase our subscription package pricing due to competition. Furthermore, any change in government regulations or increase in any levy of
taxes or duties may impact our revenue, but this tax burden should be able to be passed on to subscribers.

Notwithstanding the above, we believe that we
will be able to achieve sufficient taxable profits within the next six years to utilize the benefit of our deferred tax assets as we have acquired a threshold level of subscriber base which has resulted in cash profits. We believe that we will be
able to make cash profits as we expect to maintain and grow the subscriber market share. In addition, we expect to add new subscribers as the DTH pay-TV industry will benefit from the digitalization in Phase III and IV of the Governments DAS
program. It is estimated that we will gain an addition of 97 million subscribers during Phase III and IV of the Governments DAS program (as a result of the conversion of analog cable, terrestrial and free air satellite to the digital base
(Source: MPA Report)). We believe that these additions in subscriber base and favorable pricing trends in the industry will help us achieve sufficient taxable profits to utilize the deferred tax assets.

Deferred tax assets are recognized to the extent that it is probable that sufficient taxable profit will be realized.

Note: Deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefit of
part or all of the deferred tax asset to be utilized. Any reduction shall be reversed to the extent that it becomes probable that sufficient taxable profit will be available.

Employee benefits

The present value of the
employee benefit obligation is determined upon actuarial valuation made in conformity with generally accepted actuarial principles and practices by the professional actuary, industry practices and underlying assumptions. The assumptions used in
determining the net cost (income) for employment benefits include mortality, retirement age, attrition rate, salary escalation rate, discount rate, and others which are done by professional actuary as per the actuary practices prevailing in India.
For example, management confirmed the discount rate of 9.31% and 7.80% for the fiscal years 2014 and 2015, respectively. Any changes in these assumptions will have an effect on the carrying amount of employment benefits. After considering
professional advice, management determines the appropriate discount rate at the end of each fiscal year. This is the interest rate used to discount the defined benefit obligation and calculate the net interest recognized in profit or loss on the net
defined benefit liability. In determining the appropriate discount rate, consideration is given to the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits are to be paid and that have terms of
maturity approximating the terms of the related pension obligation. Management also considers current market conditions.







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ESOP Plan 2014

The employee stock option plan is measured by reference to fair value at the date when the equity instruments are granted or offered to be granted, and is
recognized as an expense over the vesting period, which ends on the date on which the employee becomes fully entitled to the award. Fair value is determined by using the Black Scholes Model of valuation.

License Fees

Management uses discretion and
interpretation of law to determine the amount of license fees we should pay to the Government. The Government interprets the license agreement differently and accordingly believes that a different amount is due as license fees. This dispute is
currently in litigation. We recognize liabilities based on estimates of whether additional fees will be found to be due. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income statement and liabilities for the applicable period. See Risk Factors  Our failure to adhere to the terms and conditions contained in the DTH License Agreement could have an adverse effect on our business, financial
condition and results of operations. In addition, we may owe additional amounts under our DTH License Agreement for prior years of operations.

Property, plant and equipment

Estimates of
useful life

The charge in respect of periodic depreciation is derived after determining an estimate of an assets expected useful life and the
expected residual value at the end of its life. Depreciation is charged so as to write off the cost of assets, other than land and properties under construction, using the straight-line method, over their estimated useful lives, which are as
follows:



|                            |  |                              
|--------------------------- |  | -----------------------------
|Type of asset               |  | Estimated useful lives(Years)
|Building                    |  | 30                           
|Plant and machinery         |  | 13  15                      
|Consumer premises equipment |  | 7                            
|Computer hardware           |  | 3  6                        
|Furniture and fixtures      |  | 10                           
|Vehicles                    |  | 8                            

Increasing an assets expected life or its residual value would result in a reduced depreciation charge in the income
statement.

The useful lives and residual values of our assets are determined by management at the time the asset is acquired and reviewed annually for
appropriateness. The lives are based on historical experience with similar assets, certificates obtained from technical persons and anticipation of future events which may impact their life such as changes in technology. Historically, changes in
useful lives and residual values have not resulted in material changes to our depreciation charge and as of date hereof no such adjustments have been made.

Provisions and contingent liabilities

We exercise
judgment in measuring and recognizing provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as
other contingent liabilities. Judgment is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this
evaluation process, actual losses may be different from the originally estimated provision.







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A. Operating Results

The following table sets forth select financial data from our income statement for the periods indicated, the components of which are also expressed as a
percentage of total revenue for such periods.



|                                          |  |                  |           |  |                  |  |       |        |  |  |                  |  |  |        |       |   |                  |  |           |  |  |  |       |  
|----------------------------------------- |  | ---------------- | --------- |  | ---------------- |  | ----- | ------ |  |  | ---------------- |  |  | ------ | ----- | - | ---------------- |  | --------- |  |  |  | ----- | -
|                                          |  | Fiscal Year      |          
|                                          |  | 2013(restated)   |           |  | 2014(restated)   |  |       | 2015   | 
|                                          |  | Amount           |           |  | % ofTotalRevenue |  |       | Amount |  |  | % ofTotalRevenue |  |  | Amount |       |   | % ofTotalRevenue | 
|                                          |  | (Rs. in million) |          
|INCOME                                    |  |                  |           |  |                  |  |       |        |  |  |                  |  |  |        |       |   |                  |  |           |  |  |  |       |  
|Revenue from operations                   |  |                  | 11,295.47 |  |                  |  | 100.0 | %      |  |  | 17,644.10        |  |  |        | 100.0 | % |                  |  | 23,377.08 |  |  |  | 100.0 | %
|                                          |  |                  | 11,295.47 |  |                  |  | 100.0 | %      |  |  | 17,644.10        |  |  |        | 100.0 | % |                  |  | 23,377.08 |  |  |  | 100.0 | %
|EXPENSE                                   |  |                  |           |  |                  |  |       |        |  |  |                  |  |  |        |       |   |                  |  |           |  |  |  |       |  
|Operating expense                         |  |                  | 8,264.59  |  |                  |  | 73.2  | %      |  |  | 10,715.06        |  |  |        | 60.7  | % |                  |  | 13,853.05 |  |  |  | 59.3  | %
|Employee benefits expense                 |  |                  | 778.70    |  |                  |  | 6.9   | %      |  |  | 864.28           |  |  |        | 4.9   | % |                  |  | 1,023.28  |  |  |  | 4.4   | %
|Administration and other expenses         |  |                  | 445.41    |  |                  |  | 3.9   | %      |  |  | 538.71           |  |  |        | 3.1   | % |                  |  | 688.04    |  |  |  | 2.9   | %
|Selling and distribution expenses         |  |                  | 1,033.37  |  |                  |  | 9.1   | %      |  |  | 1,605.56         |  |  |        | 9.1   | % |                  |  | 1,856.32  |  |  |  | 7.9   | %
|Depreciation, amortization and impairment |  |                  | 3,125.87  |  |                  |  | 27.7  | %      |  |  | 4,211.89         |  |  |        | 23.9  | % |                  |  | 5,286.82  |  |  |  | 22.6  | %
|Total Expenses                            |  |                  | 13,647.94 |  |                  |  | 120.8 | %      |  |  | 17,935.50        |  |  |        | 101.7 | % |                  |  | 22,707.51 |  |  |  | 97.1  | %



|                                   |  |                  |           |   |                  |  |       |        |  |  |                  |   |  |        |       |   |                  |  |           |   |  |  |       |  
|---------------------------------- |  | ---------------- | --------- | - | ---------------- |  | ----- | ------ |  |  | ---------------- | - |  | ------ | ----- | - | ---------------- |  | --------- | - |  |  | ----- | -
|                                   |  | Fiscal Year      |          
|                                   |  | 2013(restated)   |           |   | 2014(restated)   |  |       | 2015   | 
|                                   |  | (Rs. in million) |          
|                                   |  | Amount           |           |   | % ofTotalRevenue |  |       | Amount |  |  | % ofTotalRevenue |   |  | Amount |       |   | % ofTotalRevenue | 
|Profit/(Loss) from operations      |  |                  | (2,352.47 | ) |                  |  | -20.8 | %      |  |  | (291.40          | ) |  |        | -1.7  | % |                  |  | 669.57    |   |  |  | 2.9   | %
|Finance costs/Finance Income (Net) |  |                  | (2,746.52 | ) |                  |  | -24.3 | %      |  |  | (4,351.02        | ) |  |        | -24.7 | % |                  |  | (4,614.22 | ) |  |  | -19.7 | %
|Other Income                       |  |                  | 3.60      |   |                  |  | 0.0   | %      |  |  | 17.26            |   |  |        | 0.1   | % |                  |  | 0.08      |   |  |  | 0.0   | %
|Profit/(loss) before tax           |  |                  | (5,095.39 | ) |                  |  | -45.1 | %      |  |  | (4,625.16        | ) |  |        | -26.2 | % |                  |  | (3,944.57 | ) |  |  | -16.9 | %
|Income tax expense                 |  |                  |           |   |                  |  |       |        |  |  |                  |   |  |        |       |   |                  |  |           |   |  |  |       |  
|Current tax                        |  |                  |          |   |                  |  | 0.0   | %      |  |  |                 |   |  |        | 0.0   | % |                  |  |          |   |  |  |      |  
|Deferred tax                       |  |                  | (1,571.06 | ) |                  |  | -13.9 | %      |  |  | (1,429.68        | ) |  |        | -8.1  | % |                  |  | (1,217.93 | ) |  |  | -5.2  | %
|Profit/(Loss) after tax            |  |                  | (3,524.33 | ) |                  |  | -31.2 | %      |  |  | (3,195.48        | ) |  |        | -18.1 | % |                  |  | (2,726.64 | ) |  |  | -11.7 | %

Non-GAAP Measures

Earning before interest, tax and depreciation & amortization (EBITDA)



|                                                                     |  |                  |           |   |                  |  |       |        |  |  |                  |   |  |        |       |   |                  |  |           |   |  |  |       |  
|-------------------------------------------------------------------- |  | ---------------- | --------- | - | ---------------- |  | ----- | ------ |  |  | ---------------- | - |  | ------ | ----- | - | ---------------- |  | --------- | - |  |  | ----- | -
|                                                                     |  | Fiscal Year      |          
|                                                                     |  | 2013(restated)   |           |   | 2014(restated)   |  |       | 2015   | 
|                                                                     |  | (Rs. in million) |          
|                                                                     |  | Amount           |           |   | % ofTotalRevenue |  |       | Amount |  |  | % ofTotalRevenue |   |  | Amount |       |   | % ofTotalRevenue | 
|Profit/(Loss) after tax                                              |  |                  | (3,524.33 | ) |                  |  | -31.2 | %      |  |  | (3,195.48        | ) |  |        | -18.1 | % |                  |  | (2,726.64 | ) |  |  | -11.7 | %
|Income tax expense                                                   |  |                  | (1,571.06 | ) |                  |  | -13.9 | %      |  |  | (1,429.68        | ) |  |        | -8.1  | % |                  |  | (1,217.93 | ) |  |  | -5.2  | %
|Profit / (Loss) before tax                                           |  |                  | (5,095.39 | ) |                  |  | -45.1 | %      |  |  | (4,625.16        | ) |  |        | -26.2 | % |                  |  | (3,944.57 | ) |  |  | -16.9 | %
|Finance costs/Finance Income (Net)                                   |  |                  | 2,746.52  |   |                  |  | 24.3  | %      |  |  | 4,351.02         |   |  |        | 24.7  | % |                  |  | 4,614.22  |   |  |  | 19.7  | %
|Other Income                                                         |  |                  | (3.60     | ) |                  |  | 0.0   | %      |  |  | (17.26           | ) |  |        | -0.1  | % |                  |  | (0.08     | ) |  |  | 0.0   | %
|Profit/(Loss) from operations                                        |  |                  | (2,352.47 | ) |                  |  | -20.8 | %      |  |  | (291.40          | ) |  |        | -1.7  | % |                  |  | 669.57    |   |  |  | 2.9   | %
|Depreciation, amortization and impairment                            |  |                  | 3,125.87  |   |                  |  | 27.7  | %      |  |  | 4,211.89         |   |  |        | 23.9  | % |                  |  | 5,286.82  |   |  |  | 22.6  | %
|EBITDA(1)                                                            |  |                  | 773.40    |   |                  |  | 6.8   | %      |  |  | 3,920.49         |   |  |        | 22.2  | % |                  |  | 5,956.39  |   |  |  | 25.5  | %
|Employee Share based compensation Cost (ESOP Plan 2014)              |  |                  |          |   |                  |  |      |        |  |  |                 |   |  |        |      |   |                  |  | 29.74     |   |  |  | 0.1   | %
|Security Issue Expenses                                              |  |                  |          |   |                  |  |      |        |  |  |                 |   |  |        |      |   |                  |  | 105.43    |   |  |  | 0.5   | %
|Adjusted Earning before interest, tax, depreciation and amortization |  |                  |           |   |                  |  |       |        |  |  |                  |   |  |        |       |   |                  |  |           |   |  |  |       |  
|(Adjusted EBITDA)(2)                                                 |  |                  | 773.40    |   |                  |  | 6.8   | %      |  |  | 3,920.49         |   |  |        | 22.2  | % |                  |  | 6,091.56  |   |  |  | 26.1  | %







- 7 -



---

|(1) | EBITDA presented in this annual report, is a supplemental measure of performance and liquidity that is not required by or represented in accordance with the IFRS. Furthermore, EBITDA is not a measure of financial
performance or liquidity under IFRS and should not be considered as an alternative to profit after tax, operating income or other income or any other performance measures derived in accordance with the IFRS or as an alternative to cash flow from
operating activities or as a measure of liquidity. In addition, EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from us, limiting
their usefulness as comparative measures. We believe that EBITDA helps identify underlying trends in our business that could otherwise be distorted by the effect of the expenses that are excluded calculating EBITDA. We believe that EBITDA enhances
the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in our financial and operational decision-making.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Adjusted for recognition of fair value of ESOP Plan 2014, recognized as an expense over the vesting period (See Item 5  Operating and Financial Review and Prospects  Critical Accounting Policies 
ESOP Plan 2014) and security issue expenses incurred in connection with our listing plans, including our listing on the Nasdaq. The charge with respect to the ESOP Plan 2014 will continue to appear in the Income Statement for the fiscal year
2016.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

Our revenue
comprises revenue from operations and other income.

Revenue from Operations

The following table shows a breakdown of our revenue from operations for the periods indicated:



|                                    |  |                  |           |  |                |  |       |                  |  |  |           |  |  |                  |       |  |   |  |           |  |  |  |       | 
|----------------------------------- |  | ---------------- | --------- |  | -------------- |  | ----- | ---------------- |  |  | --------- |  |  | ---------------- | ----- |  | - |  | --------- |  |  |  | ----- | 
|                                    |  | Fiscal Year      |          
|                                    |  | 2013(restated)   |           |  | 2014(restated) |  |       | 2015             | 
|                                    |  | (Rs. In million) |           |  | %              |  |       | (Rs. In million) |  |  | %         |  |  | (Rs. in million) |       |  | % | 
|Subscription revenue                |  |                  | 9,356.23  |  |                |  | 82.8  |                  |  |  | 14,877.41 |  |  |                  | 84.3  |  |   |  | 20,581.41 |  |  |  | 88.0  | 
|Other operating revenue             |  |                  | 1,300.85  |  |                |  | 11.5  |                  |  |  | 1,891.88  |  |  |                  | 10.7  |  |   |  | 1,760.16  |  |  |  | 7.5   | 
|Lease rentals                       |  |                  | 591.90    |  |                |  | 5.3   |                  |  |  | 761.34    |  |  |                  | 4.3   |  |   |  | 927.35    |  |  |  | 4.0   | 
|Sale of set-top box and accessories |  |                  | 46.49     |  |                |  | 0.4   |                  |  |  | 113.47    |  |  |                  | 0.7   |  |   |  | 108.16    |  |  |  | 0.5   | 
|Total                               |  |                  | 11,295.47 |  |                |  | 100.0 |                  |  |  | 17,644.10 |  |  |                  | 100.0 |  |   |  | 23,377.08 |  |  |  | 100.0 | 

Subscription Revenue: Subscription revenue comprises (i) monthly subscription fees paid by our subscribers for our
programming packages, and (ii) fees for extra services such as additional channels, combination of channels or other add-on packages or value-added services that we offer. The total amount of subscription revenue depends on the number of paying
subscribers and the amount of monthly subscription fees paid for the packages subscribed by the subscribers.

Other Operating Revenue: Other
operating revenue comprises income received from the installation of consumer premises equipment, revenue received for repairs undertaken and for services provided to the subscriber, carriage fees received from broadcasters for carrying their
channels on our platform and for net activations paid by new subscribers. Fees for activation are collected up front and recognized as revenue upon the activation of consumer premises equipment. Fees for activation are reflected net of any
applicable activation expenses.

Lease Rental: Lease rental represents the rental revenues for the lease of set-top boxes and outdoor units and any
associated spares and accessories. The lease rental we receive from a new subscriber is recognized over a period of seven years from the date of activation. We offer subscribers the option to lease, buy or rent-to-own the set-top box, in accordance
with applicable Indian regulations.

Sale of Set-top Boxes and Other Accessories: Sale of set-top boxes and other accessories primarily comprises
revenue received from the sale of set-top boxes, spares and tools. The sale price of set-top boxes depends on the model type of the product. These sales also include the sale of related spares and accessories.



Other Income

Our other income comprises liabilities/provisions no longer required to be written back which primarily relate to recovery of credit provided to customers once
their subscriptions expire and other non-operating income. The following table shows our components of other income for the periods indicated:



|                                                       |  |                  |      |  |                |  |       |                  |  |  |       |  |  |                  |       |  |   |  |      |  |  |  |       | 
|------------------------------------------------------ |  | ---------------- | ---- |  | -------------- |  | ----- | ---------------- |  |  | ----- |  |  | ---------------- | ----- |  | - |  | ---- |  |  |  | ----- | 
|                                                       |  | Fiscal Year      |     
|                                                       |  | 2013(restated)   |      |  | 2014(restated) |  |       | 2015             | 
|                                                       |  | (Rs. in million) |      |  | %              |  |       | (Rs. in million) |  |  | %     |  |  | (Rs. in million) |       |  | % | 
|Liabilities/provisions no longer required written back |  |                  | 2.52 |  |                |  | 70.0  |                  |  |  | 15.41 |  |  |                  | 89.3  |  |   |  |     |  |  |  |      | 
|Other non-operating income                             |  |                  | 1.08 |  |                |  | 30.0  |                  |  |  | 1.85  |  |  |                  | 10.7  |  |   |  | 0.08 |  |  |  | 100.0 | 
|Total                                                  |  |                  | 3.60 |  |                |  | 100.0 |                  |  |  | 17.26 |  |  |                  | 100.0 |  |   |  | 0.08 |  |  |  | 100.0 | 







- 8 -



---

Expenses

Our expenses comprise (i) operating expenses; (ii) employee benefits expense; (iii) administrative and other expenses; and (iv) selling and
distribution expenses.

Operating Expenses: Operating expenses comprise content and programming costs, IT support costs, license fees and taxes,
space segment charges and fees, installation and service expenses, and cost of materials and components consumed. Content and programming costs comprise monthly license fees due to television broadcasters and channel distributors. IT support costs
comprise expenses for IT support activities. License fees and taxes comprise license fees payable to the MIB and also include entertainment taxes paid under protest to the respective authorities. Space segment charges and fees comprise fees paid
towards the rental of the transponders of the ST2 satellite of SingTel pursuant to the KuB and Lease Agreement, with the Department of Space, as well as the network operations control center fee and spectrum charges. Installation and service
expenses comprise expenses we incur when we install consumer premises equipment for a new subscriber and expenses incurred towards repair of such equipment. Cost of materials and components consumed comprise the cost of set-top boxes that are sold
to subscribers and the cost of consumption of spares and tools for the purpose of undertaking repairs of consumer premises equipment. The following table shows the components of our operating expenses for the periods indicated:



|                                          |  |                  |          |  |                |  |       |                  |  |  |           |  |  |                  |       |  |   |  |           |  |  |  |       | 
|----------------------------------------- |  | ---------------- | -------- |  | -------------- |  | ----- | ---------------- |  |  | --------- |  |  | ---------------- | ----- |  | - |  | --------- |  |  |  | ----- | 
|                                          |  | Fiscal Year      |         
|                                          |  | 2013(restated)   |          |  | 2014(restated) |  |       | 2015             | 
|                                          |  | (Rs. in million) |          |  | %              |  |       | (Rs. in million) |  |  | %         |  |  | (Rs. in million) |       |  | % | 
|Content and programming costs             |  |                  | 4,568.58 |  |                |  | 55.3  |                  |  |  | 6,019.58  |  |  |                  | 56.2  |  |   |  | 8,459.24  |  |  |  | 61.1  | 
|License fees and taxes                    |  |                  | 1,114.43 |  |                |  | 13.5  |                  |  |  | 1,832.05  |  |  |                  | 17.1  |  |   |  | 2,489.52  |  |  |  | 18.0  | 
|Space segment charges and fees            |  |                  | 994.47   |  |                |  | 12.0  |                  |  |  | 1,332.29  |  |  |                  | 12.4  |  |   |  | 1,403.49  |  |  |  | 10.1  | 
|Installation and service expenses         |  |                  | 1,228.72 |  |                |  | 14.9  |                  |  |  | 1,028.68  |  |  |                  | 9.7   |  |   |  | 938.36    |  |  |  | 6.8   | 
|IT support costs                          |  |                  | 233.15   |  |                |  | 2.8   |                  |  |  | 283.60    |  |  |                  | 2.6   |  |   |  | 330.01    |  |  |  | 2.4   | 
|Cost of materials and components consumed |  |                  | 125.24   |  |                |  | 1.5   |                  |  |  | 218.86    |  |  |                  | 2.0   |  |   |  | 232.43    |  |  |  | 1.7   | 
|Total                                     |  |                  | 8,264.59 |  |                |  | 100.0 |                  |  |  | 10,715.06 |  |  |                  | 100.0 |  |   |  | 13,853.05 |  |  |  | 100.0 | 

Employee Benefits Expense: Our employee benefits expense comprises salaries, discretionary bonuses and allowances,
contributions to Provident and other funds, and staff welfare expenses. The following table shows the components of our employee benefits expenses for the periods indicated:



|                                               |  |                  |        |  |                |  |       |                  |  |  |        |  |  |                  |       |  |   |  |          |  |  |  |       | 
|---------------------------------------------- |  | ---------------- | ------ |  | -------------- |  | ----- | ---------------- |  |  | ------ |  |  | ---------------- | ----- |  | - |  | -------- |  |  |  | ----- | 
|                                               |  | Fiscal Year      |       
|                                               |  | 2013(restated)   |        |  | 2014(restated) |  |       | 2015             | 
|                                               |  | (Rs. in million) |        |  | %              |  |       | (Rs. in million) |  |  | %      |  |  | (Rs. in million) |       |  | % | 
|Salaries, discretionary bonuses and allowances |  |                  | 729.34 |  |                |  | 93.7  |                  |  |  | 809.94 |  |  |                  | 93.7  |  |   |  | 957.87   |  |  |  | 93.6  | 
|Contributions to Provident and other funds     |  |                  | 31.34  |  |                |  | 4.0   |                  |  |  | 33.76  |  |  |                  | 3.9   |  |   |  | 37.77    |  |  |  | 3.7   | 
|Staff welfare expenses                         |  |                  | 18.02  |  |                |  | 2.3   |                  |  |  | 20.58  |  |  |                  | 2.4   |  |   |  | 27.64    |  |  |  | 2.7   | 
|Total                                          |  |                  | 778.70 |  |                |  | 100.0 |                  |  |  | 864.28 |  |  |                  | 100.0 |  |   |  | 1,023.28 |  |  |  | 100.0 | 







