We have audited the accompanying standalone financial statements of Dish TV India Limited ("the Company"), which comprise theBalance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement ofChanges in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, includinga summary of material accounting policy information and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act (Ind AS) and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its loss and total comprehensiveincome, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified underSection 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities forthe Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that arerelevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of Other Intangible assets andProperty, plant and equipment
As detailed in note 5, 7 and 38 of the standalone financialstatements, the Company has Trademark/Brand of ' Nil (netof provision for impairment of ' 1,02,909 lacs), Customer anddistributor relationship of ' Nil (net of provision forimpairment of ' 49,785 lacs), Plant and equipment of ' Nil(net of provision for impairment of ' 2,185 lacs) and Consumerpremises equipment of ' Nil (net of provision for impairmentof ' 614 lacs) arising out of business combinations in theearlier years. Trademark/Brand and Customer and distributor
Our audit procedures to address this key audit matter included,but were not limited to the following:
a. We have obtained an understanding from the managementthrough detailed discussions with respect to its impairmentassessment process, assumptions used and estimates madeby management and tested the operating effectiveness ofthe controls related to aforementioned impairmentassessment;
b. We obtained the impairment assessment carried out by themanagement and reviewed the valuation report obtained bymanagement from an independent expert;
relationship collectively referred to as other intangible assetsand Plant and equipment and Consumer premises equipmentcollectively referred to as Property, plant and equipment.
In terms with Indian Accounting Standard 36, Impairment ofAssets, the management has carried out an impairmentassessment of other intangible assets and Property, plant andequipment, which requires significant estimations andjudgement with respect to inputs used and assumptions madeto prepare the forecasted financial information, used todetermine the fair value of such intangibles and property,plant and equipment, using discounted cash flow model.
Key assumptions used in management's assessment of thecarrying amount of other intangible assets and property, plantand equipment includes the expected growth rates, estimatesof future financial performance, market conditions, capitalexpenditure and discount rates, among others. Consequentto such impairment assessment, the Company is carrying animpairment of ' 1,02,909 lacs, ' 49,785 lacs, ' 2,185 lacs and' 614 lacs on the carrying value of trademark/brand, customerand distributor relationship, plant and equipment andconsumer premises equipment respectively.
Considering the materiality of the amounts involved andsignificant degree of judgement and subjectivity involved inthe estimates and assumptions used in determining the cashflows used in the impairment evaluation, we have determinedimpairment of such other intangible assets and property,plant and equipment arising from the business combinationas a key audit matter.
c. We assessed the professional competence, objectivity andcapabilities of the independent expert considered by themanagement for performing the required valuations toestimate the recoverable value of the other intangible assetsand property, plant and equipment;
d. We involved valuation experts to assess the appropriatenessof the valuation model used by the management and itsindependent expert and reasonableness of assumptionsmade by the management relating to discount rate, riskpremium, industry growth rate, etc.
e. We evaluated the inputs used by the management withrespect to revenue and cost growth trends, among others,for reasonableness thereof; and
f. We evaluated the adequacy of disclosures made by theCompany in the standalone financial statements in view ofthe requirements as specified in the Indian AccountingStandards
Impairment assessment of investment in and loan given to a wholly owned subsidiary
As described in Note 9, 10, 38 and 40 to the standalonefinancial statements, the Company has carrying value ofinvestment (including equity component of long-term loan andguarantees) of ' 57,000 lacs (net of provision for impairmentof ' 4,58,869 lacs) and non-current loan of ' 1,26,152 lacs ason 31 March 2025 to wholly owned subsidiary of the Company,namely Dish Infra Services Private Limited. The subsidiaryhas accumulated losses.
In view of the above, management's assessment ofimpairment of investment and loan to such subsidiaryrequires significant estimation and judgement with respectto certain inputs used and assumptions made to prepare theforecasted financial information of the subsidiary company,which is used to fair value such amounts, using discountedcash flow model.
