Siti Networks Ltd Auditor Reports

To the Members of SITI Networks Limited

Report on the Audit of the Standalone Financial Statements

Disclaimer of Opinion

1. We were engaged to audit the accompanying standalone financial statements of SITI Networks Limited (‘the Company), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. We do not express an opinion on the standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report below, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

3. As described in note 52 to the standalone financial statements, the Honble National Company Law Tribunal (‘NCLT), Mumbai Bench admitted petition for initiation of Corporate Insolvency Resolution Process (‘CIRP) under Section 7 of the Insolvency and Bankruptcy Code 2016 filed by the Financial Creditor vide order dated 22 February 2023, passed in CP no. 690/IBC/MB/2022 (‘Admission Order). The Admission Order was challenged by one of the Directors (powers suspended) of the Company before National Company Law Appellate Tribunal (NCLAT). NCLAT vide order dated 07 March 2023 stayed the operation of the Admission Order dated 22 February 2023. The appeal filed was subsequently dismissed by the National Company Law Appellate Tribunal on 10 August 2023 (NCLAT Final Order). Pursuant to the NCLAT Final Order, the Resolution Professional (RP) has taken over management and control of the company on 16 August 2023. The Board of Directors (powers suspended) were responsible for management and control of the Company till the date of the NCLAT Final Order. A moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 is in force with respect to the affairs of the Company. However, the matter relating to the treatment of liabilities, obligations, and claims incurred for the stay period i.e., 07 March 2023 upto 10 August 2023 and cut-off date for certain activities, is currently sub-judice with NCLT, Mumbai. In absence of sufficient and appropriate audit evidence, we are unable to comment on the impact of the outcome of the CIRP on the standalone financial statements of the Company.

4. As described in note 65 to the standalone financial statements, the Company has defaulted in repayment of loans from banks and financial institutions and these accounts have been classified as Non-Performing Assets (NPA) by the lenders under the Consortium. The Company has not provided additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks and financial institutions with the Company. In absence of the computation of such interest along with other sufficient appropriate audit evidence, we are unable to comment upon the impact of such non-compliance on the standalone financial statements for the year ended 31 March 2024.

5. As described in note 56 to the standalone financial statements, we have been informed that the financial creditors have submitted claims amounting to 12,060.33 million as on 10 August 2023, out of which 11,292.65 million have been admitted by the RP. The corresponding balance of such borrowings as on 31 March 2024 is 10,759.68 million in the books of accounts. In absence of sufficient and appropriate audit evidence for reconciliation of the balances as per the claims submitted, claims admitted and the outstanding balances in the books of accounts, we are unable to comment upon the impact of such non-accrual of additional/ penal interest along with other sufficient appropriate audit evidence with respect to recognition of liabilities, their measurement and all related disclosures to be made, on the standalone financial statements for the year ended 31 March 2024.

6. As described in note 56 to the standalone financial statements, we have been informed that the operational creditors, employees, statutory authorities and other creditors have submitted claims amounting to 19,834.60 million as on 10 August 2023, out of which 7,066.86 million have been admitted and 3,391.56 million has been admitted as contingent claim by the RP. In absence of sufficient and appropriate audit evidence supporting the admission amount of claims and in the absence of reconciliation of the balances as per the claims submitted, claims admitted and the outstanding balances in the books of accounts, we are unable to comment upon the impact of such non-accrual of additional liability, if any, along with other sufficient appropriate audit evidence with respect to recognition of liabilities, their measurement and all related disclosures to be made, on the standalone financial statements for the year ended 31 March 2024.

7. As described in note 57 to the standalone financial statements, we have not been provided with information pertaining to the proceedings of CIRP process including the minutes of meetings of the Committee of Creditors (CoC), and the outcome of procedures carried out as a part of the CIRP, citing confidentiality reasons. Accordingly, we are unable to comment on the impact, if any, on the standalone financial statements for the year ended 31 March 2024 including recognition, measurement and disclosures, that may arise had we been provided access to above-mentioned information.

8. As described in note 58 and note 59 to the standalone financial statements, two subsidiary companies of Siti Networks Limited, namely, Siti Broadband Services Private Limited and Siti Jind Digital Media Communications Private Limited have been admitted into the CIRP process by orders dated 31 October 2023 and 24 March 2024 of NCLT, Delhi respectively. Their financial statements have not been audited by their statutory auditors and have not been approved/signed by the Resolution Professional appointed for these subsidiaries for the year ended 31 March 2024. In the absence of such financial statements being duly audited by the statutory auditors of these companies, together with other aforementioned matters, we are unable to obtain sufficient appropriate audit evidence to confirm the transactions with and the balances outstanding from/to such subsidiary companies in the books of Company along with the impairment in carrying value of investments, if any, as at and for the year ended 31 March 2024.

9. We have not been provided with the audited financial statements of subsidiary companies namely, Siti Broadband Services Private Limited, Siti Jind Digital Media Communications Private Limited, Siti Jai Maa Durgee Communications Private Limited, Siti Sagar Digital Cable Network Private Limited, Siti Vision Digital Media Private Limited. In the absence of such financial statements being duly audited by the statutory auditors of these companies, we are unable to obtain sufficient appropriate audit evidence to confirm the transactions with and the balances outstanding from/to such subsidiary companies in the books of the Company along with the impairment in carrying value of investments, if any, as at and for the year ended 31 March 2024.