- 9 -



---

Administrative and Other Expenses: Administrative and other expenses include, among other things, expenses
related to state government fees and taxes, travelling and conveyance expenses, rent, office and general expenses and power and fuel expenses. The following table shows the components of our administrative and other expenses for the periods
indicated:



|                                   |  |                  |        |  |                |  |       |                  |  |  |        |  |  |                  |       |  |   |  |        |  |  |  |       | 
|---------------------------------- |  | ---------------- | ------ |  | -------------- |  | ----- | ---------------- |  |  | ------ |  |  | ---------------- | ----- |  | - |  | ------ |  |  |  | ----- | 
|                                   |  | Fiscal Year      |       
|                                   |  | 2013(restated)   |        |  | 2014(restated) |  |       | 2015             | 
|                                   |  | (Rs. in million) |        |  | %              |  |       | (Rs. in million) |  |  | %      |  |  | (Rs. in million) |       |  | % | 
|Travelling and conveyance expenses |  |                  | 122.53 |  |                |  | 27.5  |                  |  |  | 131.45 |  |  |                  | 24.4  |  |   |  | 154.46 |  |  |  | 22.4  | 
|Rent                               |  |                  | 72.91  |  |                |  | 16.5  |                  |  |  | 89.78  |  |  |                  | 16.7  |  |   |  | 108.18 |  |  |  | 15.7  | 
|Power and fuel                     |  |                  | 55.70  |  |                |  | 12.5  |                  |  |  | 68.98  |  |  |                  | 12.8  |  |   |  | 77.31  |  |  |  | 11.2  | 
|Legal and professional charges     |  |                  | 53.98  |  |                |  | 12.1  |                  |  |  | 67.11  |  |  |                  | 12.5  |  |   |  | 147.55 |  |  |  | 21.4  | 
|Office and general expenses        |  |                  | 57.04  |  |                |  | 12.8  |                  |  |  | 63.48  |  |  |                  | 11.8  |  |   |  | 84.16  |  |  |  | 12.2  | 
|Exchange fluctuation loss (net)    |  |                  | 26.29  |  |                |  | 5.9   |                  |  |  | 48.17  |  |  |                  | 8.9   |  |   |  | 18.87  |  |  |  | 2.7   | 
|Communication expenses             |  |                  | 20.09  |  |                |  | 4.5   |                  |  |  | 24.88  |  |  |                  | 4.6   |  |   |  | 28.20  |  |  |  | 4.1   | 
|Repairs and maintenance            |  |                  | 18.62  |  |                |  | 4.2   |                  |  |  | 22.20  |  |  |                  | 4.1   |  |   |  | 27.51  |  |  |  | 4.0   | 
|Printing and stationery            |  |                  | 9.93   |  |                |  | 2.2   |                  |  |  | 10.84  |  |  |                  | 2.0   |  |   |  | 15.96  |  |  |  | 2.3   | 
|Insurance expenses                 |  |                  | 5.43   |  |                |  | 1.2   |                  |  |  | 5.78   |  |  |                  | 1.1   |  |   |  | 5.05   |  |  |  | 0.7   | 
|Rates and taxes                    |  |                  | 1.38   |  |                |  | 0.3   |                  |  |  | 4.51   |  |  |                  | 0.8   |  |   |  | 7.86   |  |  |  | 1.1   | 
|Auditors remuneration             |  |                  | 1.51   |  |                |  | 0.3   |                  |  |  | 1.53   |  |  |                  | 0.3   |  |   |  | 9.39   |  |  |  | 1.4   | 
|Loss on sale of fixed assets       |  |                  |       |  |                |  |      |                  |  |  |       |  |  |                  |      |  |   |  | 2.07   |  |  |  | 0.3   | 
|Bad debts                          |  |                  |       |  |                |  |      |                  |  |  |       |  |  |                  |      |  |   |  | 1.05   |  |  |  | 0.2   | 
|                                   |  |                  |        |  |                | 
|Provision for doubtful debts       |  |                  |       |  |                |  |      |                  |  |  |       |  |  |                  |      |  |   |  | 0.42   |  |  |  | 0.1   | 
|Total                              |  |                  | 445.41 |  |                |  | 100.0 |                  |  |  | 538.71 |  |  |                  | 100.0 |  |   |  | 688.04 |  |  |  | 100.0 | 

Selling and Distribution Expenses: Selling and distribution expenses comprise advertisement and marketing expenses,
customer support services, which are expenses incurred towards customer care, subscriber management and logistics costs, and expenses incurred for distribution. The following table shows the components of our selling and distribution expenses for
the periods indicated:



|                                     |  |                  |          |  |      |  |       |                  |  |  |          |  |  |                  |       |  |   |  |          |  |  |  |      | 
|------------------------------------ |  | ---------------- | -------- |  | ---- |  | ----- | ---------------- |  |  | -------- |  |  | ---------------- | ----- |  | - |  | -------- |  |  |  | ---- | 
|                                     |  | Fiscal Year      |         
|                                     |  | 2013             |          |  | 2014 |  |       | 2015             | 
|                                     |  | (Rs. in million) |          |  | %    |  |       | (Rs. in million) |  |  | %        |  |  | (Rs. in million) |       |  | % | 
|Advertisement and marketing expenses |  |                  | 336.82   |  |      |  | 32.6  |                  |  |  | 893.68   |  |  |                  | 55.7  |  |   |  | 899.32   |  |  |  | 48.4 | 
|Customer support services            |  |                  | 640.79   |  |      |  | 62.0  |                  |  |  | 627.16   |  |  |                  | 39.0  |  |   |  | 871.77   |  |  |  | 47.0 | 
|Distribution expenses                |  |                  | 55.76    |  |      |  | 5.4   |                  |  |  | 84.72    |  |  |                  | 5.3   |  |   |  | 85.23    |  |  |  | 4.6  | 
|Total                                |  |                  | 1,033.37 |  |      |  | 100.0 |                  |  |  | 1,605.56 |  |  |                  | 100.0 |  |   |  | 1,856.32 |  |  |  | 100  | 

Finance Costs/Finance Income (Net): Finance costs comprise interest expense, other borrowing costs and bank charges
incurred. Finance income comprises interest income on deposits. The following table shows the components of our finance costs/finance income (net) for the periods indicated:



|                                      |  |                  |           |   |                |  |        |                  |  |  |           |   |  |                  |        |   |   |  |           |   |  |  |        |  
|------------------------------------- |  | ---------------- | --------- | - | -------------- |  | ------ | ---------------- |  |  | --------- | - |  | ---------------- | ------ | - | - |  | --------- | - |  |  | ------ | -
|                                      |  | Fiscal Year      |          
|                                      |  | 2013(restated)   |           |   | 2014(restated) |  |        | 2015             | 
|                                      |  | (Rs. in million) |           |   | %              |  |        | (Rs. in million) |  |  | %         |   |  | (Rs. in million) |        |   | % | 
|Finance costs                         |  |                  |           |   |                |  |        |                  |  |  |           |   |  |                  |        |   |   |  |           |   |  |  |        |  
|Bank loan interest expense            |  |                  | (2,493.74 | ) |                |  | (90.8  | )                |  |  | (4,235.14 | ) |  |                  | (97.3  | ) |   |  | (4,223.47 | ) |  |  | (91.5  | )
|Other borrowing (interest and costs)  |  |                  | (164.67   | ) |                |  | (6.0   | )                |  |  | (112.08   | ) |  |                  | (2.6   | ) |   |  | (368.82   | ) |  |  | (8.0   | )
|Bank charges                          |  |                  | (138.94   | ) |                |  | (5.1   | )                |  |  | (100.76   | ) |  |                  | (2.3   | ) |   |  | (124.46   | ) |  |  | (2.7   | )
|Finance income                        |  |                  |           |   |                |  |        |                  |  |  |           |   |  |                  |        |   |   |  |           |   |  |  |        |  
|Interest income                       |  |                  | 50.83     |   |                |  | 1.9    |                  |  |  | 96.96     |   |  |                  | 2.2    |   |   |  | 102.53    |   |  |  | 2.2    |  
|Finance (Cost) / Finance Income (Net) |  |                  | (2,746.52 | ) |                |  | (100.0 | )                |  |  | (4,351.02 | ) |  |                  | (100.0 | ) |   |  | (4,614.22 | ) |  |  | (100.0 | )







- 10 -



---

Depreciation, Amortization and Impairment Expense: Depreciation and amortization expense comprises
depreciation of plant and machinery and other equipment, furniture, office equipment, vehicles, computer hardware and amortization of computer software and other intangible assets. It also includes the amortization of consumer premises equipment
that we lease to our subscribers. We amortize the cost of consumer premises equipment over a period of seven years. Impairment expense includes the net cost of consumer premises equipment installed at the premises of subscribers who have not made
payment for more than 500 days after recognizing churn (which is currently recognized after non-payment by a subscriber for a continuous period of 120 days).

Income Tax Expense: Income tax comprises current tax and deferred tax. Provision for current income tax is made on the assessable income and benefits
at the rate applicable to the relevant assessment year. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to certain considerations. Deferred tax is measured using the tax rates enacted
or substantively enacted as of the balance sheet date. Deferred assets carried forward are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax
asset to be utilized. Any reduction shall be reversed to the extent that it becomes probable that sufficient taxable profit will be available.

The
following table sets forth a reconciliation of estimated income tax to income tax expense.



|                                                              |      |                              |           |      |  |  |           |   |  |  |           |  
|------------------------------------------------------------- | ---- | ---------------------------- | --------- | ---- |  |  | --------- | - |  |  | --------- | -
|Particulars                                                   |      | For the year ended March 31, |          
|                                                              | 2013 |                              |           | 2014 |  |  | 2015      |  
|                                                              |      | (Rs. in million)             |          
|Income / (Loss) before income taxes                           |      |                              | (5,095.39 | )    |  |  | (4,625.16 | ) |  |  | (3,944.57 | )
|Enacted tax rates in India                                    |      |                              | 30.9      | %    |  |  | 30.9      | % |  |  | 30.9      | %
|Computed expected tax expense / (benefit)                     |      |                              | (1,574.48 | )    |  |  | (1,429.17 | ) |  |  | (1,218.87 | )
|Tax effects due to permanent difference                       |      |                              | 3.42      |      |  |  | (0.51     | ) |  |  | 0.94      |  
|Tax effects due to the temporary differences                  |      |                              | (1,571.06 | )    |  |  | (1,429.68 | ) |  |  | (1,217.93 | )
|                                                              |      |                              |          
|Provision for Gratuity                                        |      |                              | (2.80     | )    |  |  | (1.35     | ) |  |  | (4.89     | )
|Disallowances in Tax                                          |      |                              | (64.71    | )    |  |  | (62.87    | ) |  |  | (345.52   | )
|Deferment of Expenses - Discount on Long term recharge        |      |                              | 17.16     |      |  |  | 21.16     |   |  |  | 7.13      |  
|Allowances under Section 35D                                  |      |                              | (3.16     | )    |  |  | 1.47      |   |  |  | (17.46    | )
|Depreciation/ amortization and impairment                     |      |                              | (39.29    | )    |  |  | (203.97   | ) |  |  | (354.87   | )
|Employee stock option Plan                                    |      |                              |          |      |  |  |          |   |  |  | (9.19     | )
|Losses available for offsetting against future taxable income |      |                              | (1,478.26 | )    |  |  | (1,184.12 | ) |  |  | (493.13   | )
|Income tax expenses                                           |      |                              | (1,571.06 | )    |  |  | (1,429.68 | ) |  |  | (1,217.93 | )

Certain Key Measures of Financial Performance

Average Revenue Per User

ARPU represents the
revenue we receive per average number of subscribers per period. We calculate ARPU by dividing our subscription revenue by the average of our net subscribers for the period.

The following table provides our ARPU and churn (as a percentage of subscription revenue) for fiscal years 2013, 2014 and 2015.



|                           |  |                                                                |  |             |           |   |      |  |           |      |  |  |           |  
|-------------------------- |  | -------------------------------------------------------------- |  | ----------- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | -
|                           |  |                                                                |  | Fiscal Year |          
|                           |  |                                                                |  | 2013        |           |   | 2014 |  |           | 2015 | 
|                           |  | Closing Gross Subscribers (millions)                           |  |             | 8.03      |   |      |  | 10.45     |      |  |  | 13.09     |  
|A                          |  | Less: Churn Subscribers (Gross minus Net Subscribers)*         |  |             | 1.32      |   |      |  | 2.01      |      |  |  | 2.91      |  
|B                          |  | Net Subscribers (millions)                                     |  |             | 6.71      |   |      |  | 8.44      |      |  |  | 10.18     |  
|C                          |  | Average Net Subscribers (millions)**                           |  |             | 5.78      |   |      |  | 7.58      |      |  |  | 9.31      |  
|D                          |  | Incremental Churn Subscribers (millions)                       |  |             | 0.68      |   |      |  | 0.69      |      |  |  | 0.90      |  
|E = (D/B/Number of Months) |  | Total Subscription and activation charges (Rs. in millions)*** |  |             | 10,408.15 |   |      |  | 16,445.83 |      |  |  | 21,915.04 |  
|                           |  | ARPU (in Rs.)                                                  |  |             | 150.1     |   |      |  | 180.9     |      |  |  | 196.2     |  
|F = (C/B/Number of Months) |  | Monthly Churn (as a percentage of average Net Subscribers)     |  |             | 0.98      | % |      |  | 0.76      | %    |  |  | 0.80      | %



|* | Churn has been calculated as the number of subscribers who have not made payment for at least 120 days and is the difference between the number of gross subscribers and the number of net subscribers
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | (Opening net subscribers + closing net subscribers)/2
|-- | -----------------------------------------------------

|*** | Includes margins provided to distributors for distribution of subscriptions and consumer premises equipment for fiscal years 2013, 2014 and 2015 in the amounts of Rs.720.39 million, Rs.1,194.92 million and Rs1,286.55
million respectively. Subscription and activation charges collected from subscribers is a non-IFRS measure.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARPU is a common terminology
used in the pay TV industry worldwide to measure the operational performance of a company in the DTH pay-TV business. The subscription and activation charges are considered on a gross basis without netting off the margins or discounts provided to
the distributors as an industry practice.

Our financial statements include items labelled as Subscription Revenue and Other Operating
Revenue. Other Operating Revenue includes installation income, revenue from repairs services, carriage fees received from broadcasters and net activation fees paid by new subscribers.

Subscriber Acquisition Costs

We calculate
subscriber acquisition cost as the difference between upfront charges received from new subscribers (net of taxes) and costs incurred towards activation of those subscribers, including the cost of consumer premises equipment, distributors
margin and marketing spend. The following table provides our subscriber acquisition costs per subscriber for fiscal years 2013, 2014 and 2015:



|                                    |  |             |       |  |      |  |       |      |  |  |       | 
|----------------------------------- |  | ----------- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                                    |  | Fiscal Year |      
|                                    |  | 2013        |       |  | 2014 |  |       | 2015 | 
|Particulars (in Rs. per subscriber) |  |             |       |  |      |  |       |      |  |  |       | 
|Subscriber Acquisition Costs        |  |             | 2,090 |  |      |  | 1,890 |      |  |  | 1,984 | 







- 11 -



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Fiscal year 2015 compared to fiscal year 2014

Revenue from operations: Our revenue from operations increased by 32.5% to Rs.23,377.08 million for the fiscal year 2015 from Rs.17,644.10 million for
the fiscal year 2014, primarily as a result of an increase in total subscription revenue due to an increase in the total number of gross subscribers to 13.09 millions of the fiscal year 2015 from 10.45 million as of the fiscal year 2014, which
also led to a corresponding increase in lease rentals and sale of set-top boxes and other accessories and an increase in ARPU.

Subscription
Revenue: Our subscription revenue increased by 38.3% to Rs.20,581.41 million for the fiscal year 2015 from Rs.14,877.41 million for the fiscal year 2014, primarily as a result of an increase in the total number of gross subscribers as the DTH
industry overall witnessed an increase of 10.44 million subscribers in fiscal year 2014 primarily on account of GoIs rolling out of phase I and II of digitalization and an increase in ARPU due to the reduction of free air time extended to
subscribers, increase in base prices of packages offered and subscribers opting for premium packages (Source: MPA Report). Our package prices increased to the range of Rs.241 to Rs.590 per month from the range of Rs.231 to Rs.550 per month for the
fiscal year 2014.

Other Operating Revenue: Our other operating revenue decreased by 7.0 % to Rs.1,760.16 million for the fiscal year 2015
from Rs.1,891.88 million for the fiscal year 2014 due to outsourcing of installation and repair services since November 2014.

Lease Rental: Our
lease rental revenue increased by 21.8% to Rs.927.35 million for the fiscal year 2015 from Rs.761.34 million for the fiscal year 2014, primarily as a result of an increase in the total number of gross subscribers.

Sale of Set-top Boxes and Other Accessories: Our revenue from sale of set-top boxes and other accessories decreased by 4.7% to Rs.108.16 million for
the fiscal year 2015 from Rs.113.47 million for the fiscal year 2014, primarily as a result of decrease in sale of set-top boxes.

Other Income:
Our other income decreased by 99.5% to Rs.0.08 million for the fiscal year 2015 from Rs.17.26 million for the fiscal year 2014, as a result of recognition of expenses from bad debts in the fiscal year 2015 compared to a gain from recovery of bad
debts in the fiscal year 2014.

Total Expenses: Our total expenses increased by 26.6% to Rs.22,707.51 million for the fiscal year 2015 from
Rs.17,935.50 million for the fiscal year 2014, as a result of an increase in operating expenses, employee benefit expenses, selling and distribution expenses and administrative and other expenses and depreciation, amortization and impairment during
the fiscal year 2015 compared to the fiscal year 2014.

Operating Expenses: Our operating expenses increased by 29.3% to Rs.13,853.05 million for
the fiscal year 2015 from Rs.10,715.06 million for the fiscal year 2014, primarily as a result of an increase in content costs to Rs.8,459.24 million for the fiscal year 2015 from Rs.6,019.58 million for the fiscal year 2014 as the company began
operating under new content agreements. These new agreements provide predictability on content costs over the next three to four years, with better operating leverage and improved margins as subscriber base and ARPU and revenue increase over time,
an increase in license fees and taxes to Rs.2,489.52 million for the fiscal year 2015 from Rs.1,832.05 million for the fiscal year 2014 resulting from the increase in revenue and gross subscribers, an increase in space segment charges to Rs.1,403.49
million for the fiscal year 2015 from Rs.1,332.29 million for the fiscal year 2014 resulting from the increase in the US dollar rate and decrease in installation and service expenses to Rs.938.36 million for the fiscal year 2015 from Rs.1,028.68
million for the fiscal year 2014, primarily as a result of decreased installation expenses.

Employee Benefit Expense: Our employee benefit expense
increased by 18.4% to Rs.1,023.28 million for the fiscal year 2015 from Rs.864.28 million for the fiscal year 2014, primarily as a result of an increase in salary and wages to Rs.957.87 million for the fiscal year 2015 from Rs.809.94 million for the
fiscal year 2014 as a result of the periodic increase in compensation to our employees and an increase in the number of employees to 1,084 as of March 31, 2015 compared to 1,078 as of March 31, 2014.

Administrative and Other Expenses: Our administrative and other expenses increased by 27.7% to Rs.688.04 million for the fiscal year 2015 from
Rs.538.71 million for fiscal year 2014, due to an increase in legal and professional charges to Rs.147.55 million for the fiscal year 2015 from Rs.67.11 million for the fiscal year 2014, an increase in travelling and conveyance cost to Rs.154.46
million for the fiscal year 2015 from Rs.131.45 million for the fiscal year 2014 primarily due to costs incurred in connection with our listing.

Selling and Distribution Expenses: Our selling and distribution expenses increased by 15.6% to Rs.1,856.32 million for the fiscal year 2015 from
Rs.1,605.56 million for the fiscal year 2014, primarily due to the increase in customer support expenses to Rs.871.77 million for the fiscal year 2015 from Rs.627.16 million for the fiscal year 2014 as a result of an increase in the total number of
gross subscribers.







- 12 -



---

Depreciation, Amortization and Impairment Expense: Our depreciation, amortization and impairment expense
increased to Rs.5,286.82 million for the fiscal year 2015 from Rs.4,211.89 million for the fiscal year 2014, primarily as a result of an increase in the total number of gross subscribers. This in turn led to the corresponding increase in
depreciation recognized for consumer premises equipment installed, and an increase in the number of subscribers who had not made payment for more than 500 days after recognizing churn.

Finance Costs/Finance Income (Net): Our finance costs/finance income (net) increased by 6.0% to Rs.4,614.22 million for the fiscal year 2015 from
Rs.4,351.02 million for the fiscal year 2014, as a result of additional borrowings made during the fiscal year 2015.

Tax Expense: We did not have
any current tax expense for the fiscal year 2015 or fiscal year 2014. Our deferred tax expense decreased by 14.8% to Rs.1,217.93 million for the fiscal year 2015 from Rs.1,429.68 million for the fiscal year 2014.

Loss for the Year: Our loss for the year decreased by 14.7% to Rs.2,726.64 million for the fiscal year 2015 from Rs.3,195.48 million for the fiscal
year 2014, as a result of the factors described above.

Fiscal year 2014 Compared to Fiscal year 2013

Revenue from operations: Our revenue from operations increased by 56.2% to Rs.17,644.10 million for the 2014 fiscal year from Rs.11,295.47 million for
the 2013 fiscal year. This was primarily a result of an increase in total subscription revenue due to an increase in the total number of gross subscribers to 10.45 million as of March 31, 2014 from 8.03 million as of March 31,
2013, which also led to a corresponding increase in lease rentals and sale of set-top boxes and other accessories.

Subscription Revenue: Our
subscription revenue increased by 59.0% to Rs.14,877.41 million for the fiscal year 2014 from Rs.9,356.23 million for the fiscal year 2013, primarily as a result of a 2.3 million increase in the total number of gross subscribers as the overall
DTH industry witnessed an increase of 8.78 million subscribers in Fiscal 2014 (source: MPA Report), and as one of the fastest growing DTH players we had an incremental share of 27.7% of the new subscribers. The industry grew at this pace
primarily on account of the GoIs rolling out of phase I and II of digitalization and an increase in ARPU due to the reduction of free airtime extended to subscribers, the increase in base prices of packages offered and subscribers opting for
premium packages. The ARPU increased from Rs.150.10 per month to Rs.180.90 per month.

Other Operating Revenue: Our other operating revenue
increased by 45.4% to Rs.1,891.88 million for the fiscal year 2014 from Rs.1,300.85 million for the fiscal year 2013, primarily as a result of an increase in the number of gross subscribers.

Lease Rental: Our lease rental revenue increased by 28.6% to Rs.761.34 million for the fiscal year 2014 from Rs.591.90 million for the fiscal year
2013, primarily as a result of an increase in the total number of gross subscribers.

Sale of Set-top Boxes and Other Accessories: Our revenue from
sale of set-top boxes and other accessories increased by 144.1% to Rs.113.47 million for the fiscal year 2014 from Rs.46.49 million for the fiscal year 2013, primarily as a result of an increase in the total number of gross subscribers.

Other Income: Our other income increased by 379.44% to Rs.17.26 million for the fiscal year 2014 from Rs.3.60 million for the fiscal year 2013, on
account of increase in write back of liabilities/provisions no longer required. During fiscal year 2014, the provisions for doubtful debts amounting to Rs.15.41 million was written back as those subscribers paid the dues and reactivated their
subscription accounts as compared to Rs.2.52 million written back during fiscal year 2013.

Total Expenses: Our total expenses increased by 31.4%
to Rs.17,935.50 million for the fiscal year 2014 from Rs.13,647.94 million for the fiscal year 2013, as a result of an increase in operating expenses, employee benefit expenses, selling and distribution expenses and administrative and other expenses
and depreciation, amortization and impairment during the fiscal year 2014 compared to the fiscal year 2013.

Operating Expenses: Our operating
expenses increased by 29.7% to Rs.10,715.06 million for the fiscal year 2014 from Rs.8,264.59 million for the fiscal year 2013, primarily as a result of an increase in content costs to Rs.6,019.58 million for the fiscal year 2014 from Rs.4,568.58
million for the fiscal year 2013. This was mainly due to an increase in gross subscribers, an increase in license fees and taxes to Rs.1,832.05 million for the fiscal year 2014 from Rs.1,114.43 million for the fiscal year 2013 resulting from the
increase in revenue and gross subscribers, an increase in space segment charges and fees to Rs.1,332.29 million for the fiscal year 2014 from Rs.994.47 million for the fiscal year 2013 resulting from an increase in the number of leased transponders
from 8 to 10 during the 2014 fiscal year. This increase was partially offset by a decrease in installation and service expenses to Rs.1,028.68 million for the fiscal year 2014 from Rs.1,228.72 million for the fiscal year 2013, which resulted from
our transition from a service franchisee model to providing customer service through direct service centers.







