Dish TV India Limited - Investor Presentation
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Dish TV India Limited Investor Presentation
Disclaimer
Some of the statements made in this presentation are forward-looking statements and are based on the current beliefs,
assumptions, expectations, estimates, objectives and projections of the directors and management of Dish TV India Limited
about its business and the industry and markets in which it operates.
These forward-looking statements include, without limitation, statements relating to revenues and earnings. The words
“believe”, “anticipate”, “expect”, “estimate", "intend”, “project” and similar expressions are also intended to identify forward
looking statements.
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of
which are beyond the control of the Company and are difficult to predict. Consequently, actual results could differ materially
from those expressed or forecast in the forward-looking statements as a result of, among other factors, changes in economic and
market conditions, changes in the regulatory environment and other business and operational risks. Dish TV India Limited does
not undertake to update these forward-looking statements to reflect events or circumstances that may arise after publication.
2
Indian M&E Industry Snapshot
TV industry size (INR Bn.) Broadcasting industry Distribution industry
2021P 771 394 INR 771 Bn. Multiple broadcasters
2021 producing content in Analog
TV subscription
revenues 15 languages Cable Digital
2017P 426 225 CAGR of ~ 16% across 38% Cable
(2017-2021P) 7 genres 29%
INR 426 Bn. beaming
2017 DTH
2012 245 125 TV subscription ~880 channels
revenues 33%
Subscription revenues Advertising revenues
Indian television market statistics (HHs Mn.)
2016 2020
306
284
239 Total households 284 Mn. 306 Mn.
181 202
141 173
152 Total TV households 181 Mn. 202 Mn.
113
TV penetration (of total HHs) 64% 66%
C&S penetration (of TV HHS) 84% 85%
2010 2016P 2020P
Total HHs TV HHs C&S HHs
3
Source: TV industry size : FICCI-KPMG 2017, Indian television market statistics & broadcasting and distribution industry : MPA Report 2016
Distribution Industry
4
Digital Addressable Systems - DAS
Phase III Phase IV
Phase I
Phase II 7,709 urban areas Rest of India
Delhi, Mumbai,
38 notified cities 31-Dec-2015 31-Dec-2016
Calcutta & Chennai
31-Mar-2013 31-Jan-2017 31-March-2017
30-June-2012
Cable
Bulk of the potential DAS converts
Land grab seeding at throw away prices
Limited coverage by large MSO’s due to dispersed population
No addressability/KYC
Very high DTH recognition; DTH best suited considering terrain
Working backwards to fill critical gaps; packaging-billing-
dunning
Key target markets with more than 60% incremental potential for DTH
DTH
Seeding ground for High-Definition Phase III - Close to 100% seeding achieved*
Potential subscribers for upselling – high value packs Phase IV - HH’s to be covered ~ 40 Mn.
Total number of HH’s in Phase IV~ 70 Mn.
~40% seeding has been achieved in Phase 4 markets 5
689 districts to be covered across the country
Source: * Ministry of Information and Broadcasting Annual Report, 2017
Distribution Industry - Cable
3 Tiered Structure
MSOs Distributors LCOs
(at least 1 in each (more than
(more than 1,500)
locality) 60,000)
Pre-DAS
Analog signal - limited carrying capacity, broadcasters jostling
for PCS
Placement & Carriage fees - bulk of MSOs top-line Post-DAS
Massive under declaration; ignored, to maintain MSOs ‘reach’ Digital signal - fatter pipe, larger carrying capacity
No incentive to raise ARPUs Placement fees mindset
B2B Net billing
100% postpaid. Element of bad debts?
Net Content Cost
(per sub p.m.) Impairment of Set-Top-Box (STB)?
MSOs DTH
~ Rs.14 ~ Rs.65
Net Content Cost
(per sub p.m.)
MSOs DTH
~ Rs.14 ~ Rs.65
Game Changer? 6
Tariff Order..
