Siti Networks Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 14th Annual Report of your Company, together with the Audited Financial Statements for the financial year ended March 31, 2020 prepared as per Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (Act).

Financial Highlights

The financial performance of your Company for the year ended March 31, 2020 is summarised below:

( in million)

Particular Standalone Consolidated
2019-20 2018-19 2019-20 2017-18
Revenue from operations 8,189.39 8,212.75 16,185.85 14,421.34
Other Income 65.17 213.58 171.40 322.38
Total Income 8,254.56 8,426.33 16,357.25 14,743.72
Total Expenses 6,537.30 6,579.36 12,779.43 11,185.24
EBIDTA 1,717.26 1,846.97 3,577.82 3,558.48
Less : Finance cost 1,318.22 1,537.33 1,576.81 1,707.16
Less : Depreciation 1,964.96 2,093.03 3,457.07 3,649.67
Profit/(Loss) before share of profit/(loss) of associates and joint ventures, exceptional item and tax (1,565.92) (1,783.39) (1,456.06) (1,798.35)
Share of profit/(loss) of associates and joint ventures 0.00 0.00 10.33 (1.42)
Profit/(Loss) before exceptional item and tax (1,565.92) (1,783.39) (1,445.73) (1,799.77)
Exceptional items 280.03 1,940.88 501.75 742.66
Profit /(Loss) before tax (1,845.95) (3,724.27) (1,947.48) (2,542.43)
Provision for taxation (net) 47.75 - (65.81) 100.40
Profit/(Loss) after tax (1,893.70) (3,724.27) (1,881.67) (2,642.83)
Remeasurement of (7.26) (1.51) (13.11) (2.18)
defined benefit liability
Total comprehensive (1,900.96) (3,725.78) (1,894.78) (2,645.01)
profit/(loss) for the period

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the Management and/or Audit Committee of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2019-20.

Business Overview

FY19-20 year for your Company has been about taking the benefits of the New Regulatory Framework for Cable & Broadcasting Services, better known as New Tariff Order 1.0, to the end customers. Further optimisation of the business model with the complete migration to prepaid model, propelled your Company to end the year FY19-20 with subscription revenue of INR 11,567 million, a leap of 21.3 YoY.

With the complete migration to prepaid model, now your Company has fully optimised collection efficiency in the subscription segment. This has helped your Company to manage better cash flow and meet the working capital requirement. In Broadband segment as well as maintaining focus on expansion in the new territories and growth in the existing territories by improving the service support and upgradation of network.

Your Company has evolved and implemented new models of conducting business involving partners with aligned focus, in smaller territories for better control on the ground and improve the connect with the cable operators. Your Company also pioneered in introducing new business models that ensures that all our partners jointly manage the network in specified areas with a focus on growth and keeping control on the expenses. In smaller areas the Company introduced managed service partner (MSP) approach wherein we involved the local partners to manage the network at a fixed per subscriber cost.

In the broadband space, your Company has rolled out operations in new cities with a focus on profitable growth and truly transform into a multi services operator by reaching to the video subscriber with a bundled offer of broadband and Cable Tv multi service. The Company is also planning to enrich the customer experience with value added services in the near future for further stickiness of the customers.

With an eye on the developing landscape of consumer demand related to linear television distribution and need for high speed broadband services, your Company has focused on transformation of its workforce with multi-functional approach by imparting technological and commercial training to the employees. By imparting such training, the Company has been able to efficiently optimise the resources. Your Company envisions to bring a wide gamut of services through its wire that include linear television, broadband, IOT and other allied services. Your Company has tested and successfully deployed some of these services in the year FY19-20 and intends to transform to a fully Integrated Services Provider over the coming years.

Your Company has also focused on frugal spending during the year and optimised the space utilisation, electricity expenses and other overhead expenditure at its field offices. The Company has also saved a significant revenue on account of better negotiations of bandwidth charges for delivery of its services.

Your Company has continued to maintain its leadership position in terms of subscriber numbers. Though subscriber base was significantly reduced in the previous year due to New Tariff Order (NTO) implementation and migration to prepaid model of billing, the Company has been able to retain its leadership position by focusing on its service support network and continuous engagement with partners.

Faced with COVID-19 pandemic and the ensuing lock-down, your Company and its employees were at the forefront to ensurethatpeopleremainedathome,engagedwithconsistent and uninterrupted services, be it television or broadband. For partners too, your Company provided innovative offerings that allowed them to serve customers while maintaining social distancing and adhering to governmental and health guidelines.

Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, in relation to Annual Financial Statements for the financial year 2019-20, your Directors hereby confirm that:

i. the Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2020 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

ii. in preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures;

iii. accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit/ loss of the Company for the year ended on that date;

iv. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

v. requisite internal financial controls, to be followed by the Company, were laid down and that such financial controls are adequate and operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Directors & Key Managerial Personnel

Your Board currently comprises of six (6) Directors including four (4) Independent Directors, one (1) Non-Executive Non-Independent Director and one (1) Executive Director. Independent Directors provide declarations both at the time of appointment and annually confirming that they meet the criteria of Independence as prescribed under the Act and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). During the financial year 2019-20, your Board met seven (7) times, details of which are available in the Corporate Governance Report annexed to this report.

During the year under review, your Board had, based on recommendations of Nomination & Remuneration Committee, approved the appointment of Mr. Suresh Arora as a Whole Time Director of the Company for a period of 3 years with effect from June 14, 2019. Before his appointment as Whole Time Director, Mr. Suresh Aora was an Additional Director of the Company in the category of Non-Executive Non-Independent Director effective from March 29, 2019. The appointment and payment of remuneration of Mr. Suresh Arora, as Whole Time Director for a period of 3 (three) years with effect from June 14, 2019, was approved by the Shareholders at the 13th Annual General Meeting of the Company held on September 28, 2019. As per Section 152 of the Companies Act, 2013, Mr. Suresh Arora, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The reappointment of Mr. Suresh Arora at the Annual General Meeting as a Director retiring by rotation would not constitute break in his appointment as Whole Time Director. Your Board recommends his re-appointment.

The Notice of ensuing Annual General Meeting includes proposalsforre-appointmentofProf.SunilKumarMaheshwari for the second term as Independent Director, not liable to retire by rotation, for a period of 3 years from expiry of his current term on November 2, 2020. Based on performance evaluation and after review of confirmation(s) of continuity of compliance with the criteria of independence under applicable regulations, your Board recommends re-appointment of Prof. Sunil Kumar Maheshwari as Independent Director for second term for approval of Shareholders.

Your Board had, based on recommendations of Nomination

& Remuneration Committee, approved the appointment of Mr. Deepak Mittal and Mr. Bhanu Pratap Singh as Additional Directors in the category of Independent Directors with effect from April 1, 2019. Pursuant to Section 149, 152 and other applicable provisions of Companies Act 2013 (‘Act) and the rules made thereunder read with Schedule IV of the Act, the Shareholders of the Company at the 13th Annual General Meeting of the Company held on September 28, 2019, had approved the appointment of Mr. Deepak Mittal and Mr. Bhanu Pratap Singh as Independent Directors of the Company not liable to retire by rotation, for the period of three years commencing April 1, 2019.

During the year under review, your Board had, based on recommendations of Nomination & Remuneration Committee, approved the appointment of Mr. Amitabh Kumar as an Additional Director in the category of Non-Executive Non-Independent Director with effect from December 30, 2019. In terms of Section 161 of the Companies Act, 2013, Mr. Amitabh Kumar, shall hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 160 from a member proposing appointment of Mr. Amitabh Kumar. Accordingly, necessary resolution is being placed for approval of the Members at the 14th Annual General Meeting of the Company.

Mr. Sidharth Balakrishna, who was Whole Time Director of the Company, had resigned from the Board and Committees of the Company with effect from close of business hours of April 15, 2019.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Suresh Arora, Whole-Time Director, Mr.Anil Kumar Malhotra, Chief Executive Officer (CEO), Mr. Sanjay Berry, Chief Financial Officer (CFO) and Mr. Suresh Kumar, Company Secretary of the Company are Key Managerial Personnel of the Company. Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in Section 149(6) read with Regulation 16 of Securities and Exchange Board of Indian (Listing Obligations and Disclosures Requirements)Regulations 2015 (SEBI Listing Regulations).

Board Committees

In compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.sitinetworks.com.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

Board Evaluation

At a separate meeting of Independent Directors held without presence of other Directors and Management, the Independent Directors had, based on various criteria, evaluated performance of the Executive Directors and performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had incompliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Auditors and Audit Report

Statutory Auditors

The Members of the Company at their 9th Annual General Meeting (AGM) had approved the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, having Firm Registration No. 001076N/N500013, as the Statutory Auditor of the Company to hold such office form the conclusion of the 9th AGM till the conclusion of AGM to be held in year 2020. Accordingly, M/s Walker Chandiok & Co. LLP, Chartered Accountants, being the Statutory Auditor of the Company shall retire on rotational basis on the conclusion of the ensuing AGM.