- 13 -



---

Employee Benefits Expense: Our employee benefits expense increased by 11.0% to Rs.864.28 million for the
fiscal year 2014 from Rs.778.70 million for the fiscal year 2013, primarily as a result of an increase in salary and wages to Rs.809.94 million for the fiscal year 2014 from Rs.729.34 million for the fiscal year 2013 as a result of the periodic
increase in compensation to our employees and an increase in the number of employees to 1,078 as of March 31, 2014 compared to 1,052 as of March 31, 2013.

Selling and Distribution Expenses: Our selling and distribution expenses increased by 55.4% to Rs.1,605.56 million for the fiscal year 2014 from
Rs.1,033.37 million for the fiscal year 2013, primarily due to an increase in advertisement and marketing expenses to Rs.893.68 million for the fiscal year 2014 from Rs.336.82 million for the fiscal year 2013 as we capitalized brand acquisition
expenses in the 2013 fiscal year but incurred brand development expenses in the 2014 fiscal year.

Administrative and Other Expenses: Our
administrative and other expenses increased by 20.9% to Rs.538.71 million for the fiscal year 2014 from Rs.445.41 million for the fiscal year 2013, primarily as a result of an increase in travelling and conveyance expenses to Rs.131.45 million for
the fiscal year 2014 from Rs.122.53 million for the fiscal year 2013. This resulted from an increase in the number of employees and an increase in fuel costs and an increase in rent to Rs.89.78 million for the fiscal year 2014 from Rs.72.91 million
for the fiscal year 2013, resulting from our transition from a service franchisee model to providing customer service through direct service centers, which incur rental expenses.

Depreciation, Amortization and Impairment Expense: Our depreciation, amortization and impairment expense increased to Rs.4,211.89 million for the
fiscal year 2014 from Rs.3,125.87 million for the fiscal year 2013, primarily as a result of an increase in the total number of gross subscribers. This in turn led to the corresponding increase in depreciation recognized for consumer premises
equipment installed, and an increase in the number of subscribers who had not made payment for more than 500 days after recognizing churn.

Finance
Costs/Finance Income (Net): Our finance costs/finance income (net) increased by 58.4% to Rs.4,351.02 million for the fiscal year 2014 from Rs.2,746.52 million for the fiscal year 2013, as a result of an increase in bank loan interest to
Rs.4,235.14 million for the fiscal year 2014 from Rs.2,493.74 million for the fiscal year 2013, primarily as a result of an increase in our secured long term loans to Rs.27,888.45 million as of March 31, 2014 from Rs.23,002.50 million as of
March 31, 2013.

Tax Expense: We did not have any current tax expense for the 2014 or 2013 fiscal year. Our deferred tax expense decreased by
9.0% to Rs.1,429.68 million for the 2014 fiscal year from Rs.1,571.06 million for the 2013 fiscal year.

Loss for the Year: Our loss for the year
decreased by 9.3% to Rs.3,195.48 million for the fiscal year 2014 from Rs.3,524.33 million for the fiscal year 2013, as a result of the factors described above.

B. Liquidity and Capital Resources

Our auditors have
stated in their audit opinion that the Company has incurred a loss of Rs.2,726.64 million during the year ended March 31, 2015 and has accumulated losses amounting to Rs.17,300.70 million as at March 31, 2015, resulting in substantial
erosion of our net worth and that our ability to continue as a going concern is dependent on our ability to fund our operations and capital expenditure requirements. See Risk Factors  We have accumulated losses, which may affect our
ability to continue as a going concern. As of March 31, 2015 we had Rs.25,931.38 million in outstanding indebtedness, substantially all of which was floating rate Rupee denominated indebtedness. During the fiscal year 2015, we
sometimes experienced delays in payment on our indebtedness as the industry we operate in is highly capital intensive. However, as of March 31, 2015, we had no overdue payments on any of our indebtedness. We believe that we have a good
relationship with our lenders and we keep them apprised of any payment delays. See Risk Factors  Our Company has had overdue payments under some of our loan agreements for a description of the potential consequences of these
payment delays.

We anticipate that we will incur annual capital expenditure of approximately Rs.7,000 million to Rs.8,000 million for purchase of
consumer premises equipment in fiscal year 2016. These capital expenditures for consumer premises equipment are for acquisition of new subscribers. In the initial years of operations, when the subscriber base was low we generated low cash flow from
operations and the operational expenditures were high, we met our revenue gap and capital expenditure requirements with term loans from banks and our Principal Shareholders, and also from unsecured loans received from Videocon Industries Limited. We
have experienced cash flow mismatches in the past, resulting in delays in servicing our debt repayment obligations. However, with the year on year increase in our subscriber base and revenue, the financial position of our Company has been improving
and we believe we have sufficient working capital to operate our business.







- 14 -



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Cash Flows

The table below summarizes our cash flows for the fiscal years 2013, 2014 and 2015:



|                                                        |  |                   |           |   |                |  |           |      |  |  |           |  
|------------------------------------------------------- |  | ----------------- | --------- | - | -------------- |  | --------- | ---- |  |  | --------- | -
|                                                        |  | Fiscal Year       |          
|                                                        |  | 2013(restated)    |           |   | 2014(restated) |  |           | 2015 | 
|                                                        |  | (Rs. in millions) |          
|Net Cash From/(Used in) Operating Activities            |  |                   | 3,633.26  |   |                |  | 3,327.60  |      |  |  | 9,107.87  |  
|Net Cash From/(Used in) Investing Activities            |  |                   | (7,448.48 | ) |                |  | (6,119.34 | )    |  |  | (7,546.74 | )
|Net Cash Provided By/(Used in) Financing Activities     |  |                   | 9,561.96  |   |                |  | (2,812.03 | )    |  |  | 8,142.75  |  
|Net Increase in/(Decrease in) Cash And Cash Equivalents |  |                   | 5,746.74  |   |                |  | (5,603.77 | )    |  |  | 9,703.87  |  

Net Cash From/Used in Operating Activities

Net cash from operating activities was Rs.9,107.87 million for the fiscal year 2015 and consisted of a net loss before tax of Rs.3,944.57 million as adjusted
primarily for non-cash and non-operating items, such as depreciation, amortization and impairment of Rs.5,286.82 million and finance costs (net of interest income) of Rs.4,716.75 million. In the fiscal year 2015, the cash collection predominantly
increased on account of an increase in subscription revenue, installation revenue and other operating revenues of Rs.5,732.98 million compared with the fiscal year 2014. Our industry operates on a prepaid model which generates cash upfront from
subscribers to use our services. The increase in net cash from operating activities is mainly attributable to growth in subscriber base and increase in ARPU due to the reduction of free airtime extended to subscribers, increase in base prices of
packages offered and subscribers opting for premium packages. In the fiscal year 2015, we have added additional 2.64 million subscribers leading to a closing gross subscriber base of 13.09 million. This increase in cash collection was utilized
for meeting increased operating expenditures, acquiring capital assets and paying finance charges. Our operating cash flow before changes in assets and liabilities was Rs.5,980.63. million for the fiscal year 2015. Changes in assets and liabilities
primarily consisted of an increase in trade payable by Rs.2,134.17 million and an increase in other financial and non financial liabilities by Rs.1,258.55 million for the fiscal year 2015.

Net cash from operating activities was Rs.3,327.60 million for the fiscal year 2014 and consisted of a net loss before tax of Rs.4,625.16 million as adjusted
primarily for non-cash and non-operating items, such as depreciation, amortization and impairment of Rs.4,211.89 million and finance costs (net of interest income) of Rs.4,447.98 million. In the fiscal year 2014, the cash collection predominantly
increased on account of an increase in subscription revenue, installation revenue and other operating revenues of Rs.6,348.63 million compared with the fiscal year 2013. The increase was mainly attributable to growth in subscriber base and increase
in ARPU due to the reduction of free-airtime extended to subscribers, an increase in base prices of packages offered and subscribers opting for premium packages. In the fiscal year 2014, we have added additional of 2.43 million subscribers
leading to a closing gross subscriber base of 10.45 million. This increase in cash collection was utilized for meeting increased operating expenditures, acquiring capital assets and paying finance charges. Our operating cash flow before changes in
assets and liabilities was Rs.3,928.72 million. Changes in assets and liabilities primarily consisted of an increase in other financial and non financial assets of Rs.1,635.12 millions and increase in financial and non financial liabilities of
Rs.875.65 millions. We also paid income taxes of Rs.19.25 million.

Net cash from operating activities was Rs.3,633.26 million for the fiscal year 2013
and consisted of a net loss before tax of Rs.5,095.39 million as adjusted primarily for non-cash and non operating items, such as depreciation, amortization and impairment of Rs.3,125.97 million, and finance costs of Rs.2,797.35 million. In fiscal
year 2013, the cash collection predominantly increased on account of an increase in subscription revenue by Rs,4,230.00 million. Our industry operates on a pre-paid model which generates cash upfront from the end-subscriber to use our service. The
increase is mainly attributable to growth in our subscriber base and an increase in ARPU due to an increase in base prices of packages offered and subscribers opting for premium packages. The subscriber base in the fiscal year 2013 increased by 2.55
million. This increase in cash collection was utilized for meeting increased operating expenditures, acquiring capital assets and paying finance charges. With the growth in subscriber base, we experienced heavy outflows on account of purchase of
consumer premises equipment of Rs.6,528 million, which was funded by operating cash surplus and by availing borrowings. Our operating profit before changes in assets and liabilities was Rs.789.19 million. Changes in assets and liabilities consisted
primarily of an increase in other financial and non financial assets of Rs.310.18 million and an increase in other financial and non-financial liabilities of Rs.2,797.97 million. We also paid direct taxes of Rs.20.01 million.

Net Cash From/Used in Investing Activities

Net cash used
in investing activities was Rs.7,546.74 million for the fiscal year 2015 and consisted primarily of property, plant and equipment and capital work-in-progress of Rs.7,597.34 million primarily relating to consumer premises equipment.

Net cash used in investing activities was Rs.6,119.34 million for the fiscal year 2014 and consisted primarily of property, plant and equipment and capital
work-in-progress of Rs.6,438.82 million primarily relating to consumer premises equipment, partially offset by a decrease in Capital Work-in-Progress of Rs.285.54 million.

Net cash used in investing activities was Rs.7,448.48 million for the fiscal year 2013 and consisted of property, plant and equipment and capital
work-in-progress of Rs.7,010.37 million, and purchase of intangible assets of Rs.491.08 million relating to brand acquisition.

Net Cash From/Used in
Financing Activities

Net cash generated in financing activities was Rs.8,142.75 million for the fiscal year 2015 and consisted of an increase in share
capital by Rs.1,510.00 million, an increase in share premium by Rs.15,540.88 million, proceeds from borrowings of Rs.8,163.82 million, partly offset by repayment of borrowings of Rs.12,355.20 million and finance charges of Rs.4,716.75 million.







- 15 -



---

Net cash used in financing activities was Rs.2,812.03 million for the fiscal year 2014 and consisted of repayment
of borrowings of Rs.5,697.30 million and finance charges paid of Rs.4,447.98 million, partially offset by proceeds from borrowings of Rs.7,333.25 million.

Net cash from financing activities was Rs.9,561.96 million for the fiscal year 2013 and consisted of proceeds from borrowings of Rs.14,269.50 million
partially offset by interest and other borrowing costs paid of Rs.2,797.35 million and repayments of borrowings of Rs.1,909.95 million.

Financial
Condition, Liquidity and Sources of Capital

As of March 31, 2015, we had Rs.25,931.38 million in outstanding indebtedness, substantially all of
which was floating rate, Rupee denominated indebtedness and cash and cash equivalent of Rs.9,888.77 million. We also have term deposits with banks of Rs.3,110.71 million which are placed towards margin / reserves for loans and bank guarantees.
These are shown under other financial assets. We regularly experienced delays in payment on our indebtedness during fiscal 2015 as the industry in which we operate in is highly capital intensive. We anticipate that we will have annual capital
expenditure of approximately Rs.7,000 million to Rs.8,000 million for purchase of consumer premises equipment in fiscal year 2016. These capital expenditures for consumer premises equipment are for acquisition of new subscribers. In the initial
years of operations, when the subscribers base was low and we were generating low cash flow from operations and the operational expenditures were high, we met our revenue gap and capital expenditure requirement with borrowings of term loans from
banks and our Principal Shareholders, and also from unsecured loan received from Videocon Industries Limited. We have experienced cash flow mismatches in the past, resulting in delays in servicing our debt repayment obligations. However, with the
year-on-year increase in our subscriber base and revenue, our financial position is improving and is expected to continue to improve. This is expected to improve our liquidity and financial position, enabling us to service our debt obligations in a
timely manner in the future.

We believe that we have a good relationship with our lenders and keep them apprised of any payment delays. See Risk
Factors  Our Company has had overdue payments under some of our loan agreements for a description of the potential consequences of these payment delays.

We have made certain defaults in repayment of term loans and interest during the fiscal year 2015. However, there was no continuing default as at
March 31, 2015. There are certain restrictive covenants in certain of our arrangements with our lenders, including:



| |  |  | being required to maintain certain security margins and financial ratios; and being required to obtain lender consent for, among other things:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| | 1. | issuing new equity shares;
| | -- | --------------------------



| | 2. | undertaking any new project, diversification, modernization or substantial expansion of our DTH operations;
| | -- | -----------------------------------------------------------------------------------------------------------



| | 3. | formulating any scheme of amalgamation or reconstruction;
| | -- | ---------------------------------------------------------



| | 4. | making any material changes to our constitutional documents; incurring further indebtedness;
| | -- | --------------------------------------------------------------------------------------------



| | 5. | creating further encumbrances on or disposing of, our assets; and
| | -- | -----------------------------------------------------------------



| | 6. | changing our fiscal year or making investments or acquisitions beyond certain limits in a particular fiscal year.
| | -- | -----------------------------------------------------------------------------------------------------------------

As of March 31, 2015, we were not in compliance with certain of our financial covenants stipulated under our loan agreements, such as maintaining EBITDA,
total debt, debt to EBITDA ratio, debt to net cash accruals ratio,

The following table summarizes our long-term indebtedness and subordinated debt
obligations, all of which were secured, as of March 31, 2015 and March 31, 2014.



|                               |                        |                      |           |                        |                      |  |           | 
|------------------------------ | ---------------------- | -------------------- | --------- | ---------------------- | -------------------- |  | --------- | 
|Name of Banks                  |                        | As at March 31, 2015 |           |                        | As at March 31, 2014 | 
|                               | Amount(Rs. in million) |                      |           | Amount(Rs. in million) |                     
|Secured Loans                  |                        |                      |           |                        |                      |  |           | 
|Central Bank of India          |                        |                      | 958.25    |                        |                      |  | 2,370.75  | 
|IDBI Bank Limited              |                        |                      | 5,140.63  |                        |                      |  | 5,890.00  | 
|Bank of Baroda                 |                        |                      | 1,975.00  |                        |                      |  | 2,427.70  | 
|ICICI Bank Limited             |                        |                      | 2,550.00  |                        |                      |  | 3,000.00  | 
|Karur Vysa Bank Limited        |                        |                      | 425.00    |                        |                      |  | 500.00    | 
|Canara Bank                    |                        |                      | 3,378.12  |                        |                      |  | 3,700.00  | 
|Jammu and Kashmir Bank Limited |                        |                      | 975.00    |                        |                      |  | 1,000.00  | 
|Syndicate bank                 |                        |                      | 900.00    |                        |                      |  | 1,000.00  | 
|Dena Bank                      |                        |                      | 850.00    |                        |                      |  | 1,000.00  | 
|Oriental Bank of Commerce      |                        |                      | 850.00    |                        |                      |  | 1,000.00  | 
|Bank of India                  |                        |                      | 1,925.00  |                        |                      |  | 2,000.00  | 
|Bank of Maharashtra            |                        |                      | 1,000.00  |                        |                      |  | 1,000.00  | 
|Union Bank of India            |                        |                      | 1,481.25  |                        |                      |  | 1,500.00  | 
|United Bank of India           |                        |                      | 1,500.00  |                        |                      |  | 1,500.00  | 
|IFCI Ltd                       |                        |                      | 2,000.00  |                        |                      |  |          | 
|Total Term Loan from banks     |                        |                      | 25,908.25 |                        |                      |  | 27,888.45 | 







- 16 -



---

Interest Rate as of March 31, 2015

Interest rates on our indebtedness ranged from 13.0% to 14.5% per annum as of March 31, 2015.

Contingent Liabilities

See Note 27 to our
financial statement for the year ended March 31, 2015 included in this Form 20-F under Item 18.

Capital Expenditures

We have historically financed our capital expenditure requirements with cash flows from operations, as well as through long-term and short-term borrowings.

We made capital expenditures of Rs.7,486.31 million, Rs.6,216.29 million and Rs.7,597.34 in fiscal years 2013, 2014 and 2015, respectively. We expect to
spend approximately Rs.7,000 to Rs.8,000 million on capital expenditures during the 2016 fiscal year, primarily on cost towards purchase of consumer premises equipment.

Our actual capital expenditures may vary from projected amounts due to various factors, including changes in market conditions, ability to obtain adequate
financing for planned capital expenditures, the GoIs policies regarding the DTH industry and the condition of the Indian economy. In addition, our planned capital expenditures do not include any expenditure for potential acquisitions or
investments that it may evaluate from time to time.

Our Indebtedness

Set forth below is a brief summary of our outstanding borrowings of approximately Rs.25,931.38 million, as of March 31, 2015, together with a brief
description of certain significant terms of such borrowings.

A. Details of Secured Borrowings of Videocon d2h

Set forth below is a summary of our secured borrowings as of March 31, 2015 (unless otherwise stated).



|                      |  |                                                                                           |  |                                                    |        |  |                 |                                                                                                                                  
|--------------------- |  | ----------------------------------------------------------------------------------------- |  | -------------------------------------------------- | ------ |  | --------------- | ---------------------------------------------------------------------------------------------------------------------------------
|Lender                |  | Description                                                                               |  | Amount outstanding asofMarch 31, 2015(Rs. million) |        |  | Repayment/Tenor
|Central Bank of India |  | Term loan agreement dated February 25, 2013, for a term loan facility of Rs.1,000 million |  |                                                    | 958.25 |  |                 | 24 unequal quarterly installments commencing on June 30, 2015 after a moratorium of 27 months from the date of first disbursement







- 17 -



---

|                     |  |                                                                                                                                                                                                                                                                  |  |                                                    |          |  |                                                                                                                                      |                                                                                                                                            
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------
|Lender               |  | Description                                                                                                                                                                                                                                                      |  | Amount outstanding asofMarch 31, 2015(Rs. million) |          |  | Repayment/Tenor                                                                                                                     
|                     |  | A bank guarantee of Rs.250 million and a letter of credit of Rs.600 million pursuant to sanction letter dated April 13, 2010                                                                                                                                     |  |                                                    | 610.59   |  |                                                                                                                                      |                                                                                                                                            
|                     |  |                                                                                                                                                                                                                                                                  | 
|IDBI Bank Limited    |  | Sanction letters dated January 3, 2014, and rupee loan agreement dated January 7, 2014 for a rupee term loan facility of Rs.3,000 million                                                                                                                        |  |                                                    | 2,962.50 |  |                                                                                                                                      | 24 unequal quarterly installments commencing from April 1,2015, after a moratorium of 15 months from the date of first disbursement        
|                     |  |                                                                                                                                                                                                                                                                  | 
|                     |  | Sanction letter dated December 20, 2012, and loan agreement dated January 10, 2013 for a term loan facility of Rs.1,750
million  Sanction letter dated September 18, 2014 and loan agreement dated
February 28, 2015 for a term loan facility of Rs.500 million. |  |                                                    | 1,678.12 |  |                                                                                                                                      | 24 unequal quarterly installments commencing from April 1,2015 after a moratorium of 27 months from the date of first disbursement         
|                     |  |                                                                                                                                                                                                                                                                  |  | 500.00                                             |          |  | 24 unequal quarterly installments commencing from February 1, 2017 after a moratorium of 2 years from the date of first disbursement
|                     |  |                                                                                                                                                                                                                                                                  | 
|Bank of Baroda       |  | Sanction letter dated March 5, 2013 for a term loan facility of Rs.2,000 million                                                                                                                                                                                 |  |                                                    | 1,975.00 |  |                                                                                                                                      | 24 unequal quarterly installments commencing June 30, 2015 after a moratorium of 27 months from the date of first disbursement.            
|Canara Bank          |  | Sanction letter dated March 7, 2013 for a rupee term loan facility of Rs.1,750 million                                                                                                                                                                           |  |                                                    | 1,678.13 |  |                                                                                                                                      | 24 structured quarterly installments, commencing on April 01, 2015 after 27 months from the date of first disbursement.                    
|Bank of India        |  | Sanction letter dated March 16, 2013 and term loan facility agreement dated March 21, 2013, for term loan facilities of Rs.1,500 million                                                                                                                         |  |                                                    | 1,500.00 |  |                                                                                                                                      | 24 quarterly ballooning installments starting on June 30, 2015, after a moratorium period of 27 months from the date of first disbursement.
|Union Bank of India  |  | Sanction letter dated April 3, 2013 and term loan agreement dated April 5, 2013 for term loan facilities of Rs.1,500 million                                                                                                                                     |  |                                                    | 1,481.25 |  |                                                                                                                                      | 24 unequal quarterly installments commencing on April 01, 2015 after 27 months from the date of first disbursement.                        
|United Bank of India |  | Sanction letter dated May 11, 2013 and term
loan agreement dated May 14, 2013 for term loan facility of Rs.1,500 million                                                                                                                                         |  |                                                    | 1,500.00 |  |                                                                                                                                      | 24 unequal quarterly installments commencing on August 31, 2015 after 27 months from the date of first disbursement                        
|Bank of Maharashtra  |  | Sanction letter dated May 11, 2013 and agreement for term loan dated May 13, 2012 for term loan facility of Rs.1,000 million                                                                                                                                     |  |                                                    | 1,000.00 |  |                                                                                                                                      | 4 unequal quarterly installments commencing on June, 30, 2015 after 27 months from the date of first disbursement                          







- 18 -



---

|                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                    |          |  |                 |                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | -------- |  | --------------- | --------------------------------------------------------------------------------------------------------------------
|Lender                                                                                                                                                                                                             |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Amount outstanding asofMarch 31, 2015(Rs. million) |          |  | Repayment/Tenor
|ICICI Bank Limited (arranger), IDBI Trusteeship Services Limited (security trustee), Canara Bank, Karur Vysya Bank, Dena Bank, Jammu and Kashmir Bank, Syndicate Bank, Oriental Bank of Commerce and Bank of India |  | Syndicate term loan facility agreement dated December 20, 2010 for a term loan of Rs.10,000 million entered between ICICI Bank Limited
(arranger), IDBI Trusteeship Services Limited (agent), Canara Bank, Karur Vysya Bank, Dena Bank, Jammu and Kashmir Bank and Syndicate Bank. 
This includes: 
Rs.3,000 million from ICICI Bank; 
Rs.2,000 million from Canara Bank*; 
Rs.1,000 million from Dena Bank**; 
Rs.500 million from Karur Vysya Bank^; 
Rs.1,000 million from Syndicate Bank^^; 
Rs.1,000 million from Jammu and Kashmir Bank*** 
Rs.1,000 million from Oriental Bank of Commerce^^^ 
Rs.500 million from Bank of India**** |  |                                                    | 8,675.00 |  |                 | 78 months after the first utilization date under the facility agreement                                             
|                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|IFCI Limited                                                                                                                                                                                                       |  | Sanction letter dated December 12, 2014 for a rupee term loan facility of Rs.2,000 million                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                    | 2,000.00 |  |                 | 24 unequal quarterly installments commencing on January 1, 2017 after 24 months from the date of first disbursement.



|* | pursuant to deed of accession dated September 9, 2011 and sanction letter dated August 17, 2011
|- | -----------------------------------------------------------------------------------------------

|^ | pursuant to deed of accession dated August 18, 2011 and sanction letter dated May 24, 2011
|- | ------------------------------------------------------------------------------------------

|** | pursuant to deed of accession dated February 8, 2012 and sanction letter dated January 31, 2012
|-- | -----------------------------------------------------------------------------------------------

|^^ | pursuant to deed of accession dated December 2, 2011 and sanction letter dated October 28, 2011
|-- | -----------------------------------------------------------------------------------------------

|*** | pursuant to deed of accession dated November 29, 2011 and sanction letter dated November 3, 2011
|--- | ------------------------------------------------------------------------------------------------

|^^^ | pursuant to deed of accession dated June 14, 2012 and sanction letter dated May 30, 2012
|--- | ----------------------------------------------------------------------------------------

|**** | pursuant to deed of accession dated July 16, 2012 and sanction letters dated July 11, 2012 and March 16, 2013
|---- | -------------------------------------------------------------------------------------------------------------

Our secured financing arrangements contain various restrictive covenants which require us to obtain prior written consent of our lender(s) for undertaking,
among others, the following activities:



| |  | effecting any change in the capital structure;
|- |  | ----------------------------------------------







- 19 -



---

| |  | formulating any scheme of amalgamation or reconstruction;
|- |  | ---------------------------------------------------------



| |  | undertaking any new project or expansion, unless the expenditure of such expansion is covered by our net cash accrual after providing for dividend, investment or from long term funds received from financing such new
projects or expansion;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | making any investments by way of deposits, loans or in share capital of any other concerns (including any subsidiaries) except investments in the usual course of business or advances to employees;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | entering into borrowing arrangements, either secured or unsecured with any other banks, financial institutions or companies or otherwise;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  | undertaking guarantee obligations on behalf of any other company and declaring dividends for any year except out of profits relating to that year and with the specific approval of the lender(s);
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | issuing any debentures, raising any loans, accepting deposits from the public, issuing equity or preference capital or creating any charge on our assets or giving any guarantee;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | creating any subsidiary or permitting any company to become our subsidiary;
|- |  | ---------------------------------------------------------------------------



| |  | selling, granting, leasing, transferring, or otherwise disposing of our assets except for such transfers, sales made in the ordinary course of business or permitted disposals which have a cumulative value per financial
year not exceeding Rs.500 million;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | changing our financial year;
|- |  | ----------------------------



| |  | making any investment or acquisition in excess of Rs.1,000 million in any financial year;
|- |  | -----------------------------------------------------------------------------------------



| |  | amending the Memorandum of Association and Articles of Association of Videocon d2h; and effecting any change in the composition of our board of directors or our management, or the appointment/reappointment or removal of
our managing director or another person holding substantial management powers.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B. Details of Our Unsecured Borrowings

As of March 31, 2015 we had no unsecured borrowings.