10. As described in note 61 to the standalone financial statements, the Companys ‘Revenue from operations includes broadcasters share in subscription income from pay channels, which has correspondingly been presented as an expense which is not in accordance with the requirements of Ind AS-115, ‘Revenue from Contracts with Customers. Had the management disclosed the same on net basis, the ‘Revenue from operations and the ‘Pay channel costs each would have been lower by 3,063.47 million for the year ended 31 March 2024, while there would have been no impact on the net loss for the year ended 31 March 2024.

11. As described in note 52 to the standalone financial statements, we have been provided with a listing of ongoing litigations before NCLT, Mumbai, including the matter referred to in paragraph 3 above pertaining to the treatment of claims/liabilities/obligations arising during the period of stay obtained by one of the Directors (powers suspended) of the Company before NCLAT upto the date of dismissal of such appeal, i.e., 07 March 2023 upto 10 August 2023. However, in the absence of an evaluation on these ongoing litigations from the management, we are unable to obtain sufficient appropriate audit evidence to evaluate, assess and comment on the impact, if any, on the accompanying standalone financial statements including recognition, measurement and disclosures, that may arise had we been provided access to above-mentioned information.

12. As described in note 60 to the standalone financial statements, the Company has not carried out recoverability and/ or impairment assessment for its subsidiaries namely Central Bombay Cable Network Limited, Indian Cable Net Company Limited, Siti Broadband Services Private Limited, Siti Cable Broadband South Limited, Siti Faction Digital Private Limited, Siti Global Private Limited, Siti Guntur Digital Network Private Limited, Siti Jai Maa Durgee Communications Private Limited, Siti Jind Digital Media Communications Private Limited, Siti Jony Digital Cable Network Private Limited, Siti Karnal Digital Media Network Private Limited, Siti Krishna Digital Media Private Limited, Siti Networks India LLP, Siti Prime Uttaranchal Communication Private Limited, Siti Sagar Digital Cable Network Private Limited, Siti Saistar Digital Media Private Limited, Siti Siri Digital Network Private Limited, Siti Vision Digital Media Private Limited, Variety Entertainment Private Limited and Master Channel Community Network Private Limited. In absence of sufficient and appropriate audit evidence, we are unable to comment on the balances outstanding from such subsidiary companies in the books of Siti Networks Limited along with the impairment in carrying value of investments, if any, as at and for the year ended 31 March 2024.

13. As described in note 62 to the standalone financial statements, on 3 July 2024 the Resolution Professional has submitted an application against erstwhile directors/ directors (powers suspended) of the Companys management under Section 25(2)(j) read with Section 66 of the Insolvency and Bankruptcy Code, 2016, and Regulation 35(A)(3) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.This application seeks relief in connection with certain allegedly fraudulent, undervalued and preferential transactions conducted by the Corporate Debtor under the previous management aggregating approx. 3,254.90 million for the review period 10 August 2018 to 10 August 2023 (subject to the outcome of the matter currently sub-judice with NCLT, Mumbai), and the matter is currently pending with honble NCLT in Mumbai. However, we are not aware of any counter-application(s) filed by the respondents to the aforementioned application, and we have also not been provided with the transaction audit report which forms the basis of such application. Accordingly, in absence of sufficient appropriate audit evidence and pending resolution of this matter, we are unable to comment on any potential impact on the accompanying standalone financial statements for the year ended 31 March 2024, including any issues related to recognition, measurement, or disclosures.

14. The Company has not carried out physical verification of the property, plant and equipment during the year. Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on the existence of such property, plant and equipment and its related impact, if any, on the standalone financial statements for the year ended 31 March 2024 including recognition, measurement and disclosures, that may arise had the Company carried out such physical verification.

15. As described in note 55 to the standalone financial statements, which indicates that the Company has incurred a net loss (including other comprehensive income) of 1,502.47 million during the year ended 31 March 2024, and as of that date, the Companys accumulated losses amount to 27,925.22 million resulting in a negative net worth of 10,989.95 million and its current liabilities exceeded its current assets by 15,368.42 million resulting in negative working capital. The above factors along with matters stated in paragraphs 3 to 14 above and other matters as set forth in note 55, indicate a material uncertainty, which may cast significant doubt about the Companys ability to continue as a going concern. Accordingly, there exists a material uncertainty about the companys ability to continue as a going concern since the future of the Company is dependent upon the successful implementation of a Resolution plan. The standalone financials statements have been prepared by the management assuming going concern basis of accounting, for which we have not been able to obtain sufficient appropriate audit evidence regarding the use of such assumption, based on managements assessment of the successful outcome of the ongoing Resolution process with no adjustments having been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet.

16. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We draw attention to the above-mentioned points in the Basis for Disclaimer of Opinion section of our report for which we have been unable to receive sufficient and appropriate audit evidence to provide an opinion on the accompanying standalone financial statements.