Accordingly, the Board, on recommendation of the Audit Committee, has proposed to the members, the appointment of M/s DNS & Associates, Chartered Accountants, Gurugram (Firm Registration No. 006956C) as the Statutory Auditor of the Company for a period of 5 years, i.e., from the conclusion of 14th Annual General Meeting until the conclusion of 19th Annual General Meeting to be held in the calendar year 2025 and also to fix their remuneration.

M/s DNS & Associates, Chartered Accountants, Gurugram, being eligible, have consented and offered themselves for appointment as Statutory Auditors of the Company. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated September 3, 2020 from the Auditors to the effect, inter-alia, that their reappointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

Audit Report

During the year the Statutory Auditors had reported the following reportable matters and modifications done in the Audit Report:

Reported matters:

Managerial remuneration being paid in excess of the limits prescribed under the Companies Act- approvals from lenders awaited:

The Shareholders of the Company at the 13th Annual General Meeting of the Company held on September 28, 2019, had approved the appointment and payment of remuneration to Mr.Suresh Arora, Whole Time Director. As the Company has default in payment of dues to Banks, therefore, approval of the Banks is also required for payment of remuneration to Mr.Suresh Arora. The Company has requested to concerned Banks seeking their approval in this regard. Based on the information of the Management, the Board is of the view that the concerned Banks would grant their approvals in this regard.

Modifications done:

Accounting of revenue post new tariff order regime not in line with Ind AS 115 – Revenue from contracts with customers:

As explained/clarified by the Management, the Board is of the view that as per its interpretation and Cable Industry/Sector practices of recognising revenue under Ind AS 115, the Company has appropriately shown gross revenue and content cost separately. Further, there is no impact on the net loss for the quarter and year ended March 31, 2020.

Two subsidiary companies have been consolidated based on their unaudited financial statements and therefore, Auditors are unable to comment upon the impact, if any, had these been audited (only in the consol audit report):

The reasons for not able to complete the Audit as informed by the concerned subsidiaries are as follows:

(a) Siti Vision Digital Media Private Limited:

(i) Due to lockdown in the country for a period of about 65 days and also disturbance even thereafter also for the reason of outburst of COVID-19, which has been declared as pandemic worldwide, the Subsidiarys Auditors / Management of the Company were not able to complete audit procedures within timelines;

(ii) Further, due to sudden death of mother of managing director of Siti Vision Digital Media Private Limited, Mr. Siva Rama Krishna Kancharla, he could not be able to supervise and observe audit process timelines

(b) Siti Saistar Digital Media Private Limited:

(i) Due to lockdown in the country for a period of about 65 days and also disturbance even thereafter also for the reason of outburst of COVID-19, which has been declared as pandemic worldwide, the Subsidiarys Audit Team/ Management of the Company were not able to complete audit procedures timelines.

Secretarial Auditors

M/s Amit Agrawal & Associates, Company Secretaries in Whole Time Practice, having Firm Registration No. I2001DE191600, were appointed as Secretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is annexed to this report as Annexure – I and forms part thereof.

The reports of Statutory Auditors and Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remark(s).

Additionally, in line with SEBI Circular No. CIR/CFD/ CMD/1/27/2019 dated February 8, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by the Secretarial Auditor and filed with Stock Exchanges.

Cost Auditors

In compliance with the requirement of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/s A.K. Gupta & Co., Cost Accountant, having Firm Registration No. 100770, has been appointed to carry out Audit of the Cost Records of the Company during financial year 2020-21. Requisite proposal seeking ratification/approval of remuneration payable to the Cost Auditor for financial year 2020-21 by the Members as per Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms part of Notice of ensuing Annual General Meeting.

Subsidiaries & Joint Ventures

During the year under review, pursuant to sub-section (5) of Section 248 of the Companies Act, 2013, the Registrar of Companies, Delhi, has struck off from the register of companies, the name of Siti Godaari Digital Services Private Limited, wholly owned subsidiary company of the Company, on November 20, 2019 and the said subsidiary company stand dissolved. Accordingly, as on March 31, 2020, your Company had 22 no. of subsidiary companies and 1 (one) wholly owned Limited Liability Partnership as compared to 23 no. of subsidiary companies and 1 (one) wholly owned Limited Liability Partnership as on March 31, 2019.