C.
Research and development, patents, licenses, etc.

Research and development

We have a dedicated research and development team which is committed to developing new products and enhancing current products in order to improve customer
experience. In particular, the research and development team primarily focuses on developing set-top boxes with new technology. The research and development team operations span from board design to driver development, including enabling features
such as wifi and Radio Frequency for Consumer Electronics, or RF4CE (which is a protocol for communication between the set-top box and remote control without the two being in line of sight) in the set-top box. The research and development team is
responsible for complete end to end research and development, including testing and customization of the user interface. We believe that our in-house research and development team provides us with greater flexibility in determining our product
roadmap by working in close conjunction with conditional access/middleware vendors and chipset vendors.

The amount spent on research and development was
Rs.93.08 million, Rs.39.83 million and Rs.59.0 million for the fiscal year ended March 31, 2013, 2014 and 2015 respectively.

Intellectual
Property

We have entered into a renewal of our trademark license agreement with CE India Limited, a Videocon Group entity, for the use of the
Videocon and V trademarks on a non exclusive basis for a nominal fee. This license is valid until March 31, 2022, and is renewable upon mutual agreement. We have registered 25 trademarks, including in relation to the
d2h brand name and have applied for registration of further 22 trademarks.







- 20 -



---

D. Trend Information

Please see item 5.A   Operating Results of this Form 20-F.

E. Off-Balance Sheet Commitments and Arrangements

We do
not have any off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The following table sets forth information regarding our contractual obligations and commitments as of March 31, 2015.



|                                                                                                                    |  |                       |           |  |                   |  |           |                   |  |  |                    |  |  |                     |        |  |  |  |   | 
|------------------------------------------------------------------------------------------------------------------- |  | --------------------- | --------- |  | ----------------- |  | --------- | ----------------- |  |  | ------------------ |  |  | ------------------- | ------ |  |  |  | - | 
|                                                                                                                    |  | Payment Due by Period |          
|                                                                                                                    |  | Total                 |           |  | Less thanOne Year |  |           | One to ThreeYears |  |  | Three toFive Years |  |  | More thanFive Years |       
|                                                                                                                    |  | (Rs. in millions)     |          
|Long-term borrowings  Reclassified under current financial liabilities (included in current financial liability) * |  |                       | 25,908.25 |  |                   |  | 25,908.25 |                   |  |  |                   |  |  |                     |       |  |  |  |  | 
|Short-term debt                                                                                                     |  |                       |          |  |                   |  |          |                   |  |  |                   |  |  |                     |       |  |  |  |  | 
|Finance Lease obligations                                                                                           |  |                       | 38.82     |  |                   |  | 15.69     |                   |  |  | 23.13              |  |  |                     |       |  |  |  |  | 
|Amount of contracts remaining to be executed on capital account and not provided for                                |  |                       | 163.64    |  |                   |  | 163.64    |                   |  |  |                   |  |  |                     |       |  |  |  |  | 
|Employee benefits                                                                                                   |  |                       | 77.04     |  |                   |  | 5.95      |                   |  |  | 71.09              |  |  |                     |       |  |  |  |  | 
|Transponder Expenses **                                                                                             |  |                       | 448.56    |  |                   |  | 448.56    |                   |  |  |                   |  |  |                     |       |  |  |  |  | 
|Fixed Content and Programming Cost                                                                                  |  |                       | 11,096.68 |  |                   |  | 4,311.72  |                   |  |  | 6,729.3            |  |  |                     | 55.67  |  |  |  |  | 
|Variable Content and Programming Cost***                                                                            |  |                       | 11,144.87 |  |                   |  | 5,937.56  |                   |  |  | 4,310.8            |  |  |                     | 896.51 |  |  |  |  | 



|* | During the period, we had breached certain provision of long term loan agreements with the banks, such as delay in payment of interest and installments and breach of certain financial covenants. Even though we have not
received any notice of acceleration of the payment of the loan and since we have not obtained from lenders a specific waiver of their right to accelerate the repayment of entire loan amount by the reporting date, the management has now decided to
classify these long term loans as current liabilities.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | The KuBand Lease Agreement expired on April 14, 2015 and an extension was granted until May 31, 2015, and subsequently until July 31, 2015. Accordingly, amounts shown are the obligations payable until
July 31, 2015. Payments under the KuBand Lease Agreement are required to be made in US dollars and for purposes of this table we have used the conversion rate at US$1 = Rs.62.59 as per the closing rate on March 31, 2015. See Risk
Factors - Our leased satellite ST2 is subject to operational, lease and environmental risks that could limit our ability to utilize the satellite.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | For Variable Content and Programming Cost, we used the closing number of subscribers as of March 31, 2015 for calculating our contractual obligation on variable fees content cost. Under variable fee content
agreements, we are required to pay content and programming fees based on the monthly average of active subscribers, i.e., (opening active subscribers for the month + closing active subscribers for the month) / 2 multiplied by an agreed rate per
active subscriber.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







- 21 -



---

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-42.

ITEM 19. EXHIBITS

The following exhibits are filed as part of this Form 20-F:



|     |  |                                                                                                                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.1 |  | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.
|     | 
|12.2 |  | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.
|     | 
|13.1 |  | Certification of the Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 15 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.
|     | 
|13.2 |  | Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 15 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.







- 22 -



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned,
thereunto duly authorized.



|                      |  |  |  |     |  |                                 
|--------------------- |  |  |  | --- |  | --------------------------------
|                      |  |  |  |     |  | Videocon d2h Limited            
|                      |  |  | 
|                      |  |  |  |     |  |                                 
|                      |  |  |  |     |  | (Registrant)                    
|                      |  |  | 
|Date February 5, 2016 |  |  |  | By: |  | /s/    Saurabh Pradipkumar
Dhoot
|                      |  |  |  |     |  | (Signature)                     
|                      |  |  | 
|                      |  |  |  |     |  | Saurabh Pradipkumar Dhoot       
|                      |  |  |  |     |  | Executive Chairman              







- 23 -



---

INDEX TO FINANCIAL STATEMENTS

Videocon d2h Limited

Audited Financial Statements



|                                                                                  |  |  |     | 
|--------------------------------------------------------------------------------- |  |  | --- | 
|Independent Auditors Report                                                      |  |  | F-2 | 
|Income Statement for the fiscal years ended March 31, 2015, 2014 and 2013         |  |  | F-3 | 
|Statement of Financial Position as of March 31, 2015 and 2014                     |  |  | F-4 | 
|Statement of Cash Flows for the fiscal years ended March 31, 2015, 2014 and 2013  |  |  | F-5 | 
|Statement of Changes in Equity for the fiscal years ended March 31, 2015 and 2014 |  |  | F-6 | 
|Notes to Financial Statements                                                     |  |  | F-7 | 



F-1



---

INDEPENDENT AUDITORS REPORT (REVISED)

To the Board of Directors of

Videocon d2h Limited

(formerly known as Bharat Business Channel Limited)

We have audited the accompanying statement of financial position of Videocon d2h Limited (formerly known as Bharat Business Channel Limited) (the
Company)as of March 31, 2015 and 2014 and the related income statement, statement of changes in equity and cash flows for the three year period ended March 31, 2015 and had issued Independent Auditors report on
May 27, 2015 where, in the opinion paragraph the reference was made only to the financial statements for the year ended March 31, 2015. However as we have also audited the financial statements for years ended March 31, 2014 and
March 31, 2013, the said report has now been revised, as under, to refer to each period for which audited financial statements are required, that is, for the three year period ended March 31, 2015.

Managements Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of these financial statement in accordance with the International Financial Reporting
Standards as issued by the International Accounting Standards Board (IFRS) and for such internal control as management determines is necessary to enable the preparation of financial statement that are free from material misstatement,
whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall restated
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Videocon d2h Limited as at
March 31, 2015 and 2014 and the related income statement, statement of changes in equity and cash flows for the three year period ended March 31, 2015.

Other matter

As discussed in Note 2 to the financial
statement, the Company has incurred a loss of INR 2,726.64 million during the year ended March 31, 2015 and has accumulated losses amounting to INR 17,300.70 as at March 31, 2015, resulting into substantial erosion of its net worth.
The management is confident of meeting its funds requirements in the future and generating cash flow from business operations through increasing its subscribers base. Accordingly, the financial statement has been prepared on going
concern basis. The financial statement does not include the adjustments that would result if the Company was unable to continue as a going concern.

Khandelwal Jain & Co.

Chartered Accountants

Place : Mumbai, India

Date : February 5, 2016



F-2



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Income Statement



|                                          |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|----------------------------------------- |  | ----- |  | --------------------- | --------- | - | --------------------- |  | --------- | --------------------- |  |  | --------- | -
|                                          |  |       |  | For the year ended    |          
|Particulars                               |  | Note  |  | March 31,2015         |           |   | March 31,2014         |  |           | March 31,2013         | 
|                                          |  |       |  | (


LOGO
 in Million) |           |   | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|INCOME                                    |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Revenue from operations                   |  | 7     |  |                       | 23,377.08 |   |                       |  | 17,644.10 |                       |  |  | 11,295.47 |  
|                                          |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|                                          |  |       |  |                       | 23,377.08 |   |                       |  | 17,644.10 |                       |  |  | 11,295.47 |  
|EXPENSE                                   |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Operating expense                         |  | 9     |  |                       | 13,853.05 |   |                       |  | 10,715.06 |                       |  |  | 8,264.59  |  
|Employee benefits expense                 |  | 10    |  |                       | 1,023.28  |   |                       |  | 864.28    |                       |  |  | 778.70    |  
|Administration and other expenses         |  | 11    |  |                       | 688.04    |   |                       |  | 538.71    |                       |  |  | 445.41    |  
|Selling and distribution expenses         |  | 12    |  |                       | 1,856.32  |   |                       |  | 1,605.56  |                       |  |  | 1,033.37  |  
|Depreciation, amortization and impairment |  | 16&17 |  |                       | 5,286.82  |   |                       |  | 4,211.89  |                       |  |  | 3,125.87  |  
|                                          |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Total Expenses                            |  |       |  |                       | 22,707.51 |   |                       |  | 17,935.50 |                       |  |  | 13,647.94 |  
|                                          |  |       |  |                      
|Profit / (Loss) from operations           |  |       |  |                       | 669.57    |   |                       |  | (291.40   | )                     |  |  | (2,352.47 | )
|Finance costs / Finance Income (Net)      |  | 13    |  |                       | (4,614.22 | ) |                       |  | (4,351.02 | )                     |  |  | (2,746.52 | )
|Other Income                              |  | 8     |  |                       | 0.08      |   |                       |  | 17.26     |                       |  |  | 3.60      |  
|                                          |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Profit / (loss) before tax                |  |       |  |                       | (3,944.57 | ) |                       |  | (4,625.16 | )                     |  |  | (5,095.39 | )
|                                          |  |       |  |                      
|Profit / (Loss) before tax                |  |       |  |                       | (3,944.57 | ) |                       |  | (4,625.16 | )                     |  |  | (5,095.39 | )
|                                          |  |       |  |                      
|Income tax expense                        |  |       |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Current tax                               |  | 14    |  |                       |          |   |                       |  |          |                       |  |  |          |  
|Deferred tax                              |  | 14    |  |                       | (1,217.93 | ) |                       |  | (1,429.68 | )                     |  |  | (1,571.06 | )
|                                          |  |       |  |                      
|Profit / (Loss) after tax                 |  |       |  |                       | (2,726.64 | ) |                       |  | (3,195.48 | )                     |  |  | (3,524.33 | )
|                                          |  |       |  |                      
|Basic and Diluted earning per share       |  | 15    |  |                       | (11.25    | ) |                       |  | (13.20    | )                     |  |  | (16.59    | )



F-3



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Statement of Financial Position



|                                                         |  |      |  |                       |            |   |                       |  |            |  
|-------------------------------------------------------- |  | ---- |  | --------------------- | ---------- | - | --------------------- |  | ---------- | -
|                                                         |  |      |  | As at                 |           
|Particulars                                              |  | Note |  | March 31,2015         |            |   | March 31,2014         | 
|                                                         |  |      |  | (


LOGO
 in Million) |            |   | (


LOGO
 in Million) | 
|Assets                                                   |  |      |  |                       |            |   |                       |  |            |  
|Non-current Assets                                       |  |      |  |                       |            |   |                       |  |            |  
|Property, Plant and equipment & Capital Work-in-Progress |  | 16   |  |                       | 25,315.45  |   |                       |  | 22,774.61  |  
|Intangible Assets                                        |  | 17   |  |                       | 1,072.53   |   |                       |  | 1,250.93   |  
|Other Financial Assets                                   |  | 20   |  |                       | 861.32     |   |                       |  | 2,225.01   |  
|Deferred Tax Assets (Net)                                |  |      |  |                       | 7,708.19   |   |                       |  | 6,490.26   |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total non-current assets                                 |  |      |  |                       | 34,957.49  |   |                       |  | 32,740.81  |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Current Assets                                           |  |      |  |                       |            |   |                       |  |            |  
|Inventories                                              |  | 18   |  |                       | 341.25     |   |                       |  | 317.13     |  
|Trade Receivables                                        |  | 19   |  |                       | 1.63       |   |                       |  | 4.24       |  
|Other Financial Assets                                   |  | 20   |  |                       | 3,168.34   |   |                       |  | 747.16     |  
|Other Non-Financial Assets                               |  | 20   |  |                       | 907.93     |   |                       |  | 1,721.45   |  
|Cash and cash equivalents                                |  | 21   |  |                       | 9,888.77   |   |                       |  | 184.90     |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total current assets                                     |  |      |  |                       | 14,307.92  |   |                       |  | 2,974.88   |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total Assets                                             |  |      |  |                       | 49,265.41  |   |                       |  | 35,715.69  |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Equity                                                   |  |      |  |                       |            |   |                       |  |            |  
|Share Capital                                            |  |      |  |                       | 3,930.00   |   |                       |  | 2,420.00   |  
|Share Premium                                            |  |      |  |                       | 21,380.88  |   |                       |  | 5,840.00   |  
|Retained earnings                                        |  |      |  |                       | (17,300.70 | ) |                       |  | (14,574.06 | )
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total Equity                                             |  |      |  |                       | 8,010.18   |   |                       |  | (6,314.06  | )
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Liabilities                                              |  |      |  |                       |            |   |                       |  |            |  
|Non-current Liabilities                                  |  |      |  |                       |            |   |                       |  |            |  
|Long-term borrowings                                     |  | 22   |  |                       | 23.13      |   |                       |  |           |  
|Other Non-Financial Liabilities                          |  | 23   |  |                       | 2,869.14   |   |                       |  | 2,668.99   |  
|Post employment benefits                                 |  | 24   |  |                       | 44.99      |   |                       |  | 29.87      |  
|Others employment benefits                               |  | 25   |  |                       | 26.10      |   |                       |  | 18.19      |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total non-current liabilities                            |  |      |  |                       | 2,963.36   |   |                       |  | 2,717.05   |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Current Liabilities                                      |  |      |  |                       |            |   |                       |  |            |  
|Short-term borrowings                                    |  | 22   |  |                       |           |   |                       |  | 2,250.00   |  
|Trade Payable                                            |  |      |  |                       | 4,338.03   |   |                       |  | 2,203.87   |  
|Other Non-Financial Liabilities                          |  | 23   |  |                       | 7,199.90   |   |                       |  | 5,597.46   |  
|Other Financial Liabilities                              |  | 23   |  |                       | 26,747.99  |   |                       |  | 29,256.55  |  
|Post employment benefits                                 |  | 24   |  |                       | 2.53       |   |                       |  | 1.81       |  
|Others employment benefits                               |  | 25   |  |                       | 3.42       |   |                       |  | 3.01       |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total current liabilities                                |  |      |  |                       | 38,291.87  |   |                       |  | 39,312.70  |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total Liabilities                                        |  |      |  |                       | 41,255.23  |   |                       |  | 42,029.75  |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  
|Total equity and liabilities                             |  |      |  |                       | 49,265.41  |   |                       |  | 35,715.69  |  
|                                                         |  |      |  |                       |            |   |                       |  |            |  



F-4



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Statement of Cash flows



|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|-------------------------------------------------------------------------------- |  | --------------------- | ---------- | - | --------------------- |  | --------- | --------------------- |  |  | --------- | -
|                                                                                 |  | March 31,2015         |            |   | March 31,2014         |  |           | March 31,2013         | 
|                                                                                 |  | (


LOGO
 in Million) |            |   | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|Cash flows from operating activities                                             |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Profit before Tax                                                                |  |                       | (3,944.57  | ) |                       |  | (4,625.16 | )                     |  |  | (5,095.39 | )
|Adjustments for:                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Depreciation, Amortization and Impairment                                        |  |                       | 5,286.82   |   |                       |  | 4,211.89  |                       |  |  | 3,125.87  |  
|Finance Costs                                                                    |  |                       | 4,716.75   |   |                       |  | 4,447.98  |                       |  |  | 2,797.35  |  
|Interest Income                                                                  |  |                       | (102.53    | ) |                       |  | (96.96    | )                     |  |  | (50.83    | )
|Employee benefits expenses                                                       |  |                       | 24.16      |   |                       |  | 6.38      |                       |  |  | 14.71     |  
|Liabilities/ provisions no longer required written back                          |  |                       |           |   |                       |  | (15.41    | )                     |  |  | (2.52     | )
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Operating cash flow before changes in assets and liabilities                     |  |                       | 5,980.63   |   |                       |  | 3,928.72  |                       |  |  | 789.19    |  
|                                                                                 |  |                       |           
|Decrease/(increase) in inventories                                               |  |                       | (24.12     | ) |                       |  | (63.96    | )                     |  |  | (64.30    | )
|Decrease/(increase) in trade receivables                                         |  |                       | 2.61       |   |                       |  | 14.50     |                       |  |  | 12.35     |  
|Decrease/(increase) in other financial and non-financial assets                  |  |                       | (244.64    | ) |                       |  | (1,635.12 | )                     |  |  | (310.18   | )
|Increase/(decrease) in trade payable                                             |  |                       | 2,134.17   |   |                       |  | 227.06    |                       |  |  | 428.24    |  
|Increase/(decrease) in other financial and non-financial liabilities             |  |                       | 1,258.55   |   |                       |  | 875.65    |                       |  |  | 2,797.97  |  
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Cash generated from operations                                                   |  |                       | 9,107.20   |   |                       |  | 3,346.85  |                       |  |  | 3,653.27  |  
|Income tax paid                                                                  |  |                       | (0.67      | ) |                       |  | 19.25     |                       |  |  | 20.01     |  
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Net cash inflow from operating activities                                        |  |                       | 9,107.87   |   |                       |  | 3,327.60  |                       |  |  | 3,633.26  |  
|                                                                                 |  |                       |           
|Cash flows from investing activities                                             |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Purchase of intangible assets                                                    |  |                       | (55.10     | ) |                       |  | (63.02    | )                     |  |  | (491.08   | )
|Property, Plant and equipment & Capital Work-in-Progress                         |  |                       | (7,597.34  | ) |                       |  | (6,438.82 | )                     |  |  | (7,010.37 | )
|Decrease in Capital Work-in-Progress & Disposal of Property, Plant and equipment |  |                       | 3.17       |   |                       |  | 285.54    |                       |  |  | 2.14      |  
|Interest Income                                                                  |  |                       | 102.53     |   |                       |  | 96.96     |                       |  |  | 50.83     |  
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Net cash flow from investing activities                                          |  |                       | (7,546.74  | ) |                       |  | (6,119.34 | )                     |  |  | (7,448.48 | )
|                                                                                 |  |                       |           
|Cash flows from financing activities                                             |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Increase in Equity Share Capital                                                 |  |                       | 1,510.00   |   |                       |  |          |                       |  |  | 600.00    |  
|Share Premium Received                                                           |  |                       | 15,540.88  |   |                       |  |          |                       |  |  | 2,400.00  |  
|Share Application Money                                                          |  |                       |           |   |                       |  |          |                       |  |  | (3,000.00 | )
|Proceeds from borrowings                                                         |  |                       | 8,163.82   |   |                       |  | 7,333.25  |                       |  |  | 14,269.26 |  
|Repayment of borrowings                                                          |  |                       | (12,355.20 | ) |                       |  | (5,697.30 | )                     |  |  | (1,909.95 | )
|Interest & other borrowing costs paid                                            |  |                       | (4,716.75  | ) |                       |  | (4,447.98 | )                     |  |  | (2,797.35 | )
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Net cash flow from financing activities                                          |  |                       | 8,142.75   |   |                       |  | (2,812.03 | )                     |  |  | 9,561.96  |  
|                                                                                 |  |                       |           
|Net increase/(decrease) in cash and cash equivalents during the year             |  |                       | 9,703.87   |   |                       |  | (5,603.77 | )                     |  |  | 5,746.74  |  
|Cash and cash equivalents at beginning of the financial year                     |  |                       | 184.90     |   |                       |  | 5,788.67  |                       |  |  | 41.93     |  
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  
|Cash and cash equivalents at end of the financial year                           |  |                       | 9,888.77   |   |                       |  | 184.90    |                       |  |  | 5,788.67  |  
|                                                                                 |  |                       |            |   |                       |  |           |                       |  |  |           |  



F-5



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015

Statement of Changes in Equity



|                            |  |                        |          |  |               |  |           |                       |  |  |                   |  |  |                                              |            |   |       |  |   |  |  |  |           |  
|--------------------------- |  | ---------------------- | -------- |  | ------------- |  | --------- | --------------------- |  |  | ----------------- |  |  | -------------------------------------------- | ---------- | - | ----- |  | - |  |  |  | --------- | -
|                            |  | Called up sharecapital |          |  | Share premium |  |           | ShareApplicationMoney |  |  | Retained earnings |  |  | AccumulatedOtherComprehensiveIncome / (Loss) |            |   | Total | 
|Balance as at March 31 2013 |  |                        | 2,420.00 |  |               |  | 5,840.00  |                       |  |  |                  |  |  |                                              | (11,378.58 | ) |       |  |  |  |  |  | (3,118.58 | )
|Loss for the year           |  |                        |         |  |               |  |          |                       |  |  |                  |  |  |                                              | (3,195.48  | ) |       |  |  |  |  |  | (3,195.48 | )
|Balance as at March 31 2014 |  |                        | 2,420.00 |  |               |  | 5,840.00  |                       |  |  |                  |  |  |                                              | (14,574.06 | ) |       |  |  |  |  |  | (6,314.06 | )
|Additional Issued           |  |                        | 1,510.00 |  |               |  | 15,540.88 |                       |  |  |                   |  |  |                                              |           |   |       |  |  |  |  |  | 17,050.88 |  
|Loss for the year           |  |                        |         |  |               |  |          |                       |  |  |                  |  |  |                                              | (2,726.64  | ) |       |  |  |  |  |  | (2,726.64 | )
|Balance as at March 31 2015 |  |                        | 3,930.00 |  |               |  | 21,380.88 |                       |  |  |                  |  |  |                                              | (17,300.70 | ) |       |  |  |  |  |  | 8,010.18  |  

Share Capital



|                                                              |  |                      |             |  |                       |  |          |              |  |  |                       |  |  |  |          | 
|------------------------------------------------------------- |  | -------------------- | ----------- |  | --------------------- |  | -------- | ------------ |  |  | --------------------- |  |  |  | -------- | 
|                                                              |  | As at March 31, 2015 |             |  | As at March 31, 2014  | 
|Particulars                                                   |  | No of Shares         |             |  | Value                 |  |          | No of Shares |  |  | Value                 | 
|                                                              |  | (in Nos)             |             |  | (


LOGO
 in Million) |  |          | (in Nos)     |  |  | (


LOGO
 in Million) | 
|Authorized shares                                             |  |                      | 500,000,000 |  |                       |  | 5,000.00 |              |  |  | 500,000,000           |  |  |  | 5,000.00 | 
|(Equity Shares of


LOGO
 10/- each)                          |  |                      |             |  |                       |  |          |              |  |  |                       |  |  |  |          | 
|                                                              |  |                      |             | 
|Ordinary shares of


LOGO
 10 allotted, issued and fully paid |  |                      | 242,000,000 |  |                       |  | 2,420.00 |              |  |  | 242,000,000           |  |  |  | 2,420.00 | 
|Allotted during the year                                      |  |                      | 150,999,600 |  |                       |  | 1,510.00 |              |  |  |                      |  |  |  |         | 
|As at March 31                                                |  |                      | 392,999,600 |  |                       |  | 3,930.00 |              |  |  | 242,000,000           |  |  |  | 2,420.00 | 

a) The company, under ESOP Plan 2014, has given an option to its eligible employees entitling upto 4,000,000 equity shares.
Each option pursuant to the ESOP 2014 entitles the grantees to apply for one equity share. The exercise price is lower of Rs 50 or a price equivalent to 50% of the issue price determined pursuant to an initial public offering. Till March 31,
2015, the option has not been granted.

b) In terms of Contribution agreement entered between company and Silver Eagle Acquisition Corporation;

(i) Certain shareholders of the company are entitled to be issued an additional 11,680,000 American Depository Shares (ADS) equivalent to 46,720,000 equity
shares of the company;

(ii) The Company is also required to issue to the Global Eagle Acquisition LLC by way of a bonus issue of shares (or such other
form of share issue as determined by the independent members of the Board of Directors of Videocon d2h) an additional 2,000,000 American Depository Shares.