Distribution Industry - DTH
DTH Players in India
Dish TV*:
2003 Industry pioneer. Started
operations in 2003. Part of
100% digital TATA Sky: the Essel Group
Launched in 2006. JV
between the TATA Group 2006
Owns last mile subscribers
and News Corp
Sun Direct:
Subscription driven top-line 2007 Launched in 2007. JV
between Sun Network and
Fully prepaid subscription; no bad debts Astro, Malaysia
Reliance Digital:
2008
Tax compliant Part of Reliance
Communication Ltd, a
DTH contributes ~ 60% of broadcaster’s subsidiary of Reliance ADA
group Airtel Digital:
domestic subscription revenues
2008 Launched in 2008. Part of
the telecom major Bharti
Videocon d2h*: Airtel.
Launched in 2009. Part of
the white goods
2009
manufacturing Videocon
group Dish TV Videocon Ltd:
Videocon d2h merged with
2018
and into Dish TV, to form
Dish TV Videocon Limited
7
Notes: * As per the Scheme of Arrangement, Videocon d2h shall be merged into Dish TV, to form a combined entity to be renamed as Dish TV Videocon Limited
8
Many Firsts to its Credit
First to launch Live TV for
First DTH moving vehicles
in India 2003
2007 First to achieve operational
break-even in the Indian DTH
2009 industry
First to negotiate
content on a fixed First to
fee basis 2010 launch High
Definition
First to initiate
consolidation in the First to launch
sector. Amalgamation of First to be PAT positive First to launch a sub- online TV for DTH
Vd2h into Dish TV in in the Indian DTH brand targeting regional viewers – ‘Dish First to offer
language markets– ‘Zing’ 2012 unlimited
process industry Online
recording
2012
2014 2013
2016 2015
First to be FCF positive
in the Indian DTH
industry
9
Business Model
P&L structure – 3QFY18
3% 2%
Dish TV India Limited Subscription revenues
100% Prepaid.100% EPRS.
1%
0%
Bandwidth income
Consolidated Advertising income
Upfront subsidy on Consumer Premises revenues
Equipment (CPE) Lease rent
Other income
94%
Average ARPU of Rs.144
Programming and other costs
17%
Other operating expenses (excluding
Churn at 0.8% p.m. Prog. & Other cost)
Consolidated 33%
5% expenses
Employee benefit expenses
Implied average subscriber life of 10 years 17%
Other expenses (including S&D exp.)
EBITDA margin – 27.1%
10
Notes: # EPRS– Electronic Payment Recharge System.
*ARPU & Churn numbers are for 3QFY18.Key Metrics - Annual
Market share # ARPU (Rs.)
300
4% 20%
11% 250
17%
200 172
22% 154 162 163 157 151 150 138
25% 150
100
50
Dish TV Tata Sky Sun Direct Big TV Airtel Digital Videocon D2h 0
FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10
Net subscriber base (Mn.) Hardware subsidy (Rs.)
20 2400
15.5 2000
14.5
15 12.9
11.4 1600 1,400
10.7 1,235
9.6 1,100
10 8.5 1200
5.7 800
5
400
0 0
FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15
11
Notes: # Market share based on gross subscribers as on 31st Dec, 2017 as per market estimates. (R1): Restated post netting off collection charges. (R2): Restated post netting off Entertainment TaxKey Metrics - Annual
Subscription revenues (Rs. Mn.) EBITDA (Rs. Mn.)
35,000 14000
30,000 27,696 26,617 12000 10,249
24,499 10000 9,728
25,000 22,681
19,228 8000 7,331
20,000 6,240 5,794
16,639 4,960
6000
15,000 11,927 4000 2,380
10,000 8,353
2000 1,117
5,000 0
- -2000
FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10
Programming and other costs as % of revenues Net profit/(loss) (Rs. Mn.)
60% 8500 6,924 *
50% 6500
40% 4500
40% 35%
30% 31% 30% 31%
30% 29.6% 2500 1,093*
30%
500 31
20% -1500 (660)
(1,576) (1,331)
10% -3500 (1,920)
(2,622)
0% -5500
FY17 FY16(R2) FY15(R1) FY14 FY13 FY12 FY11 FY10 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10
12
Notes: (R1) Restated, post netting off collection charges. (R2) Restated post netting off Entertainment Tax. * Including deferred tax assets of Rs. 740 and Rs. 4,360 mn. for FY17 and FY16 respectivelyKey Metrics - Quarter
Net subscriber additions (Mn.) ARPU (Rs.) Subscription revenues (Rs. Mn.)