Further, the wholly owned subsidiary company of the Company namely Variety Entertainment Pvt. Ltd. has acquired 50% Equity Shares in the paid-up Equity Share Capital of Paramount Digital Media Services Private Limited. Accordingly, Paramount Digital Media Services Private Limited has become Joint Venture company of the Company.

In line with amendments of threshold for determining Material Subsidiary as stated in Regulation 16(1)(c) of SEBI Listing Regulations, effective April 1, 2019, Indian Cable Net Company Limited, one of the subsidiary companies of the Company continues to be Material Subsidiary of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements of the Companys subsidiaries and associate company(ies) in Form AOC-1 is annexed to this report as Annexure – II and forms part thereof.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.sitinetworks.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

Deposits

During the year under review, your Company has not accepted or invited any deposits as defined under Section 2(31) read with Chapter V of the Companies Act, 2013 and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

Dividend

With a view to conserve the resources for future business requirements and expansion plans and in view of losses during the year, your Board has not recommended dividend for the year under review.

Employee Stock Option Scheme

In pursuance of Employees Stock Option Scheme of the Company (SITI ESOP 2015), your Company had granted 4,663,500 options to eligible employees on September 3, 2015. During the year under review, neither any option was granted nor any grantee had exercised vested option(s).

The applicable disclosures as stipulated under Regulation 14 of the Securities and Exchange of India (Share Based Employee Benefits) Regulations, 2014 with regard to SITI ESOP 2015 are annexed to this report as Annexure - III. The said disclosures on SITI ESOP 2015 will also be available on Companys website www.sitinetworks.com. The Statutory

Auditors of the Company M/s Walker Chandiok & Co. LLP, Chartered Accountants have certified that the SITI ESOP 2015 have been implemented in accordance with SEBI Regulations and the resolution passed by the shareholders, and the said certificate of Statutory Auditors will be placed at the14th Annual General Meeting of the Company.

Share Capital

During the period under review, there is no change in Authorised Share Capital of the Company. As on March 31, 2020, the Authorised Capital of the Company is 1,300 million comprising of 1,290,000,000 Equity Shares of

1/- each and 10,000,000 Preference Shares of 1/- each and the Paid-up Share Capital of the Company is 872.67 million comprising 872,053,848 Equity Shares of 1/- each fully paid-up and 23,436 Preference Shares of 1/- each fully paid-up and 1,227,123 forfeited Equity Shares of 1/- each, paid up 0.50/- per Equity Shares.

Registered Office

During the year under review, the Registered office of the Company is continued to be situated at ‘Unit No. 38,1st Floor, A wing, Madhu Industrial Estate, P. B Marg, Worli, Mumbai – 400013.

Corporate Governance & Policies

Your Company is in compliance with the Corporate Governance requirements mentioned under SEBI Listing Regulations and applicable provisions of the Companies Act, 2013. In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance together with the Compliance Certificate issued by Secretarial Auditor of the Company is attached to and forms an integral part of this report. Management Discussion and Analysis Report as per Listing Regulations are presented as separate section forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Dividend Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys website www.sitinetworks.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys website www.sitinetworks.com.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration

Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/experience, are as of expertise and independence of individual. The Committee had also approved in-principle that the term of an Independent Director shall not exceed three (3) years.

Corporate Social Responsibility

The provisions of Section 135(5) of the Companies Act, 2013, which provides for spending in every financial year at least two percent of the average net profits of the Company made during the three immediately preceding financial years, is not applicable to the Company as the Company had incurred losses during the three immediately preceding financial years.

Disclosures i. Particulars of Loans, Guarantee or Investments:

Particulars of loans, guarantees and investments made by the Company required under Section 186(4) of the Companies Act, 2013 are contained in Note No. 44 of the Standalone Financial Statements and are not reproduced for the sake of brevity.

ii. Related Parties Transactions: All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations.

During the financial year 2019-20, there are no materially significant related party transactions by the Company with Promoters, Directors, Key Managerial Personnel Financial Statements or other designated persons, if any, which may have a potential conflict with the interest of the Company at large. Details of related party transactions will be available on Companys website www.sitinetworks.com.