(iii) The company has also granted a stock option of 2,800,000 equity shares to its executive director, Mr Saurabh Dhoot;

These equity shares will be issued by way of a bonus shares or such other form of share issue as determined and is subject to the achievement of certain ADS
price targets on Nasdaq for a specified period during three years after listing.

c) The equity shares listed in clause a & b above are subject to
approval of Ministry of Information & Broadcasting (MoIB)



F-6



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to Financial Statements for the year ended March 31, 2015



|1. | Corporate information
|-- | ---------------------

Videocon d2h Limited is a limited company incorporated and
domiciled in India under the Companies Act, 1956 of India. The name of the Company was changed from Bharat Business Channel Limited to the current name now, Videocon d2h Limited on July 1, 2014. The registered office is located at Auto Cars
Compound, Adalat Road, Aurangabad, 431005, Maharashtra, India.

The company is engaged in the business of providing Direct to Home (DTH)
services to its subscribers. The company has entered into a license agreement with the Ministry of Information and Broadcasting to provide DTH services in India. The DTH services are rendered to the subscribers through Consumer Premises Equipment
(CPE) used for receiving and broadcasting DTH signals at subscribers premises.



|2. | Basis of preparation
|-- | --------------------

These financial statements have been prepared in accordance with
the International Financial Reporting Standards (IFRS) and IFRIC interpretations, as issued by the International Accounting Standards Board. These financial statements have been prepared under the historical cost convention, as modified
by financial assets /financial liabilities at fair value through statement of Income.

These financial statements have been prepared in
accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at March 31, 2015. The policies set out below have been consistently applied to all the years presented.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise judgment in the process of applying the companys accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements
are disclosed in Note 4 & 5. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The financial statements provide comparative information in respect of the previous periods. In addition, the company presents an additional
statement of financial position at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements.

The Company has incurred a loss of INR 2,726.64 mn during the year ended March 31, 2015 and has accumulated losses amounting to INR
17,300.70 mn as at March 31, 2015, resulting into substantial erosion of its net worth. Further, the Company has breached certain covenants of the long term loan agreements. These factors raise significant doubt that the entity will be able to
continue as a going concern. The management is confident of meeting its funds requirements in the future and generating cash flow from business operations through increasing its subscribers base. Accordingly, these financial statements have
been prepared on going concern basis. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.



F-7



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|3. | Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the company.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------

The following new standards or interpretations have not been applied for the year ended
31st March 2015.



|                                               |  |                |                | 
|---------------------------------------------- |  | -------------- | -------------- | 
|STANDARDS OR INTERPRETATIONS                   |  | EFFECTIVE DATE |               
|IFRS 9  Financial Instruments                 |  |                | 1 January 2018 | 
|                                               | 
|IFRS 15  Revenue from contacts with Customers |  |                | 1 January 2017 | 

IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instrumentswhich reflects all phases of the financial instruments
project and replaces IAS 39 Financial Instruments: Recognition and Measurementand all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is
effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009,
2010 and 2013) is permitted if the date of initial application is before 1 February 2015. The adoption of IFRS 9 will have an effect on the classification and measurement of the Companys financial assets, but no impact on the
classification and measurement of the Companys financial liabilities.

IFRS 15 Revenue from Contracts with
Customers

IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts
with customers. Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more
structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is
required for annual periods beginning on or after 1 January 2017 with early adoption permitted. The Company is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

Amendments:

IAS
19 (amendment), Defined Benefit Plans  Employee Contributions, is effective for periods beginning on or after 1 July 2014. The amendment simplifies the accounting treatment of contributions received from employees or
third parties for defined benefit plans. The accounting treatment depends on whether the contributions are independent of the number of years of employee service. If the contributions are independent, for example employee contributions
that are calculated according to a fixed percentage of salary, the contributions may be recognised as a reduction in the service cost in the period in which the related service is rendered. If the contribution is linked to years of service the
contribution is recognised as part of the gross benefit attributed to the employee.

This amendment is unlikely to have a material
impact on the financial statement of the company.

IAS 28 and IFRS 10 (amendment), Sale or Contribution of Assets between an investor
and its associate or joint venture, are effective for periods beginning on or after 1 January 2016. The amendment requires on the transfer of an asset that is a business in a downstream transaction that the group recognise the gain or



F-8



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



loss on the transfer in full. On transfer of an asset that is not a business, the investor recognises a partial gain or loss based on the groups unrelated interest in the associate or joint
venture.

Consistently IFRS 10 has been amended that the full gain or loss is not recognised when a subsidiary is transferred that does not
meet the definition of a business.

This amendment is unlikely to have an impact on the Company as it has no subsidiary or associate.

IAS 16 & IAS 38 (amendments), Clarification of Acceptable Methods of Depreciation and Amortisation, is effective for
periods beginning on or after 1 January 2016. The amendment clarifies that a deprecation method based on revenue is not an appropriate method in determining a pattern in which the assets future economic benefits are consumed

This amendment is unlikely to have a material impact on the financial statement of the company.

IAS 16 & IAS 41 (amendments), Agriculture: Bearer Plants, is effective for periods beginning on or after 1 January 2016.
The amendment provides a definition of bearer plants which are scoped out of IAS 41. Instead bearer plants would fall to be within the scope of IAS 16. Bearer plants are broadly those which are used in the production or supply of agricultural
produce over more than one period and are unlikely to be sold as agricultural produce.

This amendment is unlikely to have an impact on the
Company as it has no agricultural activities involving bearer plants.

IFRS 11 (amendment), Accounting for acquisitions of interests
in joint operations, is effective prospectively for periods beginning on or after 1 January 2016. The amendments clarifies that a joint operator that acquires an asset or group of assets in a joint operation that represents a business in
accordance with IFRS 3, applies the principles in IFRS 3 in accounting for business combinations to the acquisition. This will result in separate recognition of goodwill if any arises on the acquisition. If the asset or group of assets acquired does
not constitute a business the principles of IFRS 3 are not applied.

This amendment is unlikely to have an impact on the Company as it has
no joint operations.



|4. | Significant accounting policies
|-- | -------------------------------



|4.1 | Intangible assets
|--- | -----------------

Intangible Assets which includes License Fees, Computer Software,
Technical Know-how and Trade Mark / Brand, are measured at cost of acquisition and are stated at cost less accumulated amortization and impairment, if any. Identifiable intangible assets are recognised when the Company controls the asset,
it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the
carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised



F-9



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | a) | License fees
| | -- | ------------

Acquired licenses are initially recognised at cost. Subsequently, license
fees are measured at cost less accumulated amortisation and accumulated impairment loss, if any.

Amortisation period for license fees is
determined primarily by reference to the unexpired license period. Amortisation is charged to the income statement on a straight-line basis over the period of license. The useful life of license is 10 years.



| | b) | Computer software
| | -- | -----------------

Computer software comprises of computer softwares purchased from
third parties. Computer software licenses are capitalised on the basis of all the costs incurred to acquire and bring into use the specific purpose.

Software integral to a related item of hardware equipment is accounted for as property, plant and equipment. Costs associated with maintaining
computer software programs are recognised as an expense when they are incurred.

Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives from the date the software is available for use. The useful economic life is estimated at 5 years.



| | c) | Trademarks / Brand / Technical know-how and Designs
| | -- | ---------------------------------------------------

Trademark / Brand / Technical
know-how and Designs are measured at cost and are amortised on straight line basis over its useful life which is the shorter of the license term and the useful economic life. The useful economic life is estimated at 10 years.



|4.2 | Property, plant and equipment
|--- | -----------------------------

Property, plant and equipment are stated at cost of
acquisition less accumulated depreciation/amortization and impairment loss, if any. The cost is inclusive of freight, installation cost, duties, taxes, borrowing cost and other incidental expenses for bringing the asset to its working conditions for
its intended use but net of CENVAT and Value Added Tax, wherever input credit is claimed.

When significant parts of property, plant and
equipment are required to be replaced in intervals, the Company recognizes such parts as separate component of assets with specific useful lives and provides depreciation over their useful life.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

All
other repair and maintenance costs are recognized in Income statement as incurred.



F-10



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Depreciation is charged so as to write off the cost of assets, other than land and properties
under construction, using the straight-line method, over their estimated useful lives, as follows:



|                                                |  |              
|----------------------------------------------- |  | -------------
|Assets                                          |  | Useful Life  
|Land and Building                               |  |              
|Building                                        |  | 30 Years     
|Equipment & Machinery                           |  |              
|Plant and Machinery                             |  | 13  15 years
|Consumer Premises Equipment                     |  | 7 Years      
|Computer hardware                               |  | 3  6 years  
|Other assets (Furniture & Fixtures and Vehicle) |  |              
|Furniture & Fixtures                            |  | 10 years     
|Vehicles                                        |  | 8 years      

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned
assets or, where shorter, over the term of the relevant lease.

The assets residual values and useful lives are reviewed, and
adjusted if appropriate, at each reporting date.

The gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in the income statement.



|4.3 | Impairment of assets
|--- | --------------------

Property, plant and equipment and intangible assets

At each reporting date, the company reviews the carrying amounts of its tangible and intangible assets, to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently
reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation
increase.



|4.4 | Revenue
|--- | -------



| | a) | Subscription revenue from DTH services is recognized on accrual basis on rendering of the services and is net of service tax and any discount given.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Activation revenue is recognized on the completion of activation services and is net of service tax and any discount given.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



F-11



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | c) | Revenue from installation is recognized on completion of the installation services and is net of service tax.
| | -- | -------------------------------------------------------------------------------------------------------------



| | d) | Revenue on account of sale of Set Top Box (STB), accessories and goods is recognized when the goods are dispatched and are stated net of Sales tax / VAT, discounts and rebates.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | Lease rentals are recognized as revenue as per the terms of contract of operating lease over the period of lease on straight line basis.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



| | f) | Other services like carriage fees and advertisement revenue are recognized on rendering of the service and are net of service tax.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------



| | g) | Interest income is recognized on time proportion basis taking into account the amount invested and the rate of interest.
| | -- | ------------------------------------------------------------------------------------------------------------------------



| | h) | Revenue and Expenditure on account of Free Commercial Time (FCT) granted by the broadcaster/s is recognised as and when same is utilised.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------



|4.5 | Inventories
|--- | -----------

Inventories is stated at the lower of cost and net realisable value. Cost
is determined on weighted average basis and comprises direct materials and those overheads that have been incurred in bringing the inventories to their present location and condition.



|4.6 | Leasing
|--- | -------

Leases are classified as finance leases whenever the terms of the lease
transfer substantially all the risks and rewards of ownership of the asset to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as an assets of the Company at their fair value at the inception of the lease or, if lower, at
the present value of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned
between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. The corresponding rental obligations, net of finance charges, are included in Trade and other
payables. Finance charges are recognised in the income statement.

Rentals payable under operating leases are charged to the income
statement on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

Arrangement containing lease

The determination of whether an arrangement is, or contains, a lease is based on the substance of arrangement at inception date: whether
fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.



|4.7 | Foreign currencies
|--- | ------------------



| | a) | Functional and presentation currency
| | -- | ------------------------------------

The financial statements of the company are
presented in Indian Rupees (INR) which is the functional currency of the Company.



F-12



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | b) | Transactions and balances
| | -- | -------------------------

Transactions in foreign currencies are initially recorded at
the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the respective functional currency at the rates prevailing on the reporting period date.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting period-end date
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within
finance income or costs. All other foreign exchange gains and losses are presented in the income statement within Administration & Other expenses (net).



|4.8 | Employment benefits
|--- | -------------------



| | a) | Short Term Employees Benefits
| | -- | -----------------------------

All employee benefits payable within twelve months of
rendering the services are classified as short-term employee benefits. Benefits such as salaries, wages, and bonus etc., are recognized in the Income Statement in the period in which the employee renders the related service.



| | b) | Long Term Employee Benefits
| | -- | ---------------------------



| | i) | Provident Fund and employees state insurance schemes
| | -- | -----------------------------------------------------

All employees of the
Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employees and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees basic
salary. These contributions are made to the fund administered and managed by the Government of India. The Companys contributions to both these schemes are expensed. The Company has no further obligations under these plans beyond its monthly
contributions.



| | ii) | Gratuity
| | --- | --------

The Company provides for gratuity obligations through a defined benefit
retirement plan (the Gratuity Plan) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee salary and years of employment with
the Company. The present value of obligation under gratuity is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation.

Actuarial gains and losses comprise experience adjustments and the
effects of changes in actuarial assumptions and are recognized immediately in the Income Statement as income or expenses.



F-13



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | iii) | Leave Encashment and Other long term benefit
| | ---- | --------------------------------------------

Liability in respect of leave encashment
for complete financial year is determined using the projected unit credit method with independent actuarial valuations as on the date of Statement of financial position and gains/losses are recognized immediately in the Income Statement.



| | c) | The employee stock option plan is measured by reference to fair value in accordance with IFRS 2 (Share Based Payment) at the date at which equity instruments are granted and is recognized as an expenses over the vesting
period, which ends on the date on which the employee becomes fully entitled to the award. Fair value is determined by using Black Scholes Model of valuation.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4.9 | Taxation
|--- | --------

Income tax expense represents the sum of the current tax and deferred tax.

The charge for current tax is based on the result for the year adjusted for items which are non-assessable or disallowed. It is calculated
using tax rates that have been enacted or substantively enacted by the reporting date.

Current and deferred tax is recognised in the
income statement unless the item to which the tax relates was recognised outside the income statement being other comprehensive income or equity. The tax associated with such an item is also recognised in other comprehensive income or equity
respectively

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method.

Deferred tax liabilities are generally recognised for all taxable temporary timing differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The
carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised.
Deferred tax is charged or credited to Income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

A change in deferred tax assets and liabilities as a result of a change in the tax rates or laws are recognised in Income statement or other
comprehensive income to the extent that it relates to items previously recognised in other comprehensive income.

Deferred tax assets and
liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.



|4.10 | Financial instruments
|---- | ---------------------

Financial assets and financial liabilities, in respect of
financial instruments, are recognised on the Companys statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The Company determines the classification of its financial assets and
liabilities at initial recognition.



F-14



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Trade receivables

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated
irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience. Individual trade receivables are written off when management deems them not to be collectible.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balance with banks, being those with original maturities of three months or less.

Trade payables

Trade
payables are not interest bearing and are stated at their nominal value.

Financial liabilities and equity instruments

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities and includes no
obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Capital market and bank borrowings

Interest bearing loans are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised
cost, using the effective interest rate method. Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issuance costs.



|4.11 | Offsetting financial instruments
|---- | --------------------------------

Financial assets and liabilities are offset and the
net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.



|4.12 | Provisions
|---- | ----------

Provisions are recognised when the Company has a present obligation (legal
or constructive) as a result of a past event, it is probable that the Company an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.



F-15



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Information on contingent liabilities is disclosed in the notes to the financial statements,
unless the possibility of an outflow of resources embodying economic benefits is remote.



|4.13 | Earnings per share
|---- | ------------------

The Companys earnings per share (EPS) is
determined based on the net loss attributable to the equity shareholders. Basic loss per share are computed using the weighted average number of shares outstanding during the year. Diluted loss per share is computed using the weighted average number
of common and dilutive common equivalent shares if any outstanding during the year, except where the result would be anti-dilutive.



|4.14 | Borrowing costs
|---- | ---------------

Borrowing costs consist of interest and other costs that the Company
incurs in connection with the borrowing of funds.

General and specific borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially
ready for their intended use or sale.

The interest cost incurred for funding a qualifying asset during the construction period is
capitalised based on actual investment in the asset at the average interest rate. All other borrowing costs are recognised in Income statement in the period in which they are incurred.



|4.15 | Exceptional Items
|---- | -----------------

Exceptional items are disclosed separately in the financial
statements where it is necessary to do so to provide further understanding of the financial performance of the Company. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.



|5. | Critical accounting estimates
|-- | -----------------------------

The company prepares its financial statements in
accordance with IFRS as issued by the IASB, the application of which often requires judgments to be made by management when formulating the companys financial position and results. Under IFRS, the management of the company is required to adopt
those accounting policies most appropriate to the companys circumstances for the purpose of presenting fairly the companys financial position, financial performance and cash flows.

In determining and applying accounting policies, judgment is often required in respect of items where the choice of specific policy, accounting
estimate or assumption to be followed could materially affect the reported results or net asset position of the company should it later be determined that a different choice would be more appropriate.

Management considers the accounting estimates and assumptions discussed below to be its critical accounting estimates and, accordingly, provide
an explanation of each below. The discussion below should also be read in conjunction with the companys disclosure of significant IFRS accounting policies which are provided in note 4 to the financial statements, Significant accounting
policies.

Management has discussed its critical accounting estimates and associated disclosures with the companys Audit
Committee.



F-16



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | a. | Impairment reviews
| | -- | ------------------

IFRS requires management to undertake an annual test for impairment
of finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Impairment testing is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported
by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to
be made in respect of highly uncertain matters including managements expectations of:



| |  |  | growth in EBITDA, calculated as operating profit before depreciation and amortisation;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | timing and quantum of future capital expenditure;
| | - |  | -------------------------------------------------



| |  |  | long-term growth rates; and
| | - |  | ---------------------------



| |  |  | the selection of discount rates to reflect the risks involved.
| | - |  | --------------------------------------------------------------



| | b. | Revenue recognition
| | -- | -------------------

Arrangements with multiple deliverables

In revenue arrangements including more than one deliverable, the arrangement considerations are assigned to one or more separate deliverables
based on its relative fair values for revenue recognition purpose.

Determining the fair value of each deliverable can require estimates
due to the nature of the goods and services provided.



| | c. | Taxation
| | -- | --------

The Company is subject to income taxes in Indian jurisdictions. Significant
judgments are required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain; such determination being made by the relevant taxing authorities. The company
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be found to be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences
will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. Where considered necessary estimates are developed by management based on external specialist advice.

There are no other judgemental areas identified by management that could have a material effect on the provisions made at the reporting date.

Recognition of deferred tax assets

The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be
available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses,
relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.



F-17



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Recognition therefore involves judgement regarding the future financial performance of the
company.



| | d. | Employee benefit
| | -- | ----------------

The present value of the employment benefit obligations depends on a
number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for employment benefits include the discount rate. Any changes in these assumptions will have an
effect on the carrying amount of employment benefits.

Discount rate as determined by the actuary is the interest rate used to discount the
defined benefit obligation and calculate the net interest recognised in profit or loss on the net defined benefit liability. In determining the appropriate discount rate, consideration is given to the interest rates of high-quality corporate bonds
that are denominated in the currency in which the benefits are to be paid and that have terms of maturity approximating the terms of the related pension obligation.

Other key assumptions relevant to the defined employment benefit obligations are based in part on current market conditions. Additional
disclosures concerning these obligations are provided in note 24 & 25.



| | e. | License Fees
| | -- | ------------

There are transactions and calculations for which the ultimate license
fees determination is uncertain; such determination being made by the relevant authorities. The company recognises liabilities based on estimates of whether additional fees will be found to be due. Where the final outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the income statement and liabilities in the period in which such determination is made.

There are no other judgemental areas identified by management that could have a material effect on the provisions made at the reporting date.



| | f. | Other intangible assets
| | -- | -----------------------

Estimation of useful life

The useful life used to intangible assets relates to the expected future performance of the assets acquired and managements judgement of
the period over which economic benefit will be derived from the asset. The basis for determining the useful life for the most significant categories of intangible assets is as follows:

Capitalised software

The
useful life is determined by management at the time the software is acquired and brought into use and is regularly reviewed for appropriateness. For computer software licenses, the useful life represents managements view of expected term over
which the Company will receive benefits from the software, but not exceeding the license term. For unique software products controlled by the Company, the life is based on historical experience with similar products as well as anticipation of future
events which may impact their life such as changes in technology. Historically changes in useful lives have not resulted in material changes to the Companys amortisation charge.



F-18



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | g. | Property, plant and equipment
| | -- | -----------------------------

Property, plant and equipment also represent a
significant proportion of the asset base of the Company being 61% as at March 31 2015 (March 31, 2014: 78%) of the Companys total assets. Therefore the estimates and assumptions made to determine their carrying value and related
depreciation are critical to the Companys financial position and performance.

Estimation of useful life

The charge in respect of periodic depreciation is derived after determining an estimate of an assets expected useful life and the
expected residual value at the end of its life. Increasing an assets expected life or its residual value would result in a reduced depreciation charge in the income statement.

The useful lives and residual values of Company assets are determined by management at the time the asset is acquired and reviewed annually for
appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life such as changes in technology.

