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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 20-F/A

(Amendment No. 1)

OR

For the fiscal year ended March 31, 2015

OR

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.

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:

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:

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

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:

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:

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.

Non-GAAP Measures

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

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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:

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:

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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:

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:

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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:

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:

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:

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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.

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.

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:

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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.

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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.

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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.

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Cash Flows

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

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.

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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:

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.

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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).

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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:

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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.

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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.

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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:

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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.

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INDEX TO FINANCIAL STATEMENTS

Videocon d2h Limited

Audited Financial Statements

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
				(  in Million)				(  in Million)				(  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
				(  in Million)				(  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
		(  in Million)				(  in Million)				(  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