All related party transactions, specifying the nature, value and terms and conditions of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulation 23 of the Listing Regulations and accordingly, no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

iii. Extract of Annual Return: The extract of annual return in MGT-9 as required under Section 92(3) of the Companies Act 2013, read with Companies (Management &Administration) Rules, 2014 will be available on the website of the Company www.sitinetworks.com.

iv. Internal Financial Control systems and their adequacy:

Your Company has approved internal financial controls and policies/ procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. Your Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

v. Vigil Mechanisms/Whistle Blower Policy: The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.

vi. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at work place and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, your Company has not received any complaint on sexual harassment.

vii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future, except as mentioned herein below.

BSE Ltd. and National Stock Exchange of India Limited vide their letter dated February 3, 2020 have separately imposed a fine of 5,31,000/- (Rupees Five Lakh Thirty One Thousand Only), inclusive of GST at applicable rates, for delay in compliance of Regulation 17(1)(c) of the SEBI Listing Regulations.

viii. Reporting of frauds by auditors: During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

ix. Secretarial standards: The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

x. Listing on stock exchanges: The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are nil / not applicable. The information, as applicable are given hereunder:

Conservation of Energy: i. The steps taken or impact or conservation of energy Your Company, being a service provider, has minimal energy consumption. Though, every endeavour is made to ensure optimal use of energy, avoid wastages ii. The steps taken by the Company for utilising alternate sources of energy and conserve energy as far as possible. iii. The capital investment on energy conservation equipments

Technology Absorption: i. The efforts made towards technology absorption Your Company uses latest technology and ii. The benefits derived like product improvement, cost reduction, product equipment for distribution of Cable TV signals. development or import substitution However, since the Company is not engaged in any iii. In case of imported technology (imported during the last three years manufacturing, the information in connection with reckoned from the beginning of the financial year)- technology absorption is Nil. a. the details of technology imported b. the year of import; c. whether the technology been fully absorbed d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof iv. The expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of 289.76 million and outgo of 32.64 million.

Human Resources & Particulars of Employees

The 3 Ps have been most critical and have been the mantra for propelling the growth of SITI Networks Limited ("SITI") and our focus has been on the:

People

Processes

Performance

We have developed a competency model to ensure that the expectations and delivery are well articulated right in the beginning of every employees journey & existing employees and is also communicated through the AOP.

People being the heart of our organisation it has been imperative that each one of us speaks the common language and is a mirror image of one another. While we have disciplined the DNA of our organisation through competency framework, we have also ensured that every new entrant right from the beginning falls comfortably in the discipline and this ubiquitous language gets entrenched in the organisation.

While it is imperative that the organisation grows vertically and so is very right for every individual, at granule level it has been made an integral part of the DNA that every individual grows horizontally and takes leaps vertically. To consolidate, we have taken initiatives for driving the learning and development with the technology fueled initiatives:

LEARNING for ALL, launched the Project Learn and have made training accessible for all.

Have made training and certification accessible to all through multi prong approach.

The base of the pyramid which works as our foundation for the organisation have been trained and certified by the SKILL INDIA initiative free of cost and have been very beneficial for our Techno Commercial Layer. This has also helped solidify the initiative of collapsing the Technical and sales role merging into one and everyone in the market facing role able to service the customer better, be it the B2B or B2C.

We have created training modules with the collaboration of HODs & SMEs have made them accessible to all by recording the live training and Sitizens can access them at their convenience from their desk top and laptops.

Processes for other avenues and modes of online training are being carved out and learning will remain the focus area. The processes will evolve continually.

Plotting of the high pots is moving to the next level of creating lattices and giving individuals and organisation more visibility and predictability.

While broad band expansion will be our thrust area in the times to come and equally so for the video business, we will be constantly making innovative endeavors to upskilling of our talent pool.

There have been several new initiatives in rewarding the superior performance and have been felicitated across the organisation.

Celebrations and festivals has kept the Sitizens in an upbeat mood round the year and have kept their work journey exciting and ensured that there is never a dull moment at SITI.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure –IV which forms part of this report.

Acknowledgements

Your Directors place on record their sincere appreciation of the contribution made by the employees at all levels. Your Directors also express their heartfelt gratitude for valuable support and cooperation extended by the banks, financial institutions various Governmental Authorities including Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom and Regulatory Authority of India, Stock Exchanges, Depositories and other stakeholders including local cable operators, viewers, broadcasters, vendors. The Directors look forward to their continued support.

For and on behalf of the Board
Suresh Arora Amitabh Kumar
Whole Time Director Non-Executive Director
DIN 00299232 DIN 00222260
Delhi, September 4, 2020 Noida, September 4, 2020