0.6 180 10000
170 8000
160
0.4 6000
150 6,921
6,928 7,049
140 144 149 151 4000
0.2 0.250 130
0.188 0.204 2000
120
0 110 0
3QFY18 2QFY18 3QFY17 3QFY18 2QFY18 3QFY17 3QFY18 2QFY18 3QFY17
EBITDA (Rs. Mn.) & EBITDA margin Net profit (Rs. Mn.)
3000 45.0%
44.0%
43.0%
42.0%
2500 41.0% 4,500
40.0%
39.0%
38.0%
37.0%
2000 36.0% # 3,000
35.0%
34.0%
1500 28.9% 31.8% 33.0%
32.0%
31.0%
2,376 30.0%
29.0% 1,500
1000 27.1% 2,161 28.0%
27.0%
26.0% 84
2,005 25.0% 0
500 24.0%
23.0%
22.0% (36) (179)
0 21.0%
20.0%
-1,500 3QFY18 2QFY18 3QFY17
3QFY18 2QFY18 3QFY17
13
Notes: *3QFY17 figures have been restated to comply with Ind-ASStrategy and Outlook
14Strengthening the Core
SD @ Rs. 8.50 (plus taxes)
HD @ Rs. 17.00 (plus taxes)
Tailor made packages, for easy transition, for first time digital (pay) subscribers
Ala-carte offering across channels; first in the industry
Rs. 169 plus taxes
Separate communication of indirect taxes to the subscriber; first in the industry
15
*GST ExtraDAS Phase III & IV
Any of the ‘Hindi’ entertainment
Across phase III & IV add-on packs @ Rs.54 (plus taxes)
each p.m
markets
‘Bharat Pack’
Movie Mix/Entertainment Mix/others
Packs
starting @
Rs. 85 (plus OR
taxes)
Marathi/Bengali/Oriya/others
Mandatory subscription to any one of Regional /
Hindi entertainment packs
Any of the ‘Regional’ add-on packs
@ Rs.34 (plus taxes) each p.m.
16Strong Regional Focus
Zing Kerala Packs; starting from Rs.85 (plus taxes) Zing West Bengal/Odisha/Tripura Packs starting from
going up to Rs. 325 (plus taxes) Rs.85 (plus taxes) going up to Rs.384 (plus taxes)
Mandatory subscription to one regional ala-carte at Rs. Mandatory subscription to one regional ala-carte at Rs.
43 (plus taxes) with base pack 35 (plus taxes) with the base pack
Customized regional content in digital quality
Value for money offering; digital quality picture at the price of cable
Uncompromised margins 17High Definition
HI-DEFINITION SACHETS STARTING AT
₹ 84 (plus taxes) EACH PER MONTH
Family HD English Club HD
Infotainment, Lifestyle
All Sports HD
& Kids
Maxi Sports HD Sports HD South
Enjoy Stadium like experience with 5X better picture clarity and surround sound All Sports HD South
HD ADD-ONS
Game on HD @ ₹ 140 (plus taxes)
Panel TV sales volumes to grow by ~9-11% Game on HD Regional @ ₹ 148 (plus
Box Cost ARPU driver CAGR in between 2016-2021
Rationalization
taxes)
Increasing demand for OLED TV sets to drive (Sports and Hindi entertainment)
growth of HD viewership
Full on HD @ ₹ 186 (plus taxes)
Key Dish TV had ~25% HD incremental market
share in FY17 Full On HD Regional @ ₹ 195 (plus
differentiator vis-
taxes)
à-vis cable
67+ (Complete dose of entertainment)
HD Channels
18Being Up to Speed with Technology
Worth Considering..
DTH Streaming Content
900
700
500
792*
300
280
100
Cost of watching SD Live TV
p.m. (Rs.)
..Hybrid Set Top Boxes
19
Notes: *Taking data consumption for watching ~100 hours of TV in a month at 71.79 GB. Minimum average current data cost per GB at Rs.11.Financials
20Summarized Consolidated P&L - Quarter
3QFY 2018 vs. 3QFY 2017 Quarter Quarter
ended ended Operating revenues break-up
Variance(3QFY18 (Rs. Mn.)