Historically changes in useful lives and residual values have not resulted in material changes to the Companys depreciation charge.



| | h. | Provisions and contingent liabilities
| | -- | -------------------------------------

The Company exercises judgement in measuring and
recognizing provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities
(see note 27). Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation
process, actual losses may be different from the originally estimated provision.



|6. | Segment analysis
|-- | ----------------

The Company operates in a single business segment viz. Direct to Home
services in India; accordingly there is no reportable business segment or geographical segment.



|7 | Revenue from operations
|- | -----------------------



|                                    |  |                       |           |  |                       |  |           |                       |  |  |           | 
|----------------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | --------------------- |  |  | --------- | 
|                                    |  | For the years ended   |          
|Particulars                         |  | March 31,2015         |           |  | March 31,2014         |  |           | March 31,2013         | 
|                                    |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|Subscription Revenue                |  |                       | 20,581.41 |  |                       |  | 14,877.41 |                       |  |  | 9,356.23  | 
|Other Operating Revenue             |  |                       | 1,760.16  |  |                       |  | 1,891.88  |                       |  |  | 1,300.85  | 
|Lease Rentals                       |  |                       | 927.35    |  |                       |  | 761.34    |                       |  |  | 591.90    | 
|Sale of set top box and accessories |  |                       | 108.16    |  |                       |  | 113.47    |                       |  |  | 46.49     | 
|                                    |  |                       |           |  |                       |  |           |                       |  |  |           | 
|                                    |  |                       | 23,377.08 |  |                       |  | 17,644.10 |                       |  |  | 11,295.47 | 
|                                    |  |                       |           |  |                       |  |           |                       |  |  |           | 



F-19



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|8 | Other Income
|- | ------------



|                                                        |  |                       |      |  |                       |  |       |                       |  |  |      | 
|------------------------------------------------------- |  | --------------------- | ---- |  | --------------------- |  | ----- | --------------------- |  |  | ---- | 
|                                                        |  | For the years ended   |     
|Particulars                                             |  | March 31,2015         |      |  | March 31,2014         |  |       | March 31,2013         | 
|                                                        |  | (


LOGO
 in Million) |      |  | (


LOGO
 in Million) |  |       | (


LOGO
 in Million) | 
|Liabilities/ provisions no longer required written back |  |                       |     |  |                       |  | 15.41 |                       |  |  | 2.52 | 
|Other non-operating income                              |  |                       | 0.08 |  |                       |  | 1.85  |                       |  |  | 1.08 | 
|                                                        |  |                       |      |  |                       |  |       |                       |  |  |      | 
|                                                        |  |                       | 0.08 |  |                       |  | 17.26 |                       |  |  | 3.60 | 
|                                                        |  |                       |      |  |                       |  |       |                       |  |  |      | 



|9 | Operating expenses
|- | ------------------



|                                         |  |                       |           |  |                       |  |           |                       |  |  |          | 
|---------------------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | --------------------- |  |  | -------- | 
|                                         |  | For the years ended   |          
|Particulars                              |  | March 31,2015         |           |  | March 31,2014         |  |           | March 31,2013         | 
|                                         |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|Content and Programming costs            |  |                       | 8,459.24  |  |                       |  | 6,019.58  |                       |  |  | 4,568.58 | 
|License fees and taxes                   |  |                       | 2,489.52  |  |                       |  | 1,832.05  |                       |  |  | 1,114.43 | 
|Space segment charges and fees           |  |                       | 1,403.49  |  |                       |  | 1,332.29  |                       |  |  | 994.47   | 
|Installation and service expenses        |  |                       | 938.36    |  |                       |  | 1,028.68  |                       |  |  | 1,228.72 | 
|IT support costs                         |  |                       | 330.01    |  |                       |  | 283.60    |                       |  |  | 233.15   | 
|Cost of material and components consumed |  |                       | 232.43    |  |                       |  | 218.86    |                       |  |  | 125.24   | 
|                                         |  |                       |           |  |                       |  |           |                       |  |  |          | 
|                                         |  |                       | 13,853.05 |  |                       |  | 10,715.06 |                       |  |  | 8,264.59 | 
|                                         |  |                       |           |  |                       |  |           |                       |  |  |          | 



|10 | Employee benefits expenses
|-- | --------------------------



|                                          |  |                       |          |  |                       |  |        |                       |  |  |        | 
|----------------------------------------- |  | --------------------- | -------- |  | --------------------- |  | ------ | --------------------- |  |  | ------ | 
|                                          |  | For the years ended   |         
|Particulars                               |  | March 31,2015         |          |  | March 31,2014         |  |        | March 31,2013         | 
|                                          |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) |  |        | (


LOGO
 in Million) | 
|Salaries, bonus and allowances *          |  |                       | 957.87   |  |                       |  | 809.94 |                       |  |  | 729.34 | 
|Contribution to Provident and other funds |  |                       | 37.77    |  |                       |  | 33.76  |                       |  |  | 31.34  | 
|Staff welfare expenses                    |  |                       | 27.64    |  |                       |  | 20.58  |                       |  |  | 18.02  | 
|                                          |  |                       |          |  |                       |  |        |                       |  |  |        | 
|                                          |  |                       | 1,023.28 |  |                       |  | 864.28 |                       |  |  | 778.70 | 
|                                          |  |                       |          |  |                       |  |        |                       |  |  |        | 



| | * | Salaries, bonus and allowances include


LOGO
 29.74 mn towards provision for ESOP Plan 2014.
| | - | ---------------------------------------------------------------------------------------------



F-20



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|11 | Administration and other expenses
|-- | ---------------------------------



|                                   |               |                       |        |               |                       |  |               |                       |  |  |        | 
|---------------------------------- | ------------- | --------------------- | ------ | ------------- | --------------------- |  | ------------- | --------------------- |  |  | ------ | 
|Particulars                        |               | For the years ended   |       
|                                   | March 31,2015 |                       |        | March 31,2014 |                       |  | March 31,2013 |                      
|                                   |               | (


LOGO
 in Million) |        |               | (


LOGO
 in Million) |  |               | (


LOGO
 in Million) | 
|Travelling and Conveyance Expenses |               |                       | 154.46 |               |                       |  | 131.45        |                       |  |  | 122.53 | 
|Rent                               |               |                       | 108.18 |               |                       |  | 89.78         |                       |  |  | 72.91  | 
|Power and Fuel                     |               |                       | 77.31  |               |                       |  | 68.98         |                       |  |  | 55.70  | 
|Legal and Professional Charges     |               |                       | 147.55 |               |                       |  | 67.11         |                       |  |  | 53.98  | 
|Office and General Expenses        |               |                       | 84.16  |               |                       |  | 63.48         |                       |  |  | 57.04  | 
|Exchange Fluctuation Loss (Net)    |               |                       | 18.87  |               |                       |  | 48.17         |                       |  |  | 26.29  | 
|Communication Expenses             |               |                       | 28.20  |               |                       |  | 24.88         |                       |  |  | 20.09  | 
|Repairs and Maintenance            |               |                       | 27.51  |               |                       |  | 22.20         |                       |  |  | 18.62  | 
|Printing and Stationery            |               |                       | 15.96  |               |                       |  | 10.84         |                       |  |  | 9.93   | 
|Insurance Expenses                 |               |                       | 5.05   |               |                       |  | 5.78          |                       |  |  | 5.43   | 
|Rates and Taxes                    |               |                       | 7.86   |               |                       |  | 4.51          |                       |  |  | 1.38   | 
|Auditors Remuneration             |               |                       | 9.39   |               |                       |  | 1.53          |                       |  |  | 1.51   | 
|Loss on Sale of Fixed Assets       |               |                       | 2.07   |               |                       |  |              |                       |  |  |       | 
|Bad Debts                          |               |                       | 1.05   |               |                       |  |              |                       |  |  |       | 
|Provision for Doubtful Debts       |               |                       | 0.42   |               |                       |  |              |                       |  |  |       | 
|                                   |               |                       |        |               |                       |  |               |                       |  |  |        | 
|                                   |               |                       | 688.04 |               |                       |  | 538.71        |                       |  |  | 445.41 | 
|                                   |               |                       |        |               |                       |  |               |                       |  |  |        | 



|12 | Selling and distribution expenses
|-- | ---------------------------------



|                                     |               |                       |          |               |                       |  |               |                       |  |  |          | 
|------------------------------------ | ------------- | --------------------- | -------- | ------------- | --------------------- |  | ------------- | --------------------- |  |  | -------- | 
|Particulars                          |               | For the years ended   |         
|                                     | March 31,2015 |                       |          | March 31,2014 |                       |  | March 31,2013 |                      
|                                     |               | (


LOGO
 in Million) |          |               | (


LOGO
 in Million) |  |               | (


LOGO
 in Million) | 
|Advertisement and Marketing Expenses |               |                       | 899.32   |               |                       |  | 893.68        |                       |  |  | 336.82   | 
|Customer Support Services            |               |                       | 871.77   |               |                       |  | 627.16        |                       |  |  | 640.79   | 
|Distribution Expenses                |               |                       | 85.23    |               |                       |  | 84.72         |                       |  |  | 55.76    | 
|                                     |               |                       |          |               |                       |  |               |                       |  |  |          | 
|                                     |               |                       | 1,856.32 |               |                       |  | 1,605.56      |                       |  |  | 1,033.37 | 
|                                     |               |                       |          |               |                       |  |               |                       |  |  |          | 



|13 | Finance (costs) / Finance Income (Net)
|-- | --------------------------------------



|                                      |               |                       |           |               |                       |  |               |                       |  |  |           |  
|------------------------------------- | ------------- | --------------------- | --------- | ------------- | --------------------- |  | ------------- | --------------------- |  |  | --------- | -
|Particulars                           |               | For the years ended   |          
|                                      | March 31,2015 |                       |           | March 31,2014 |                       |  | March 31,2013 |                      
|                                      |               | (


LOGO
 in Million) |           |               | (


LOGO
 in Million) |  |               | (


LOGO
 in Million) | 
|Finance Costs:                        |               |                       |           |               |                       |  |               |                       |  |  |           |  
|Bank Loan Interest                    |               |                       | (4,223.47 | )             |                       |  | (4,235.14     | )                     |  |  | (2,493.74 | )
|Other Interest                        |               |                       | (368.82   | )             |                       |  | (112.08       | )                     |  |  | (164.67   | )
|Bank Charges                          |               |                       | (124.46   | )             |                       |  | (100.76       | )                     |  |  | (138.94   | )
|                                      |               |                       |           |               |                       |  |               |                       |  |  |           |  
|                                      |               |                       | (4,716.75 | )             |                       |  | (4,447.98     | )                     |  |  | (2,797.35 | )
|Finance Income:                       |               |                       |           |               |                       |  |               |                       |  |  |           |  
|Interest Income                       |               |                       | 102.53    |               |                       |  | 96.96         |                       |  |  | 50.83     |  
|                                      |               |                       |           |               |                       |  |               |                       |  |  |           |  
|Finance (Costs)/ Finance Income (net) |               |                       | (4,614.22 | )             |                       |  | (4,351.02     | )                     |  |  | (2,746.52 | )
|                                      |               |                       |           |               |                       |  |               |                       |  |  |           |  



F-21



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|14 | Taxation
|-- | --------

The major components of income tax expense for the years ended 31st March 2015 and 31st March 2014

Income Tax expense



|                                                                  |  |                       |           |   |                       |  |           |                       |  |  |           |  
|----------------------------------------------------------------- |  | --------------------- | --------- | - | --------------------- |  | --------- | --------------------- |  |  | --------- | -
|                                                                  |  | For the years ended   |          
|Particulars                                                       |  | March 31,2015         |           |   | March 31,2014         |  |           | March 31,2013         | 
|                                                                  |  | (


LOGO
 in Million) |           |   | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|Income tax expenses in respect of :                               |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Current year                                                      |  |                       |          |   |                       |  |          |                       |  |  |          |  
|                                                                  |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Total income tax                                                  |  |                       |          |   |                       |  |          |                       |  |  |          |  
|                                                                  |  |                       |          
|Deferred tax on origination and reversal of temporary differences |  |                       | (1,217.93 | ) |                       |  | (1,429.68 | )                     |  |  | (1,571.06 | )
|                                                                  |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Total deferred tax                                                |  |                       | (1,217.93 | ) |                       |  | (1,429.68 | )                     |  |  | (1,571.06 | )
|                                                                  |  |                       |           |   |                       |  |           |                       |  |  |           |  
|Total income tax expenses                                         |  |                       | (1,217.93 | ) |                       |  | (1,429.68 | )                     |  |  | (1,571.06 | )
|                                                                  |  |                       |           |   |                       |  |           |                       |  |  |           |  

Deferred tax

Deferred tax relates to the following:



|                                                              |  |                       |           |   |                       |  |           |  
|------------------------------------------------------------- |  | --------------------- | --------- | - | --------------------- |  | --------- | -
|                                                              |  | As at                 |          
|Particulars                                                   |  | March 31,2015         |           |   | March 31,2014         | 
|                                                              |  | (


LOGO
 in Million) |           |   | (


LOGO
 in Million) | 
|Statement of Financial Position                               |  |                       |           |   |                       |  |           |  
|Provision for Gratuity                                        |  |                       | 14.68     |   |                       |  | 9.79      |  
|Disallowances in Tax                                          |  |                       | 530.23    |   |                       |  | 184.71    |  
|Deferment of Expenses  Discount on Long term recharge        |  |                       | (80.59    | ) |                       |  | (73.46    | )
|Allowances under Section 35D                                  |  |                       | 20.23     |   |                       |  | 2.77      |  
|Depreciation/ amortization and impairment                     |  |                       | 137.34    |   |                       |  | (217.53   | )
|Employee stock option Plan                                    |  |                       | 9.19      |   |                       |  |          |  
|Losses available for offsetting against future taxable income |  |                       | 7,077.11  |   |                       |  | 6,583.98  |  
|                                                              |  |                       |           |   |                       |  |           |  
|Deferred Tax Assets                                           |  |                       | 7,708.19  |   |                       |  | 6,490.26  |  
|Deferred tax Assets at April 1                                |  |                       | 6,490.26  |   |                       |  | 5,060.58  |  
|                                                              |  |                       |           |   |                       |  |           |  
|Deferred tax expense /(benefit)                               |  |                       | (1,217.93 | ) |                       |  | (1,429.68 | )
|                                                              |  |                       |           |   |                       |  |           |  

Reconciliation in the Statement of Financial Position:



|                                                    |  |                       |          |  |                       |  |          |  
|--------------------------------------------------- |  | --------------------- | -------- |  | --------------------- |  | -------- | -
|                                                    |  | As at                 |         
|Particulars                                         |  | March 31,2015         |          |  | March 31,2014         | 
|                                                    |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) | 
|Deferred tax asset                                  |  |                       | 7,651.44 |  |                       |  | 6,781.25 |  
|Deferred tax liability                              |  |                       | 56.75    |  |                       |  | (290.99  | )
|                                                    |  |                       |          |  |                       |  |          |  
|Deferred tax assets or Deferred tax liabilities net |  |                       | 7,708.19 |  |                       |  | 6,490.26 |  
|                                                    |  |                       |          |  |                       |  |          |  



F-22



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Factors affecting the tax charge in future years

Factors that may affect the Companys future tax charge include the impact of corporate restructurings, the resolution of open issues,
future planning opportunities, corporate acquisitions and disposals, the use of brought forward tax losses and changes in tax legislation and tax rates.

The Company is routinely subject to assessments by tax authorities in India. These are usually resolved through the Indian legal system. The
Company considers each issue on its merits and, where appropriate, holds provisions in respect of the potential tax liability that may arise. However, the amount ultimately paid may differ materially from the amount accrued and could therefore
affect the Companys overall profitability and cash flows in future periods.

At March 31, 2015 the gross amount and expiry
dates of losses available for carry forward are as follows:



|                                                    |  |                       |           |  |                       |  |           | 
|--------------------------------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | 
|                                                    |  | For the years ended   |          
|Particulars                                         |  | March 31,2015         |           |  | March 31,2014         | 
|                                                    |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) | 
|Expiring within 5 years                             |  |                       |           |  |                       |  |           | 
|Losses for which a deferred tax asset is recognized |  |                       | 5,579.33  |  |                       |  | 1,124.18  | 
|Losses for which no deferred tax is recognized      |  |                       |          |  |                       |  |          | 
|                                                    |  |                      
|Expiring within 6-10 years                          |  |                       |           |  |                       |  |           | 
|Losses for which a deferred tax asset is recognized |  |                       | 1,967.92  |  |                       |  | 8,965.86  | 
|Losses for which no deferred tax is recognized      |  |                       |          |  |                       |  |          | 
|                                                    |  |                      
|Unlimited                                           |  |                       |           |  |                       |  |           | 
|Losses for which a deferred tax asset is recognized |  |                       | 15,356.02 |  |                       |  | 11,217.34 | 
|Losses for which no deferred tax is recognized      |  |                       |          |  |                       |  |          | 
|                                                    |  |                      
|Total                                               |  |                       |           |  |                       |  |           | 
|Losses for which a deferred tax asset is recognized |  |                       | 22,903.27 |  |                       |  | 21,307.38 | 
|Losses for which no deferred tax is recognized      |  |                       |          |  |                       |  |          | 



|15 | Earning Per Share
|-- | -----------------



|                                                             |  |                       |             |   |                       |  |             |                       |  |  |             |  
|------------------------------------------------------------ |  | --------------------- | ----------- | - | --------------------- |  | ----------- | --------------------- |  |  | ----------- | -
|Particulars                                                  |  | March 31,2015         |             |   | March 31,2014         |  |             | March 31,2013         | 
|                                                             |  | (


LOGO
 in Million) |             |   | (


LOGO
 in Million) |  |             | (


LOGO
 in Million) | 
|Profit/(Loss) for the year                                   |  |                       | (2,726.64   | ) |                       |  | (3,195.48   | )                     |  |  | (3,524.33   | )
|                                                             |  |                       |            
|Weighted average number of shares for basic loss per share   |  |                       | 242,413,698 |   |                       |  | 242,000,000 |                       |  |  | 212,410,959 |  
|Weighted average number of shares for diluted loss per share |  |                       | 242,413,698 |   |                       |  | 242,000,000 |                       |  |  | 212,410,959 |  
|                                                             |  |                       |            
|Basic earning per Share                                      |  |                       | (11.25      | ) |                       |  | (13.20      | )                     |  |  | (16.59      | )
|Diluted earning per Share                                    |  |                       | (11.25      | ) |                       |  | (13.20      | )                     |  |  | (16.59      | )

Basic Profit/(loss) per share is calculated by
dividing the Profit/(loss) for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted Profit/(loss) per share are calculated by dividing the Profit/(loss) attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.



F-23



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|16 | Property, Plant and equipment & Capital Work-in-Progress
|-- | --------------------------------------------------------



|                                       |  |                                 |           |  |                    |  |          |           |  |  |          |  |  |                         |        |  |                       |  |        |                  |  |  |          |  |  |                          |       |  |                       |  |       |  |  |  |          |  |  |  |           | 
|-------------------------------------- |  | ------------------------------- | --------- |  | ------------------ |  | -------- | --------- |  |  | -------- |  |  | ----------------------- | ------ |  | --------------------- |  | ------ | ---------------- |  |  | -------- |  |  | ------------------------ | ----- |  | --------------------- |  | ----- |  |  |  | -------- |  |  |  | --------- | 
|                                       |  |                                 |           |  |                    |  |          |           |  |  |          |  |  |                         |        |  |                       |  |        |                  |  |  |          |  |  |                          |       |  | (


LOGO
 in Million) | 
|Costs                                  |  | ConsumerPremisesEquipments(CPE) |           |  | Plant andMachinery |  |          | Computers |  |  | Building |  |  | ElectricalInstallations |        |  | Furniture andFixtures |  |        | OfficeEquipments |  |  | Vehicles |  |  | Capital Work-in-Progress |       |  | Total                 | 
|As at March 31, 2013                   |  |                                 | 19,715.21 |  |                    |  | 2,961.64 |           |  |  | 518.53   |  |  |                         | 229.78 |  |                       |  | 176.23 |                  |  |  | 51.09    |  |  |                          | 24.16 |  |                       |  | 18.18 |  |  |  | 2,510.05 |  |  |  | 26,204.87 | 
|Additions                              |  |                                 | 6,180.59  |  |                    |  | 190.12   |           |  |  | 47.58    |  |  |                         | 2.74   |  |                       |  | 10.05  |                  |  |  | 3.19     |  |  |                          | 4.53  |  |                       |  |      |  |  |  |         |  |  |  | 6,438.80  | 
|Disposals / Adjustments                |  |                                 |          |  |                    |  |         |           |  |  |         |  |  |                         |       |  |                       |  |       |                  |  |  |         |  |  |                          |      |  |                       |  |      |  |  |  | 285.54   |  |  |  | 285.54    | 
|As at March 31, 2014                   |  |                                 | 25,895.83 |  |                    |  | 3,151.76 |           |  |  | 566.11   |  |  |                         | 232.52 |  |                       |  | 186.28 |                  |  |  | 54.28    |  |  |                          | 28.69 |  |                       |  | 18.18 |  |  |  | 2,224.51 |  |  |  | 32,358.16 | 
|Additions                              |  |                                 | 6,808.52  |  |                    |  | 337.03   |           |  |  | 89.36    |  |  |                         | 11.34  |  |                       |  | 16.87  |                  |  |  | 6.13     |  |  |                          | 8.36  |  |                       |  |      |  |  |  | 319.69   |  |  |  | 7,597.30  | 
|Disposals / Adjustments                |  |                                 |          |  |                    |  | 0.35     |           |  |  | 0.02     |  |  |                         |       |  |                       |  | 0.13   |                  |  |  | 1.05     |  |  |                          | 0.05  |  |                       |  | 2.96  |  |  |  |         |  |  |  | 4.56      | 
|As at March 31, 2015                   |  |                                 | 32,704.35 |  |                    |  | 3,488.44 |           |  |  | 655.45   |  |  |                         | 243.86 |  |                       |  | 203.02 |                  |  |  | 59.36    |  |  |                          | 37.00 |  |                       |  | 15.22 |  |  |  | 2,544.20 |  |  |  | 39,950.90 | 
|                                       |  |                                 |           |  |                    |  |          |           |  | 
|Accumulated depreciationand impairment |  | ConsumerPremisesEquipments(CPE) |           |  | Plant andMachinery |  |          | Computers |  |  | Building |  |  | ElectricalInstallations |        |  | Furniture andFixtures |  |        | OfficeEquipments |  |  | Vehicles |  |  | Capital Work-in-Progress |       |  | Total                 | 
|As at March 31, 2013                   |  |                                 | 4,670.40  |  |                    |  | 620.67   |           |  |  | 257.55   |  |  |                         | 24.90  |  |                       |  | 25.14  |                  |  |  | 9.13     |  |  |                          | 3.20  |  |                       |  | 4.57  |  |  |  |         |  |  |  | 5,615.56  | 
|Depreciation for the year              |  |                                 | 3,647.96  |  |                    |  | 209.77   |           |  |  | 87.45    |  |  |                         | 7.72   |  |                       |  | 8.61   |                  |  |  | 3.39     |  |  |                          | 1.38  |  |                       |  | 1.73  |  |  |  |         |  |  |  | 3,968.01  | 
|Disposals / Adjustments                |  |                                 |          |  |                    |  |         |           |  |  |         |  |  |                         |       |  |                       |  |       |                  |  |  |         |  |  |                          |      |  |                       |  |      |  |  |  |         |  |  |  |          | 
|As at March 31, 2014                   |  |                                 | 8,318.36  |  |                    |  | 830.44   |           |  |  | 344.99   |  |  |                         | 32.61  |  |                       |  | 33.75  |                  |  |  | 12.52    |  |  |                          | 4.58  |  |                       |  | 6.30  |  |  |  |         |  |  |  | 9,583.55  | 
|Depreciation for the year              |  |                                 | 4,245.36  |  |                    |  | 260.88   |           |  |  | 127.97   |  |  |                         | 7.95   |  |                       |  | 25.95  |                  |  |  | 6.98     |  |  |                          | 16.55 |  |                       |  | 2.58  |  |  |  |         |  |  |  | 4,694.22  | 
|Disposals / Adjustments                |  |                                 |          |  |                    |  | 0.08     |           |  |  | 0.02     |  |  |                         |       |  |                       |  | 0.03   |                  |  |  | 0.45     |  |  |                          | 0.01  |  |                       |  | 0.78  |  |  |  |         |  |  |  | 1.37      | 
|Impairment                             |  |                                 | 359.04    |  |                    |  |          |           |  |  |          |  |  |                         |        |  |                       |  |        |                  |  |  |          |  |  |                          |       |  |                       |  |       |  |  |  |          |  |  |  | 359.04    | 
|As at March 31, 2015                   |  |                                 | 12,922.76 |  |                    |  | 1,091.24 |           |  |  | 472.95   |  |  |                         | 40.56  |  |                       |  | 59.67  |                  |  |  | 19.05    |  |  |                          | 21.12 |  |                       |  | 8.10  |  |  |  |         |  |  |  | 14,635.45 | 
|                                       |  |                                 |           |  |                    |  |          |           |  | 
|Net Book Value                         |  | ConsumerPremisesEquipments(CPE) |           |  | Plant andMachinery |  |          | Computers |  |  | Building |  |  | ElectricalInstallations |        |  | Furniture andFixtures |  |        | OfficeEquipments |  |  | Vehicles |  |  | Capital Work-in-Progress |       |  | Total                 | 
|As at March 31, 2014                   |  |                                 | 17,577.47 |  |                    |  | 2,321.32 |           |  |  | 221.12   |  |  |                         | 199.91 |  |                       |  | 152.53 |                  |  |  | 41.76    |  |  |                          | 24.11 |  |                       |  | 11.88 |  |  |  | 2,224.51 |  |  |  | 22,774.61 | 
|As at March 31, 2015                   |  |                                 | 19,781.59 |  |                    |  | 2,397.20 |           |  |  | 182.50   |  |  |                         | 203.30 |  |                       |  | 143.35 |                  |  |  | 40.31    |  |  |                          | 15.88 |  |                       |  | 7.12  |  |  |  | 2,544.20 |  |  |  | 25,315.45 | 

Property, Plant and equipment & Capital Work-in-Progress are charged by way of equitable mortgage with
banks for term loans. For more details refer note no 22.