Our audit procedures to address this key audit matter included,
but were not limited to the following:
a. We have performed detailed discussions with themanagement to understand the impairment assessmentprocess, assumptions used, and estimates made bymanagement and tested the operating effectiveness of thecontrols implemented by management.
c. We assessed the professional competence, objectivity andcapabilities of the third-party expert considered by themanagement for performing the required valuations toestimate the recoverable value of Investment and loan given;
Key assumptions used in include expected growth rates,estimates of future financial performance, market conditions,capital expenditure and discount rates, among others, asattributable to such subsidiary. Based on the management'sassessment, impairment loss of ' 19,775 lacs (previous year' 76,684 lacs) has been recognised during the year in thestandalone financial statements.
Considering the materiality of the amounts involved andsignificant degree of judgement and subjectivity involved inthe estimates and key assumptions used in determining thecash flows used in the impairment evaluation, we havedetermined impairment of such investment and loan as a keyaudit matter.
d. We involved valuation experts to assess the appropriatenessof the valuation model used by the management and itsindependent expert and reasonableness of assumptionsmade by the management relating to discount rate, riskpremium, industry growth rate, etc. to assess theirrecoverability;
e. We evaluated the inputs used by the management withrespect to revenue and cost growth trends, among others,for reasonableness thereof;
f. We evaluated the adequacy of disclosures made by theCompany in the standalone financial statements in view ofthe requirements as specified in the Indian AccountingStandards.
Assessment of Provisions and contingencies relating to regulatory and tax matters
As described in Note 30, 51, 54, 59 and 60 to the standalonefinancial statements, the Company has significant amount ofcontingent liabilities (net of provision) disclosed in thefinancial standalone statements in respect of matters (tax /legal) pending at various forums.
The management of the Company has assessed the possibleoutcome of the above matters including the assessmenttowards the outflow of resources. The management seeksupport from subject matter experts in this regard.
The above assessment involves lot of judgement andestimates which includes interpretation of statutes, reviewof amendments / enactments, etc. Consequently, andconsidering the materiality, the above have been identifiedas key audit matter.
a. We obtained an understanding, evaluated the design andtested the operating effectiveness of internal controlsrelating to identification, evaluation, recognition ofprovisions, disclosure of contingencies for matters underreview or appeal with relevant adjudicating authorities byconsidering the assumptions and information used bymanagement in performing this assessment.
b. Completeness and accuracy of the underlying data /information used in the assessment. For selected taxmatters, with the help of our tax specialist, we evaluatedthe reasonableness of the management's positions byconsidering tax regulations and past decisions from taxauthorities, new information and opinions obtained by theCompany from its external tax advisors, where applicable.
c. We considered external legal opinions, where relevant.
d. We also evaluated the disclosures provided in the notes tothe standalone financial statements concerning thesematters.
The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Board/Director's report including annexures to Board/Director's report, but does not include the standalone financialstatements and our Auditor's Report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the standalone financial statements, or ourknowledge obtained during our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard as the said report is expected to be made available to us afterthe date of our report.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fair view of the financial position, financial performance, totalcomprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system with reference to standalone financial statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,and whether the standalone financial statements represent the underlying transactions and events in a manner that achievesfair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in termsof sub-section (11) of Section 143 of the Act, we give in the Annexure A' a statement on the matters specified in paragraphs 3and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report to the extent applicable that:
a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books, except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income),the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report arein agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of theAct.
e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record by the Boardof Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms ofSection 164(2) of the Act.
f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in theparagraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule11(g) of the Companies (Audit and Auditors) Rules, 2014.
g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of theCompany and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
h) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financialstatements (Refer Note 30, 51, 54, 59 and 60 to the standalone financial statements).
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by theCompany (Refer Note 28 to the standalone financial statements).
iv. (a) The Management has represented that, to the best of it's knowledge and belief, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by theCompany to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lendor invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it's knowledge and belief, no funds have been received bythe Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with theunderstanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend during theyear.
vi. Based on our examination which included test checks, the Company, has used multiple accounting software formaintaining its books of account for the financial year ended 31 March 2025, which has a feature of recording audittrail (edit log) facility except that no audit trail enabled at the database level for one of its accounting software to logany direct data changes. Further, the audit trail facility has been operating throughout the year for all relevanttransactions recorded in the software. Further, during the course of our audit we did not come across any instanceof audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Chartered Accountants(Firm's Registration No. 000050N/N500045)
Partner
Place: Noida Membership No. 096570
Date: 28 May 2025 UDIN: 25096570BMIQMZ2078