Rs. Mn. Dec. 2017 Dec. 2016 vs.3QFY17) in %
Subscription
224 145 106 revenues
Operating revenues 7,408 7,480 1.0
5 Lease rentals
Expenditure 5,402 5,103 5.9
EBITDA 2,005 2,376 15.9 Bandwidth
charges
EBITDA margin (%) 27.1 31.8 6,928 Advertisement
Other income 158 153 3.6 income
Depreciation 1,847 1,718 7.5 3QFY - 2018 Teleport
services, CPE &
Finance cost 502 613 18.2 Other
Profit / (Loss) before tax (185) 198
Tax expense:
- Current Tax 232 242
- Income Tax – Prior years (30) -
- Deferred Tax (264) (128)
- Deferred Tax – Prior years 13 -
Net Profit / (Loss) for the period (36) 84
21
Notes: 3QFY17 revenues and expenditure are restated to comply with Ind-ASSummarized Consolidated P&L - Annual
FY 2017 vs. FY 2016 Year Year
Operating revenues break-up
ended ended Variance(FY17 vs. (Rs. Mn.)
Rs. Mn. Mar. – 2017 Mar. – 2016 FY16) in %
525 Subscription
revenues
30,144 28,941 4.2 1,058 722
Operating revenues 142 Lease rentals
9.2
Expenditure 20,415 18,692
(5.1) Bandwidth
EBITDA 9,728 10,249 charges
27,696
EBITDA margin (%) 32.3 35.4 Advertisement
(25.8) income
Other income 475 640
12.3 Teleport
Depreciation 6,631 5,907 FY - 2017 services, CPE &
Other
Financial expenses 2,239 2,087 7.3
Profit / (Loss) before tax 1,334 2,895
Tax Expense:
- Current Tax 1035 331
- Deferred Tax (740) (4,360)
- Excess Provision in earlier years (53) -
Net Profit / (Loss) for the period 1,093 6,924
22
Notes: FY16 revenues and expenditure are restated post netting off entertainment taxAnnexure
23Launched in 1976, Essel Group is one of India’s largest business houses, with a dominant presence in Media
One of India's largest vertically integrated media and entertainment group, and also one of the leading producers, content aggregators and distributors of Indian programming globally
One of the largest producers and aggregators of Hindi programming in the world
Founded by Dr. Subhash Chandra
Group Market Cap ( Listed entities under Essel Group ): Rs 739.68 bn(1)
Essel Group
Media Other Businesses
Content Distribution
Packaging (Essel Propack)
– Market Cap: Rs 43.38 bn(1)
Shirpur Gold Refinery Ltd.
– Market Cap: Rs 4.40 bn(1)
Zee Learn Ltd.
– Market Cap: Rs 13.49 bn(1)
Zee Entertainment Zee Media Corp. Ltd. SITI Network Daily News & Analysis Theme Parks: Essel World and Water
Dish TV
Kingdom
Launched in 1992 Launched in 1992 Launched in 2005 Launched in 2006 Launched in 2005 Playwin: India’s first and largest
online gaming company
One of India’s largest media and Strong presence in national and Asia’s largest DTH service One of India’s largest MSO, English broadsheet daily with Cornership: Animation studio
general TV entertainment regional news genre provider presence across 54 cities presence across Mumbai, Cyquator Technologies: IT
network Bangalore, Pune, Ahmedabad, Infrastructure outsourcing
Jaipur & Indore Infrastructure
Market Cap: Rs 563.21 bn(1) Market Cap: Rs 20.55 bn(1) Market Cap: Rs 78.08 bn(1) Market Cap: Rs 16.57 bn(1)
Healthy Lifestyle & Wellness
Source: Company websites, BSE, MPA Report 2017
Note: (1) Market capitalization as on 26th Feb, 2018
24Videocon D2H to Merge with Dish TV
Creating A Leading Cable & Satellite
Distribution Platform
25Transaction Summary
• Board of directors of Dish TV India Limited (“Dish TV”) and Videocon d2h Limited (“Vd2h”) have approved a Scheme of Arrangement (“Scheme”) for