F-24



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|17 | Intangible Assets
|-- | -----------------



(


LOGO
 in Million)Costs

Trademark /Brand


Technical Know-how and Designs


ComputerSoftware


License Fees


TotalAs at March 31, 2013


1,225.31



274.45



406.53



100.00



2,006.29Additions










63.02







63.02Disposals / Adjustments


















As at March 31, 2014


1,225.31



274.45



469.54



100.00



2,069.30Additions










55.10







55.10Disposals / Adjustments


















As at March 31, 2015


1,225.31



274.45



524.64



100.00



2,124.40Accumulated amortisation and impairmentlosses

Trademark /Brand


Technical Know-how and Designs


ComputerSoftware


License Fees


TotalAs at March 31, 2013


208.56



90.15



238.72



37.04



574.47Depreciation for the year


122.53



27.44



82.81



11.11



243.89Disposals / Adjustments


















As at March 31, 2014


331.09



117.61



321.54



48.15



818.39Depreciation for the year


122.53



27.44



72.40



11.11



233.48Disposals / Adjustments


















As at March 31, 2015


453.62



145.05



393.94



59.26



1,051.87Net Book Value

Trademark /Brand


Technical Know-how and Designs


ComputerSoftware


License Fees


TotalAs at March 31, 2014


894.23



156.85



148.00



51.85



1,250.93As at March 31, 2015


771.69



129.40



130.70



40.74



1,072.53


Amortisation of licences and other intangible assets is included within Depreciation and Amortisation on
the income statement. All licences have been pledged as security against borrowings.

The remaining amortisation period of licence as
follows:



|                              |  |      |              |  |      |  |              | 
|----------------------------- |  | ---- | ------------ |  | ---- |  | ------------ | 
|Particulars                   |  | 2015 |              |  | 2014 | 
|Remaining amortization period |  |      | 3 to 4 years |  |      |  | 4 to 5 years | 

The Company takes on lease certain Computer Sofwares under non-cancellable finance lease agreements. The lease
terms range between 2 and 5 years.



|18 | Inventories
|-- | -----------



|                                                       |  |                       |        |  |                       |  |        | 
|------------------------------------------------------ |  | --------------------- | ------ |  | --------------------- |  | ------ | 
|                                                       |  | As at                 |       
|Particulars                                            |  | March 31,2015         |        |  | March 31,2014         | 
|                                                       |  | (


LOGO
 in Million) |        |  | (


LOGO
 in Million) | 
|Consumables and Spares (including Material-in-Transit) |  |                       | 341.25 |  |                       |  | 317.13 | 
|(As taken, valued and certified by the management)     |  |                       |        |  |                       |  |        | 
|                                                       |  |                       |        |  |                       |  |        | 
|                                                       |  |                       | 341.25 |  |                       |  | 317.13 | 
|                                                       |  |                       |        |  |                       |  |        | 



F-25



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|19 | Trade Receivables
|-- | -----------------



|                  |  |                       |       |   |                       |  |       |  
|----------------- |  | --------------------- | ----- | - | --------------------- |  | ----- | -
|                  |  | As at                 |      
|Particulars       |  | March 31,2015         |       |   | March 31,2014         | 
|                  |  | (


LOGO
 in Million) |       |   | (


LOGO
 in Million) | 
|Trade Receivables |  |                       | 2.68  |   |                       |  | 4.87  |  
|Less: Provisions  |  |                       | (1.05 | ) |                       |  | (0.63 | )
|                  |  |                       |       |   |                       |  |       |  
|                  |  |                       | 1.63  |   |                       |  | 4.24  |  
|                  |  |                       |       |   |                       |  |       |  

The management consider that the carrying amount of trade and other receivables approximates their fair value.
The allowance for estimated irrecoverable amounts of trade debtors has been determined by reference to past default experience and information on specific balances outside trade terms and is calculated by reference to the present value of
anticipated future proceeds.



|20 | Financial and Non-Financial Assets
|-- | ----------------------------------



|                                              |  |                       |          |  |                       |  |          | 
|--------------------------------------------- |  | --------------------- | -------- |  | --------------------- |  | -------- | 
|                                              |  | As at                 |         
|Particulars                                   |  | March 31,2015         |          |  | March 31,2014         | 
|                                              |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) | 
|Included within non-current assets            |  |                       |          |  |                       |  |          | 
|Financial assets:                             |  |                       |          |  |                       |  |          | 
|Capital Advance                               |  |                       | 661.52   |  |                       |  | 2,032.26 | 
|Prepaid Rent                                  |  |                       | 108.92   |  |                       |  | 110.60   | 
|Deposits                                      |  |                       | 46.20    |  |                       |  | 48.05    | 
|Term deposits with banks                      |  |                       | 44.68    |  |                       |  | 34.10    | 
|                                              |  |                       |          |  |                       |  |          | 
|                                              |  |                       | 861.32   |  |                       |  | 2,225.01 | 
|                                              |  |                       |          |  |                       |  |          | 
|Total                                         |  |                       | 861.32   |  |                       |  | 2,225.01 | 
|                                              |  |                       |          |  |                       |  |          | 
|Included within current assets                |  |                       |          |  |                       |  |          | 
|Financial assets:                             |  |                       |          |  |                       |  |          | 
|Term deposits with banks                      |  |                       | 3,067.77 |  |                       |  | 662.87   | 
|Interest Receivables                          |  |                       | 51.25    |  |                       |  | 31.14    | 
|Other Assets                                  |  |                       | 12.50    |  |                       |  | 18.40    | 
|Deposits                                      |  |                       | 20.06    |  |                       |  | 17.99    | 
|Prepaid Rent                                  |  |                       | 16.76    |  |                       |  | 16.76    | 
|                                              |  |                       |          |  |                       |  |          | 
|                                              |  |                       | 3,168.34 |  |                       |  | 747.16   | 
|Non Financial assets:                         |  |                       |          |  |                       |  |          | 
|Balance with Central Excise/VAT Authority     |  |                       | 646.05   |  |                       |  | 1,579.73 | 
|Prepaid Expenses                              |  |                       | 211.21   |  |                       |  | 90.38    | 
|Advance Income Tax and Tax deducted at source |  |                       | 50.67    |  |                       |  | 51.34    | 
|                                              |  |                       |          |  |                       |  |          | 
|                                              |  |                       | 907.93   |  |                       |  | 1,721.45 | 
|                                              |  |                       |          |  |                       |  |          | 
|Total                                         |  |                       | 4,076.27 |  |                       |  | 2,468.61 | 
|                                              |  |                       |          |  |                       |  |          | 



F-26



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Term deposits with banks in financial assets includes Restricted Cash (March 31, 2015:


LOGO
 3,110.71 million, March 31, 2014:


LOGO
 696.97 million) given towards margin / reserves for term loan and bank guarantee. Included in above, a lien is marked on Fixed Deposits amounting to


LOGO
 2,000 Mn towards credit facility availed by a group entity from a bank.



|21 | Cash and cash equivalents
|-- | -------------------------



|                                                                      |  |                       |          |  |                       |  |        | 
|--------------------------------------------------------------------- |  | --------------------- | -------- |  | --------------------- |  | ------ | 
|                                                                      |  | As at                 |         
|Particulars                                                           |  | March 31,2015         |          |  | March 31,2014         | 
|                                                                      |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) | 
|Balances with Banks in Current Accounts                               |  |                       | 8,287.05 |  |                       |  | 183.55 | 
|Cash on hand                                                          |  |                       | 1.72     |  |                       |  | 1.35   | 
|Term deposits with banks                                              |  |                       | 1,600.00 |  |                       |  |       | 
|                                                                      |  |                       |          |  |                       |  |        | 
|Cash and cash equivalents as presented in the statement of cash flows |  |                       | 9,888.77 |  |                       |  | 184.90 | 
|                                                                      |  |                       |          |  |                       |  |        | 

Bank balances comprise cash held by the Company on a short-term basis
with original maturity of three months or less. The carrying amount of cash and cash equivalents approximates their fair value.

The
Companys exposure to credit, currency and interest rate risks relating to cash and cash equivalents, together with a sensitivity analysis, is detailed in note 29.



|22 | Borrowings
|-- | ----------



Particulars

As atMarch 31, 2015


March 31, 2014(


LOGO
 in Million)


(


LOGO
 in Million)Non Current (long-term)Long-term borrowingsTerm loans from banks


22,977.00



23,533.25Less: Reclassified under current financial liabilities


(22,977.00
)


(23,533.25
)



Finance Lease Obligation


23.13



included in current financial liabilityLong-term borrowings  Reclassified under current financial liabilities


22,977.00



23,533.25Current Maturities of Term loans from banks


2,931.25



4,355.20Total


25,908.25



27,888.45Current Maturities of Finance Lease Obligation


15.69



Current (short-term)Loans from Related parties






2,250.00Term loans from bank










2,250.00




F-27



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



(1) Term Loans from banks are secured by:

(a) First pari-passu charge by way of equitable mortgage on the entire immovable assets, hypothecation of entire movable assets, both present
and future.

(b) Assignment of contracts relating to transponder capacity, all government authorizations, license and insurance policies,
if any, or a negative lien, if contracts are not assignable.

(c) Charge on Escrow Accounts and Debt Service Reserve Account.

(d) Guarantee of Corporate Promoters.

(e) Personal Guarantee of Mr. Venugopal N. Dhoot and Mr. Pradipkumar N. Dhoot.



Name of the Guarantor

Sanctioned Amountas on March 31, 2015


Outstanding ason March 31,2015


SanctionedAmount as onMarch 31, 2014


Outstanding as onMarch 31, 2014(


LOGO
 in Million)


(


LOGO
 in Million)


(


LOGO
 in Million)


(


LOGO
 in Million)Mr. Venugopal N. Dhoot
Mr. Pradipkumar N. Dhoot


27,500.00



25,908.25



33,100.00



27,888.45


(2) A part of term loans are secured by first pari-passu charge on entire current assets of the Company,
present and future.

(3) A part of term loans from banks are further secured by corporate guarantee of one non promoter shareholder and
also by Videocon Industries Limited.

(4) The term loans from Banks are secured by:

(a) A part of loans from banks are secured by Pledge of 30% shares of the Company.

(b) A part of loans from banks are secured by Non-Disposal undertaking of 21% shares of the Company.

(5) During the year, the company had breached certain covenants of long term loan agreements with the banks. Since the company has not obtained
from lenders a specific waiver of their right to accelerate the repayment of entire loan amount by the reporting date, the loan amounts are classified as current liabilities.



F-28



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|22 | Borrowings
|-- | ----------

(6) Loan facility wise outstanding amount is as follows :



Name of Banks

As at March 31,2015


As at March 31,2014Amount


Amount(


LOGO
 in Million)


(


LOGO
 in Million)Secured LoansCentral Bank of India


958.25



2,370.75IDBI Bank Limited


5,140.63



5,890.00Bank of Baroda


1,975.00



2,427.70ICICI Bank Limited


2,550.00



3,000.00Karur Vysa Bank Limited


425.00



500.00Canara Bank


3,378.12



3,700.00Jammu and Kashmir Bank Limited


975.00



1,000.00Syndicate bank


900.00



1,000.00Dena Bank


850.00



1,000.00Oriental Bank of Commerce


850.00



1,000.00Bank of India


1,925.00



2,000.00Bank of Maharashtra


1,000.00



1,000.00Union Bank of India


1,481.25



1,500.00United Bank of India


1,500.00



1,500.00IFCI Ltd


2,000.00



0.00Total Term Loan from banks


25,908.25



27,888.45


7 (a) The Company has made certain defaults in repayment of Term Loans and interest during the
fiscal year. However there was no continuing default as at 31st March, 2015.

(b)
The floating rate of interest on loans from Banks and Financial Institutions ranges between 13.0 % and 14.5 % p.a

8) As per the
original repayment terms, the term loan from banks are repayable as below 



|                             |  |                       |           |  |                       |  |           | 
|---------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | 
|                             |  | As at                 |          
|Particulars                  |  | March 31, 2015        |           |  | March 31, 2014        | 
|                             |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) | 
|Within one year              |  |                       | 2,931.25  |  |                       |  | 4,355.20  | 
|Between One and three year   |  |                       | 9,681.88  |  |                       |  | 8,541.88  | 
|Between three and five years |  |                       | 7,430.62  |  |                       |  | 7,183.12  | 
|Over five years              |  |                       | 5,864.50  |  |                       |  | 7,808.25  | 
|                             |  |                       |           |  |                       |  |           | 
|Total                        |  |                       | 25,908.25 |  |                       |  | 27,888.45 | 
|                             |  |                       |           |  |                       |  |           | 

Repayment of Term Loan from bank is considered as Gross basis, processing fees is not considered in repayment
schedule in note no 8 above.



F-29



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



9) Periodic finance lease obligations are as below:



|                            |  |                       |       |  |                       |  |   | 
|--------------------------- |  | --------------------- | ----- |  | --------------------- |  | - | 
|                            |  | As at                 |      
|Particulars                 |  | March 31, 2015        |       |  | March 31, 2014        | 
|                            |  | (


LOGO
 in Million) |       |  | (


LOGO
 in Million) | 
|Within one year             |  |                       | 15.69 |  |                       |  |  | 
|Between One and two year    |  |                       | 17.77 |  |                       |  |  | 
|Between two and three years |  |                       | 5.36  |  |                       |  |  | 
|                            |  |                       |       |  |                       |  |   | 
|Total                       |  |                       | 38.82 |  |                       |  |  | 
|                            |  |                       |       |  |                       |  |   | 

10) The Loan from other parties are repayable on demand.

11) The rate of interest of loans from other parties is SBI PLR minus 2%



|23 | Financial and Non-Financial Liabilities
|-- | ---------------------------------------



|                                                                        |  |                       |           |  |                       |  |           | 
|----------------------------------------------------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | 
|                                                                        |  | As at                 |          
|Particulars                                                             |  | March 31, 2015        |           |  | March 31, 2014        | 
|                                                                        |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) | 
|Included within Non-current liabilities:                                |  |                       |           |  |                       |  |           | 
|Non-Financial liabilities:                                              |  |                       |           |  |                       |  |           | 
|Income Received in Advance                                              |  |                       | 2,869.14  |  |                       |  | 2,668.99  | 
|                                                                        |  |                       |           |  |                       |  |           | 
|                                                                        |  |                       | 2,869.14  |  |                       |  | 2,668.99  | 
|                                                                        |  |                       |           |  |                       |  |           | 
|Total                                                                   |  |                       | 2,869.14  |  |                       |  | 2,668.99  | 
|                                                                        |  |                       |           |  |                       |  |           | 
|Included within current liabilities:                                    |  |                       |           |  |                       |  |           | 
|Financial liabilities:                                                  |  |                       |           |  |                       |  |           | 
|Long-term borrowings  Reclassified under current financial liabilities |  |                       | 22,977.00 |  |                       |  | 23,533.25 | 
|Current Maturities of Term loans from banks                             |  |                       | 2,931.25  |  |                       |  | 4,355.20  | 
|Current Maturities of Finance Lease Obligation                          |  |                       | 15.69     |  |                       |  |          | 
|Payable for capital expenditure                                         |  |                       | 823.49    |  |                       |  | 643.14    | 
|Interest Accrued and due on Borrowings                                  |  |                       |          |  |                       |  | 378.54    | 
|Interest Accrued but not due on Borrowings                              |  |                       | 0.56      |  |                       |  | 346.42    | 
|                                                                        |  |                       |           |  |                       |  |           | 
|                                                                        |  |                       | 26,747.99 |  |                       |  | 29,256.55 | 
|                                                                        |  |                      
|Non-Financial liabilities:                                              |  |                       |           |  |                       |  |           | 
|Income Received in Advance                                              |  |                       | 4,572.89  |  |                       |  | 4,104.47  | 
|Others                                                                  |  |                       | 2,627.01  |  |                       |  | 1,492.99  | 
|                                                                        |  |                       |           |  |                       |  |           | 
|                                                                        |  |                       | 7,199.90  |  |                       |  | 5,597.46  | 
|                                                                        |  |                       |           |  |                       |  |           | 



F-30



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|24 | Post employment benefits  Gratuity
|-- | -----------------------------------



|                                      |  |                       |       | 
|------------------------------------- |  | --------------------- | ----- | 
|Particulars                           |  | (


LOGO
 in Million) |      
|As at March 31, 2013                  |  |                       | 27.32 | 
|Addition/ adjustments during the year |  |                       | 4.36  | 
|As at March 31, 2014                  |  |                       | 31.68 | 
|Addition/ adjustments during the year |  |                       | 15.84 | 
|As at March 31, 2015                  |  |                       | 47.52 | 

Provisions have been analysed between current and non-current as follows:



|                     |  |                       |       | 
|-------------------- |  | --------------------- | ----- | 
|Particulars          |  | (


LOGO
 in Million) |      
|As at March 31, 2015 |  |                       |       | 
|Current              |  |                       | 2.53  | 
|Non-current          |  |                       | 44.99 | 
|As at March 31, 2014 |  |                       |       | 
|Current              |  |                       | 1.81  | 
|Non-current          |  |                       | 29.87 | 

Defined Benefit Plans  Gratuity:

The plan provides for a lump sum payment to vested employees, at retirement, death while in employment or on termination of employment, of an
amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

Defined benefit plans as per actuarial valuation  Gratuity



|                                                                            |  |                       |        |   |                       |  |        |  
|--------------------------------------------------------------------------- |  | --------------------- | ------ | - | --------------------- |  | ------ | -
|                                                                            |  | For the years ended   |       
|Particulars                                                                 |  | March 31, 2015        |        |   | March 31, 2014        | 
|                                                                            |  | (


LOGO
 in Million) |        |   | (


LOGO
 in Million) | 
|a. The amounts recognized in the Balance Sheet as at the end of the year    |  |                       |        |   |                       |  |        |  
|1. Present Value of Defined Benefit Obligation                              |  |                       | 47.52  |   |                       |  | 31.68  |  
|2. Fair value of plan assets                                                |  |                       |       |   |                       |  |       |  
|3. Funded Status  Surplus/ (Deficit)                                       |  |                       | (47.52 | ) |                       |  | (31.68 | )
|4. Net Assets/(Liability)                                                   |  |                       | (47.52 | ) |                       |  | (31.68 | )
|                                                                            |  |                      
|b. The amounts recognized in the Statement of Profit and Loss for the year  |  |                       |        |   |                       |  |        |  
|1. Current Service Cost                                                     |  |                       | 8.73   |   |                       |  | 7.13   |  
|2. Interest Cost                                                            |  |                       | 2.47   |   |                       |  | 2.25   |  
|3. Actuarial (Gains)/Losses                                                 |  |                       | 7.15   |   |                       |  | (3.21  | )
|4. Past Service Cost                                                        |  |                       |       |   |                       |  |       |  
|5. Total Expenses                                                           |  |                       | 18.35  |   |                       |  | 6.18   |  
|                                                                            |  |                      
|c. The changes obligations during the year                                  |  |                       |        |   |                       |  |        |  
|1. Present value of Defined Benefit Obligation at the beginning of the year |  |                       | 31.67  |   |                       |  | 27.32  |  
|2. Current Service Cost                                                     |  |                       | 8.73   |   |                       |  | 7.13   |  
|3. Interest Cost                                                            |  |                       | 2.47   |   |                       |  | 2.25   |  
|4. Past Service Cost                                                        |  |                       |       |   |                       |  |       |  
|5. Actuarial (Gain)/ Losses                                                 |  |                       | 7.15   |   |                       |  | (3.21  | )
|6. Benefit Payments                                                         |  |                       | (2.51  | ) |                       |  | (1.82  | )
|7. Present value of Defined Benefit Obligation at the end of the year       |  |                       | 47.52  |   |                       |  | 31.68  |  



F-31



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Actuarial Assumptions: Gratuity



|                  |  |                                                 |  |                                                
|----------------- |  | ----------------------------------------------- |  | -----------------------------------------------
|Particulars       |  | Year EndedMarch 31, 2015                        |  | Year EndedMarch 31, 2014                       
|Discount Rate     |  | 7.80%                                           |  | 9.31%                                          
|Mortality         |  | Indian Assured LivesMortality (2006-08)Ultimate |  | Indian Assured LivesMortality (2006-08)Ultimate
|Salary Escalation |  | 5%                                              |  | 5%                                             
|Attrition Rate    |  | 2%                                              |  | 2%                                             



|25 | Others employment benefits
|-- | --------------------------



|                                      |  |                       |       | 
|------------------------------------- |  | --------------------- | ----- | 
|Particulars                           |  | (


LOGO
 in Million) |      
|As at March 31, 2013                  |  |                       | 19.18 | 
|Addition/ adjustments during the year |  |                       | 2.02  | 
|As at March 31, 2014                  |  |                       | 21.20 | 
|Addition/ adjustments during the year |  |                       | 8.32  | 
|As at March 31, 2015                  |  |                       | 29.52 | 

Provisions have been analysed between current and non-current as follows:



|                     |  |                       |       | 
|-------------------- |  | --------------------- | ----- | 
|Particulars          |  | (


LOGO
 in Million) |      
|As at March 31, 2015 |  |                       |       | 
|Current              |  |                       | 3.42  | 
|Non-current          |  |                       | 26.10 | 
|As at March 31, 2014 |  |                       |       | 
|Current              |  |                       | 3.01  | 
|Non-current          |  |                       | 18.19 | 

Defined Contribution Plan

The Company makes Provident Fund contributions to defined contribution plan administered by the Regional Provident Fund Commissioner.

Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. The Company has
recognised Rs. 37.77 million for Provident Fund contributions in the income statement for the year ended March 31, 2015 (March 31, 2014: Rs. 33.76 million). The contributions payable by the Company are in accordance with rules framed by
the Government of India from time to time.



F-32



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Defined benefit plans as per actuarial valuation  Leave Encashment



|                                                                            |  |                       |        |   |                       |  |        |  
|--------------------------------------------------------------------------- |  | --------------------- | ------ | - | --------------------- |  | ------ | -
|                                                                            |  | For the years ended   |       
|Particulars                                                                 |  | March 31, 2015        |        |   | March 31, 2014        | 
|                                                                            |  | (


LOGO
 in Million) |        |   | (


LOGO
 in Million) | 
|a. The amounts recognized in the Balance Sheet as at the end of the year    |  |                       |        |   |                       |  |        |  
|1. Present Value of Defined Benefit Obligation                              |  |                       | 29.52  |   |                       |  | 21.20  |  
|2. Fair value of plan assets                                                |  |                       |       |   |                       |  |       |  
|3. Funded Status  Surplus/ (Deficit)                                       |  |                       | (29.52 | ) |                       |  | (21.20 | )
|4. Net Assets/(Liability)                                                   |  |                       | (29.52 | ) |                       |  | (21.20 | )
|                                                                            |  |                      
|b. The amounts recognized in the Statement of Profit and Loss for the year  |  |                       |        |   |                       |  |        |  
|1. Current Service Cost                                                     |  |                       | 7.05   |   |                       |  | 3.64   |  
|2. Interest Cost                                                            |  |                       | 1.65   |   |                       |  | 1.58   |  
|3. Actuarial (Gains)/Losses                                                 |  |                       | 8.99   |   |                       |  | 4.37   |  
|4. Past Service Cost                                                        |  |                       |       |   |                       |  |       |  
|5. Total Expenses                                                           |  |                       | 17.69  |   |                       |  | 9.59   |  
|                                                                            |  |                      
|c. The changes obligations during the year                                  |  |                       |        |   |                       |  |        |  
|1. Present value of Defined Benefit Obligation at the beginning of the year |  |                       | 21.20  |   |                       |  | 19.18  |  
|2. Current Service Cost                                                     |  |                       | 7.05   |   |                       |  | 3.64   |  
|3. Interest Cost                                                            |  |                       | 1.65   |   |                       |  | 1.58   |  
|4. Past Service Cost                                                        |  |                       |       |   |                       |  |       |  
|5. Actuarial (Gain)/ Losses                                                 |  |                       | 8.99   |   |                       |  | 4.37   |  
|6. Benefit Payments                                                         |  |                       | (9.38  | ) |                       |  | (7.57  | )
|7. Present value of Defined Benefit Obligation at the end of the year       |  |                       | 29.52  |   |                       |  | 21.20  |  

Actuarial Assumptions: Leave
Encashment



|                  |  |                                                 |  |                                                
|----------------- |  | ----------------------------------------------- |  | -----------------------------------------------
|Particulars       |  | Year EndedMarch 31, 2015                        |  | Year EndedMarch 31, 2014                       
|Discount Rate     |  | 7.80%                                           |  | 9.31%                                          
|Mortality         |  | Indian AssuredLives Mortality(2006-08) Ultimate |  | Indian AssuredLives Mortality(2006-08) Ultimate
|Salary Escalation |  | 5%                                              |  | 5%                                             
|Attrition Rate    |  | 2%                                              |  | 2%                                             



|26 | Commitments
|-- | -----------



|                                                                                  |  |                       |        |  |                       |  |        | 
|--------------------------------------------------------------------------------- |  | --------------------- | ------ |  | --------------------- |  | ------ | 
|Particulars                                                                       |  | As atMarch 31, 2015   |        |  | As atMarch 31, 2014   | 
|                                                                                  |  | (


LOGO
 in Million) |        |  | (


LOGO
 in Million) | 
|Contracts for future capital expenditure not provided in the financial statements |  |                       | 163.64 |  |                       |  | 160.67 | 



F-33



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|27 | Contingent liabilities
|-- | ----------------------



|                                                             |  |                       |          |  |                       |  |          | 
|------------------------------------------------------------ |  | --------------------- | -------- |  | --------------------- |  | -------- | 
|Particulars                                                  |  | As atMarch 31, 2015   |          |  | As atMarch 31, 2014   | 
|                                                             |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) | 
|DTH license fees (Refer below Note 1)                        |  |                       | 3,661.07 |  |                       |  | 2,483.93 | 
|Counter guarantees given for guarantees given by the bankers |  |                       | 587.03   |  |                       |  | 592.58   | 
|Entertainment tax (Refer below Note 2)                       |  |                       | 127.14   |  |                       |  | 80.47    | 
|Tax deducted at source (Refer below Note 3)                  |  |                       | 74.36    |  |                       |  | 74.36    | 
|Letters of credit opened by a bank                           |  |                       | 23.56    |  |                       |  | 2.27     | 
|Service tax (refer below Note 4(a) & 4(b)                    |  |                       | 1,086.24 |  |                       |  |         | 
|Value Added Tax (Refer below Note 5)                         |  |                       |         |  |                       |  | 0.50     | 
|                                                             |  |                       |          |  |                       |  |          | 
|                                                             |  |                       | 5,559.40 |  |                       |  | 3,234.11 | 
|                                                             |  |                       |          |  |                       |  |          | 

Note 1 : DTH License fee payable by the Company is calculated on adjusted gross revenue in accordance
with the judgment given by TDSAT in the petition No. 92(C) and 93 (C) of 2009 dated 28th May 2010 and the same is provided for in the books of account. The Company has received a demand notice dated March 24, 2014 from Ministry
of Information & Broadcasting demanding additional license fees of


LOGO
 1,582.89mn (including interest of Rs 272.44mn) on the difference between gross revenue and adjusted gross revenue upto financial year 2012-13. The Company has filed a petition before TDSAT challenging the demand
on, among others, the grounds of arbitrariness, non following principals of natural justice and during pendency of appeal before the Honble Supreme Court dealing with the issue of license fees to be paid by DTH operators etc. and an interim
stay has been granted for the payment of this demand. As per the stand of Ministry of Information and Broadcasting there would be a claim for additional license fees for financial year 2013-14 of Rs 901.04mn and for financial year 2014-15 of


LOGO
 1177.14mn. Pending the matter for further hearing and final outcome, no provision is considered necessary by the management.

Note 2 : In respect of Entertainment Tax in various States, the Company has preferred appeals / writ petitions in the High Court /
Supreme Court challenging the applicability of Entertainment Tax to the Company. Pending the final outcome of these appeals / petitions, the Company has paid under protest and provided for the disputed liability, except for the disputed amount of


LOGO
 127.14mn (Previous Year


LOGO
 80.47mn) in respect of two states.

Note 3 : The Company had received demand notices for
non-deduction of income tax at source from certain payments and interest thereon aggregating to


LOGO
 39.66mn for Assessment Year 2010-11,


LOGO
 231.98mn for Assessment Year 2011-12 and


LOGO
 214.67mn for Assessment Year 2012-13. The Company had filed appeals against the said orders and demand notices. The appeals for Assessment years 2010-11 and 2011-12 have been disposed off by the CIT (A) who has
granted substantial relief. Based on the decisions of the first appellate authority, the Company has received orders from the DCIT (TDS) revising the demand at


LOGO
 12.70mn for the Assessment Year 2010-11, and


LOGO
 19.40mn for the Assessment Year 2011-12. The Company has preferred appeal before ITAT for Assessment Year 2010-11 and 2011-12. DCIT (TDS) has also rectified the order for Assessment year 2012-13 and revised the demand
to


LOGO
 70.92mn. The Company has provided for


LOGO
 1.81mn for the Assessment Year 2010-11,


LOGO
 14.31mn for Assessment Year 2011-12 and


LOGO
 12.53mn for Assessment Year 2012-13 and no further provision is considered necessary by the management.

Note 4 : (a)The Company has received show cause notice dated June 13, 2014 from Commissioner of Customs, Central Excise and
Service Tax, Noida with regard to service tax on Advance Usage charges i.e., rental charges collected from the subscribers towards the usage of Set Top Boxes by the subscribers. The



F-34



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



amount of service tax involved is


LOGO
 694.47mn (excluding interest) for the period from April 2009 to December 2013. The Company is in the process of filing the reply to the said notice and in the opinion of the management no provision is required against
the same.

Note 4 : (b) The Company has also received show cause notice dated October 22, 2014 from Directorate
General of Central Excise Intelligence, Mumbai Zonal Unit with regard to reversal of Cenvat Credit of


LOGO
 391.77 mn availed during the financial years 2009-10 to 2013-14 on deactivated consumer premises equipments at customer premises. The Company is in the process of filing the reply to the said notice and in the
opinion of the management no provision is required against the same. The Company has also received show cause notice dated October 10, 2014 from Commissioner of Customs, Central Excise and Service Tax, Noida in the same matter.

Note 5 : The Company has also received a demand notice of


LOGO
 0.50mn for the financial year 2013-14 for difference of VAT in the state of Tripura. The Company has contested the said demand and is in the process of filing the appeal. The Company is of the view that eventually there
will not be any substantial liability on this account and hence no provision is necessary.



|28 | Related Party
|-- | -------------

The Companys related parties are its Key Management Personnel.
Companys related parties and transactions with those related parties are as follows:

List of related parties

Name of Key Management Personnel -

Mr. Saurabh P. Dhoot (Whole Time Director)

Mr. Anil Khera (Chief Executive Officer)

Mr. Pradeep Ramwilas Rathi (Non - Executive, Independent Director)

Mr. Nabankur Gupta (Non - Executive, Independent Director)

Mr. Shivratan Jeetmal Taparia (Non - Executive, Independent Director)

Mr. Karunchandra Srivastava (Non - Executive, Independent Director)

Relative of Key Management Personnel (with whom transactions have taken place)

Mrs. Shelly Anil Khera (Wife of Mr. Anil Khera)

Others

C E India Limited

Infodart Technologies India Limited

Quadrant Televentures Limited

PE
Electronics Limited

Planet M Retail Limited

Tekcare India Private Limited

Trend Electronics Limited



F-35



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Value Industries Limited

Videocon Industries Limited

Videocon Telecommunications Limited

Force Appliances Private Limited

KAIL Limited

Techno Kart India
Limited (Formerly Next Retail India Limited)

Techno Electronics Limited

Topaki Media Private Limited

KBS
Realtors Private Limited

Nippon Investments and Finance Company Private Limited



F-36



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Details of transactions with related parties



|                                                               |  |                       |          |  |                       |  |          |                       |  |  |          | 
|-------------------------------------------------------------- |  | --------------------- | -------- |  | --------------------- |  | -------- | --------------------- |  |  | -------- | 
|Particulars                                                    |  | As atMarch 31,2015    |          |  | As atMarch 31,2014    |  |          | As atMarch 31,2013    | 
|                                                               |  | (


LOGO
 in Million) |          |  | (


LOGO
 in Million) |  |          | (


LOGO
 in Million) | 
|Payment of salaries / remuneration / perquisites               |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Key Management Personnel                                       |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Mr. Anil Khera                                                 |  |                       | 10.46    |  |                       |  | 10.11    |                       |  |  | 10.48    | 
|                                                               |  |                       |         
|Rent paid                                                      |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Relative of Key Management Personnel                           |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Mrs. Shelly Anil Khera (Inclusive of Service Tax)              |  |                       | 1.28     |  |                       |  | 1.15     |                       |  |  | 1.22     | 
|                                                               |  |                       |         
|Sitting Fees                                                   |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Key Management Personnel                                       |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Mr. Pradeep Ramwilas Rathi                                     |  |                       | 0.01     |  |                       |  | 0.08     |                       |  |  | 0.06     | 
|Mr. Nabankur Gupta                                             |  |                       | 0.03     |  |                       |  | 0.14     |                       |  |  | 0.08     | 
|Mr. Shivratan Jeetmal Taparia                                  |  |                       | 0.01     |  |                       |  | 0.02     |                       |  |  | 0.02     | 
|Mr. Karunchandra Srivastava                                    |  |                       | 0.41     |  |                       |  | 0.21     |                       |  |  | 0.11     | 
|                                                               |  |                       |         
|Brand royalty                                                  |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Key Management Personnel                                       |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Mr. Saurabh P. Dhoot                                           |  |                       | 0.00     |  |                       |  | 0.00     |                       |  |  | 0.05     | 
|Others                                                         |  |                       |          |  |                       |  |          |                       |  |  |          | 
|C E India Limited                                              |  |                       | 0.70     |  |                       |  | 0.51     |                       |  |  | 0.53     | 
|                                                               |  |                       |         
|IT Support Expenses                                            |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Infodart Technologies India Limited                            |  |                       | 42.03    |  |                       |  | 39.25    |                       |  |  | 22.82    | 
|                                                               |  |                       |         
|Call Centre Expenses                                           |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Quadrant Televentures Limited                                  |  |                       | 61.31    |  |                       |  | 37.37    |                       |  |  | 5.44     | 
|Videocon Telecommunications Limited                            |  |                       | 4.12     |  |                       |  | 12.90    |                       |  |  | 84.55    | 
|                                                               |  |                       |         
|Business Support Expenses                                      |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Videocon Industries Limited                                    |  |                       | 7.23     |  |                       |  | 125.87   |                       |  |  |         | 
|                                                               |  |                       |         
|Schemes Expenses                                               |  |                       |          |  |                       |  |          |                       |  |  |          | 
|PE Electronics Limited                                         |  |                       | 1.62     |  |                       |  | 2.47     |                       |  |  | 0.67     | 
|                                                               |  |                       |         
|Purchase of Assets                                             |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Planet M Retail Limited                                        |  |                       | 0.01     |  |                       |  | 0.13     |                       |  |  | 1.61     | 
|Trend Electronics Limited                                      |  |                       | 5,913.18 |  |                       |  | 5,832.31 |                       |  |  | 6,753.48 | 
|KAIL Limited                                                   |  |                       | 0.00     |  |                       |  | 52.94    |                       |  |  |         | 
|Techno Kart India Limited (Formerly Next Retail India Limited) |  |                       | 0.02     |  |                       |  | 0.02     |                       |  |  | 0.01     | 
|Videocon Industries Limited                                    |  |                       | 368.16   |  |                       |  |         |                       |  |  |         | 
|Value Industries Limited                                       |  |                       | 4.88     |  |                       |  |         |                       |  |  |         | 
|Infodart Technologies India Limited                            |  |                       | 16.68    |  |                       |  |         |                       |  |  |         | 
|                                                               |  |                       |         
|Purchase of Spares                                             |  |                       |          |  |                       |  |          |                       |  |  |          | 
|Tekcare India Private Limited                                  |  |                       | 1.94     |  |                       |  | 1.92     |                       |  |  | 0.13     | 
|Videocon Industries Limited                                    |  |                       | 0.00     |  |                       |  | 7.56     |                       |  |  | 16.21    | 
|Techno Electronics Limited                                     |  |                       | 0.00     |  |                       |  | 0.00     |                       |  |  | 0.00     | 



F-37



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



|                                                               |  |                       |           |  |                       |  |           |                       |  |  |           | 
|-------------------------------------------------------------- |  | --------------------- | --------- |  | --------------------- |  | --------- | --------------------- |  |  | --------- | 
|Particulars                                                    |  | As atMarch 31,2015    |           |  | As atMarch 31,2014    |  |           | As atMarch 31,2013    | 
|                                                               |  | (


LOGO
 in Million) |           |  | (


LOGO
 in Million) |  |           | (


LOGO
 in Million) | 
|                                                               |  |                       |          
|Finance Cost                                                   |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Videocon Industries Limited                                    |  |                       | 132.75    |  |                       |  | 4.75      |                       |  |  | 63.67     | 
|                                                               |  |                       |          
|Marketing Expenses / Sales Promotion                           |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Topaki Media Private Limited                                   |  |                       | 36.50     |  |                       |  | 137.25    |                       |  |  | 151.67    | 
|Techno Kart India Limited (Formerly Next Retail India Limited) |  |                       | 4.63      |  |                       |  |          |                       |  |  |          | 
|Sales and Revenue                                              |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Tekcare India Private Limited                                  |  |                       | 0.61      |  |                       |  | 0.01      |                       |  |  | 0.01      | 
|Techno Kart India Limited (Formerly Next Retail India Limited) |  |                       | 1.90      |  |                       |  |          |                       |  |  |          | 
|Planet M Retail Limited                                        |  |                       | 0.00      |  |                       |  |          |                       |  |  |          | 
|Value Industries Limited                                       |  |                       | 0.39      |  |                       |  |          |                       |  |  |          | 
|Videocon Industries Limited                                    |  |                       | 9.99      |  |                       |  |          |                       |  |  |          | 
|                                                               |  |                       |          
|Unsecured Loan and Advances                                    |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Videocon Industries Limited                                    |  |                       | 2,250.00  |  |                       |  | (241.04   | )                     |  |  | 2,280.47  | 
|                                                               |  |                       |          
|Rent                                                           |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Videocon Industries Limited                                    |  |                       | 0.21      |  |                       |  |          |                       |  |  |          | 
|                                                               |  |                       |          
|Job work                                                       |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Force Appliance Pvt Ltd                                        |  |                       | 5.15      |  |                       |  |          |                       |  |  |          | 
|                                                               |  |                       |          
|Guarantees / Collateral                                        |  |                       |           |  |                       |  |           |                       |  |  |           | 
|                                                               |  |                       |          
|Personal Guarantee given for Term Loans taken by the company   |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Venugopal N. Dhoot                                             |  |                       | 27,500.00 |  |                       |  | 33,100.00 |                       |  |  | 27,888.45 | 
|Pradipkumar N. Dhoot                                           |  |                       | 27,500.00 |  |                       |  | 33,100.00 |                       |  |  | 27,888.45 | 
|                                                               |  |                       |          
|Corporate Guarantee given for Term Loans taken by the company  |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Videocon Industries Limited                                    |  |                       | 18,950.00 |  |                       |  | 18,950.00 |                       |  |  | 18,950.00 | 
|                                                               |  |                       |          
|Collateral security given for Term Loans taken by the company  |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Nippon Investments and Finance Company Private Limited         |  |                       | 250.00    |  |                       |  |          |                       |  |  |          | 
|KBS Realtors Private Limited                                   |  |                       | 1,250.00  |  |                       |  |          |                       |  |  |          | 
|                                                               |  |                       |          
|Fixed deposit hypothicated against loan taken by group entity  |  |                       |           |  |                       |  |           |                       |  |  |           | 
|Videocon Industries Limited                                    |  |                       | 2,000.00  |  |                       |  |          |                       |  |  |          | 



F-38



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Amount due to related parties 



Particulars

As atMarch 31,2015


As atMarch 31,2014(


LOGO
 in Million)


(


LOGO
 in Million)Rent payable to relative of Key Management Personnel


0.12



Others PayableC E India Limited






0.51Infodart Technologies India Limited


5.18



4.86Quadrant Televentures Limited


15.65



9.20PE Electronics Limited


5.09



5.69Tekcare India Private Limited


3.43



2.10Trend Electronics Limited






Videocon Industries Limited


138.66



2,250.00Videocon Telecommunications Limited


1.16



13.54KAIL Limited






47.52Techno Electronics Limited


0.34



0.34Topaki Media Private Limited


118.22



120.01Value Industries Limited


0.09



Techno Kart India Limited (Formerly Next Retail India Limited)


0.83



Force Appliance Pvt Ltd


0.49



Others ReceivablePlanet M Retail Limited






19.32Trend Electronics Limited


637.90



2,031.38Techno Kart India Limited (Formerly Next Retail India Limited)






2.25




|29. | Capital and financial risk management
|--- | -------------------------------------



| | I. | Capital risk management
| | -- | -----------------------

The Companys objectives when managing capital are to
safeguard the Companys ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Companys policy is to manage its borrowings using mixture of long-term and short-term borrowing facilities, including money market
borrowings and other instruments permitted under its Treasury Policy, to meet anticipated funding requirements.

The gearing ratio is
calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the Statement of financial position) less cash and cash equivalents. Total capital is
calculated as equity as shown in the Statement of financial position plus net debt.



F-39



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



The gearing ratio at March 31, 2015 and March 31, 2014 were as follows:



Particulars

As at March 31, 2015


As at March 31, 2014Total borrowings


25,931.38



30,138.45Less: Cash and cash equivalents


(9,888.77
)


(184.90
)Net Debt


16,042.61



29,953.55Total Equity


8,010.18



(6,314.06
)Total Equity


8,010.18



(6,314.06
)Gearing ratio (Net debt/ Total capital)


2.00



N.A.


Restricted Cash (March 31, 2015:


LOGO
 3,110.71 million, 31, 2014:


LOGO
 696.97 million) includes Term Deposits with bank which are placed towards margin / reserves for term loans and bank guarantees. These are shown under other financial assets and not included in cash & cash
equivalent for calculation of above gearing ratio.



| | II. | Financial risk management
| | --- | -------------------------

The Companys activities expose it to a variety of
financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Companys overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the Companys financial performance.

Risk management is
carried out by a treasury department (company treasury) as per the policy of the Company. Company treasury identifies, evaluates and hedges financial risks if any in close co-operation with the companys operating units. The policy covers the
areas of overall risk management, including foreign exchange risk, interest rate risk, credit risk, liquidity risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

The major financial instruments of the Company include cash and bank deposits, trade and other receivables, trade and other payables and
borrowings. Details of these financial instruments are disclosed in the respective notes to the financial statements. The risk management approach of the Company is aimed to minimize the financial risks for the business.



| | a) | Market Risk
| | -- | -----------



| | (i) | Foreign exchange risk
| | --- | ---------------------

The company operates in local market and carries no major foreign
currency risk, except for trade payables in respect of imports made by the company. However according to the management there is no material impact of the same. Trade payables in foreign currencies as on March 31, 2015 is
INR 742 million (March 31, 2014 INR 479 million). The impact of foreign exchange sensitivity of 5% strengthening or weakening on the payables is INR 37 million.

The sensitivity analysis is based on a reasonably possible change in the underlying foreign currency against the INR computed from historical
data and assuming all other information to be constant.



F-40



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



| | (ii) | Interest rate risk
| | ---- | ------------------

Interest rate risk can be either fair value interest rate risk or
cash flow interest rate risk. The Companys interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk which is partially offset by cash held at variable rates.

In respect to borrowing on floating rates the Company negotiates exit options without break-costs on interest reset dates wherever
possible.

The table below shows the Companys sensitivity to interest rates on floating rate bank borrowings on profit or loss and
equity:



|                          |  |                    |        |  |               |  |        | 
|------------------------- |  | ------------------ | ------ |  | ------------- |  | ------ | 
|                          |  | For the year ended |       
|Particulars               |  | March 31,2015      |        |  | March 31,2014 | 
|                          |  | LOGO
 in Million   |       
|1% strengthening of rates |  |                    | 259.08 |  |               |  | 278.88 | 
|1% weakening in rates     |  |                    | 259.08 |  |               |  | 278.88 | 

The profile of Companys borrowings as at March 31, 2015 and March 31, 2014 is provided on
Note 22.



| | (iii) | Price risk
| | ----- | ----------

The Company is not exposed to any price risk as the Company does not
have any investment.



| | b) | Credit risk
| | -- | -----------

Credit risk encompasses the direct risk of default, the risk of
deterioration of creditworthiness as well as concentration risks. It principally arises from deposits with banks and others, trade and other receivables mainly linked to the credit exposures of customers.

The Company maintains its Cash and cash equivalents, Derivative financial instruments, Bank deposits with banks and financial institutions
having good reputation, good past track record and high quality credit rating and also reviews their credit-worthiness on an on-going basis.

Trade receivables of the Company are typically unsecured and are derived from revenue earned from customers. Credit risk is managed through
credit approvals and periodic monitoring of the creditworthiness of customers to which Company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required,
based upon the expected collectability of accounts receivables. The Company has no concentration of credit risk as the customer base is geographically distributed in India.



| | c) | Liquidity risk
| | -- | --------------

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they become due. Company manages liquidity risk by maintaining adequate banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities. It also maintains varied maturity profile with a cap on the level of debt maturing in any one calendar quarter, therefore minimising refinancing risk. Long-term borrowings generally mature between one and 8 years.
Liquidity is reviewed on a daily basis based on weekly cash flow forecast.



F-41



---

Videocon d2h Limited  Financial Statements

(All amounts are in INR Million)

Notes to
Financial Statements for the year ended March 31, 2015



Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region,
or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the companys
performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the companys policies and procedures include specific guidelines to focus on the maintaining existing subscribers base,
adding new subscribers and developing innovative products.



|30. | Fair value of financial instruments
|--- | -----------------------------------

Fair value hierarchy

Financial liabilities measured at fair value and classified into level 3 :

This level of hierarchy includes financial liabilities measured using inputs that are not based on observable market data (unobservable
inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market
data. The item in this category is employee stock option valuation, measured at fair value.



|                           |  |                  |       | 
|-------------------------- |  | ---------------- | ----- | 
|Particulars                |  | LOGO
 in million |      
|Opening                    |  |                  | Nil   | 
|Charge to income statement |  |                  | 29.74 | 
|Closing                    |  |                  | 29.74 | 



|31. | Approval of the financial statements
|--- | ------------------------------------

The financial statements were approved by
the board of directors of the Company and authorised for issue on May 27, 2015.

For and on behalf of the Board



|                   |  |               
|------------------ |  | --------------
|SAURABH P. DHOOT   |  | NABANKUR GUPTA
|Executive Director |  | Director      

Place: Mumbai

Date:
May 27, 2015



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