amalgamation of Vd2h into Dish TV in consideration for new stock issuance by Dish TV to the shareholders of Vd2h (the “Proposed Transaction”)
Transaction Structure ‒ Vd2h, an India incorporated entity with ADS listed on NASDAQ, will merge into Dish TV, an Indian company listed on the National Stock Exchange of
India Limited (“NSE”) and BSE Limited (“BSE”)
• Combined entity to be renamed Dish TV Videocon Limited (“MergeCo”)
• Dish TV Videocon will issue 857.79Mn.(1) fresh shares as consideration under the Proposed Transaction
Pro-forma
‒ Shareholders of Vd2h to get 2.02(1) shares in Dish TV Videocon for every 1 share in Vd2h (subject to certain adjustments set out in the scheme)
Shareholding
• Post closing, Dish TV shareholders to own 55.4% of the MergeCo and Vd2h shareholders to own 44.6% of the MergeCo(1)
• MergeCo shall continue to be listed on the NSE and BSE in India
Listing • As part of the Proposed Transaction, MergeCo shall institute a new GDR listing on the London Stock Exchange
• In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly
26
Notes: 1. Shareholding post closing on a fully diluted basis (Subject to certain adjustments set out in the scheme); Exchange ratio and total shares issued rounded off to 2 decimal placesTransaction Summary (Cont’d)
• Current Promoters of Dish TV to continue as Promoters of the MergeCo
Promoters & • Mr. Jawahar Lal Goel will be the Chairman and MD of the MergeCo
Governance • The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be Vice Chairman and the other a
Deputy Managing Director
• Approvals already received:
‒ Securities Exchange Board of India, Designated stock exchanges
‒ Shareholders and Creditor approval at NCLT convened meetings
Approvals
and ‒ The Competition Commission of India
Key Dates ‒ The Honorable National Company Law Tribunal (NCLT), Mumbai
‒ Ministry of Information & Broadcasting
• Appointed date of scheme: 1st October, 2017
27Transaction Overview
Dish TV Public Videocon d2h ADR
Promoters Shareholders Principals(1) Holders(1) Dish TV Videocon d2h
Shareholders Shareholders
55.4% 44.6%
64.4% 35.6% 62.8% (1) 36.2%
Dish TV Videocon Ltd.
Indicative Shareholding Pattern (1)
Essel Group Vd2h
Dish TV India Ltd. Videocon d2h Ltd.
36% Principals
Promoters of 28%
Dish TV
Videocon
Foreign &
Indian
Institutional
and Retail
Investors
36%
28
Notes: 1. The share exchange ratio is subject to certain adjustments contemplated in the schemeDish TV Videocon: Pro-forma Contribution Analysis: Key Operating and
Financial Metrics
Pro-forma Contribution Analysis(1)
Combination of Dish TV and Videocon d2h
1 Net Subscribers Dish TV Videocon
14.5 11.9 Pro-forma As-Is
(Mn.)
As on Mar 31, 2016 55% 45% 26.4
As on Mar 31, 2017 55% 45% 28.4
15.5 12.9
2 Revenue 30,599 28,559
(Rs Mn.)
FY 16 52% 48% 59,158
Mn.
FY 17 50% 50% 60,861
Mn.
30,144 30,717
(2)
3 EBITDA 10,249 8,013
(Rs Mn.)
FY 16 56% 44% 18,262
Mn.
FY 17 49% 51% 19,909
9,728 10,181 Mn.
Dish TV Videocon d2h
Source: Company Information
Notes: 1. Pro-forma as-is “ for financial metrics is simple arithmetic addition of FY2016 & FY2017 reported audited financials of DishTV and Vd2h. This information is for representational purposes only and does not account for any differences in the 29
reported financials by the two companies on account of differences in accounting policies or GAAP
2. Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figuresCreation of a Leading Listed Media Company in India
Total Revenue (Rs Bn.)
Year ending 31 March 2017(2)
75 64.3
60.8
50
34.9 34.3 30.7 30.1
28.0 26.9
23.2 22.6 21.8
25 13.7
0
Zee Dish TV Videocon Network 18 Airtel Videocon d2h Dish TV Sun TV TV18 Jagran D.B.Corp PVR Hathway
Entertainment Pro-forma Media & Digital TV Network Broadcast Prakashan Cable &
Enterprises As-Is (1) Investments Datacom
EBITDA (Rs Bn.)
Year ending 31 March 2017(2,3)
19.9 19.3
20 17.7
12.2
12 10.2 9.7
6.4 6.4
3.8
4 2.2
0.6
(4) (2.7)
Dish TV Zee Sun TV Airtel Videocon d2h Dish TV Jagran D.B.Corp PVR Hathway TV18 Network18
Videocon Entertainment Network Digital TV Prakashan Cable & Broadcast Media &
Pro-forma Enterprises Datacom Investments
(1)
As-Is
Source: Annual Reports & Company Filings
Notes: 1. “Pro-forma as-is “ for financial metrics is simple arithmetic addition of FY2017 reported audited financials of DishTV and Vd2h. This information is for representational purposes only and does not account for any differences in the reported
financials by the two companies on account of differences in accounting policies or GAAP 30
2. Tata Sky information for FY17 is not available from public sources and has therefore been excluded
3. Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figuresThe Combination will Have Scale Similar to Leading Global Cable & Satellite
Players, in Terms of Subscribers
Net Subscribers/Customer Relationships(1)
MM
40
37.8
35
30
27.6
25.9
25 24.2
22.4 21.8
20
15 13.6
10
5
0
+
US India US US US UK US
31
Notes: 1. Net Subscribers/customer relationships for Direct TV, Dish Network, Liberty Global, Comcast Corporation, Dish TV, Vd2h and Charter Communications are as of September 30, 2016 and Sky plc is as of March 31, 2016.Creating Scale in the Highly Fragmented TV Distribution Landscape in India
Total TV Households in India : 181 Mn.
Terrestrial & DD
Others Direct
25% 17%
Dish TV Videocon
Reliance Digital TV Pro-Forma
3% 16%
Den Networks
5%
Sun Direct Airtel Digital TV
6% 7%
Siti Cable TataSky
Hathway Cable
7% 7%
7%
32
Notes: Company disclosures of latest available subscriber data for all players, except TataSky (taken from TRAI for Dec-2015); DD & DD Direct data from industry sourcesA Compelling and Transformational Combination
1 Creating a leading cable & satellite distribution platform, with room for growth
2 Bringing together two well known brands in cable & satellite distribution
3 Bouquet of offerings across the spectrum of subscribers
4 Potential value creation from synergies generated through the combination
5 Potential to offer new services to the large subscriber universe viz. broadband services etc.
5 Healthy financials
33Dish TV Videocon: Bringing Together two Strong Brands in Indian Cable &
Satellite Distribution; A Win-Win for all Stakeholders
• Pioneers of DTH in India • Lineage of the Videocon Group, synonymous with high
quality electronics brands and electronics hardware
• Dish TV a widely respected brand in India which is manufacturing in India
synonymous with D2H in the country
• Large shelf space occupied by Videocon group brands
• Deep distribution reach in both urban and rural areas with
• Over 2,800 distributors and direct dealers
over 2,108 distributors across ~9,291 towns
• Reach of over 250,000 retailers/dealers
• Over 290,180 dealers across the country
• Nearly 320 direct service centers
• Over 1,090 service franchisees
• 2.6 Mn. Installations in FY17 • 2.2 Mn. Installations in FY17
Better Growth Opportunities for Delivering a Larger Subscriber
Employees Expanded Sales & Service Network Community to Content Providers
34Dish TV Videocon: Bouquet of Offerings Across The Full Chain of Consumer
Spectrum
High ARPU Subscribers
Brand CPE Products
Value Conscious Subscribers 35Dish TV Videocon: Combination Unlocks Significant Value for Shareholders
Network Capex
Customer
Servicing &
Support
Leveraging Best
Operating
Practices
Combined
Purchasing Infrastructural
Consolidation
Distribution
Merger Synergy Estimates:
Product Rs. 5.1 Bn. in FY19
Development
36Thank you
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