Key Audit Matters

17. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matters stated in the Basis for Disclaimer of Opinion, there are no Key Audit matters to be reported in our report.

Information other than the Financial Statements and Auditors Report thereon

18. The Companys management is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

19. The powers of the Board of Directors of the Company have been suspended and the management of the affairs of the Company and power of the Board of Directors are now vested with the Resolution Professional since 16 August 2023 and the standalone financial statements is being signed by the Resolution Professional in exercise of such powers and has been approved by the Resolution Professional and the Chief Executive Officer (together referred to as ‘management). The Companys Management is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

20. In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

21. Those charged with governance is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

22. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

23. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the 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 to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. 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 achieves fair presentation;

24. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

25. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

26. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

27. Based on our audit, we report that the Company has not paid or provided for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable.

28. As required by the Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

29. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) except for the effects of the matter(s) described in the Basis for Disclaimer of Opinion section of our report, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the standalone financial statements;

b) except for the effects of the matter(s) described in the Basis for Disclaimer of Opinion section in our opinion and matters stated in paragraph 29(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) except for the effects of the matter described in the Basis for Disclaimer of Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) the going concern matter described in Basis for Disclaimer of Opinion section, in our opinion, may have an adverse effect on the functioning of the Company;

f) the powers of the Board of Directors of the Company have been suspended and no written representations have been received from the Directors (power suspended) and hence not taken on record by the Company, accordingly we are unable to comment on their disqualification as per section 164(2) of the Act;

g) the modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 30(b) above on reporting under Section 143(3)(b) of the Act and paragraph 30(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

h) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 28 September 2024 as per Annexure II contains a disclaimer of opinion; and

i) with respect to the other matters to be included in the Auditors 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, as detailed in note 37 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. (a) The management has represented that, to the best of its knowledge and belief as disclosed in note 67(A)(i) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in note 67(A)(ii) to the financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest 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; and

(c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 01 April 2023.

Based on our examination which included test check, the Company has used accounting software for maintaining its books of accounts, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transaction recorded in the software except that the audit trail feature is not enabled on some tables at application level for direct changes when using certain access right(s) and also for certain changes made using administrative access right(s).

Further during the course of audit we did not come across any instance(s) of audit trail feature being tampered with respect to accounting software.

For DNS & Associates	Ankit Marwaha
Chartered Accountants	Partner
Firms Registration No.: 006956C	Membership No.: 518749
Place: Noida	UDIN: 24518749BKHIIU3633
Date: 28 September 2024

Annexure 1 to the Independent Auditors Report of even date to the members of SITI Networks Limited on the standalone financial statements for the year ended 31 March 2024 (contd)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment (‘PPE), except for some of the network equipment acquired in a scheme of arrangement in an earlier year where the records are maintained for a group of similar assets and not for each individual asset. However, the written down value of these assets is nil.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) All the property, plant and equipment and right of use assets of the Company have not been physically verified by the management during the year. Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether such material discrepancies have been properly dealt with in the books of account.

(c) The title deeds of all the immovable properties (including investment properties) held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company, except for the following properties, for which the Companys management is in the process of getting the registration in the name of the Company:

Description of property	Gross carrying value	Held in name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in name of company
Building	93.88	Information TV Private Limited	No	Greater than 365 days	Legal procedures of transfer of the property are in progress. Post completion of such processes, property will be registered in the name of Company.

(d) The Company has not revalued its Property, Plant and Equipment and Right of Use assets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable to the Company.

(ii) (a) The management has not conducted physical verification of the inventory during the year. Accordingly, we are unable to comment on the appropriateness of the coverage and procedure of physical verification. Further, discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether such discrepancies have been properly dealt with in the books of account.

(b) The Company has a working capital limit in excess of 5 crore, sanctioned by banks and/or financial institutions on the basis of security of current assets. However, such borrowings are declared as non-performing assets (NPAs) by the respective banks and financial institutions (FIs). As a result, Company has not been filing any quarterly returns or statements of current assets with the banks or FIs.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of loans, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, in respect of its products/ services. However, according to the information and explanation given to us, the prescribed accounts and records have not been made and maintained by the Company.

(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been major delays in a few cases.

Undisputed amounts payable in respect of Goods and Services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, cess, and other statutory dues in arrears, which were outstanding, as at 31 March 2024, for a period of more than six months from the date they became payable, are as follows:

Statement of undisputed dues

Name of the statute	Nature of the dues	Amount (INR in lakhs)	Period to which the amount relates	Due date	Date of payment
Income tax Act, 1961	Tax deducted at source	8.66	July 2023	7 August 2023	Unpaid

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Statement of disputed dues

( in million)

Name of the statute	Nature of dues	Amount	Amount paid under protest	Period to which the amount relates	Forum where dispute is pending
Uttar Pradesh Entertainment and Betting Tax Act	Entertainment tax	32.95	10.00	Financial year 2016-17 to 2017-18	Supreme Court
Finance Act, 1994	Service tax	2,203.41	1.67	July 2003 to June 2008, Financial year 2005-06 to 2008-09 and Financial Year 2011-2012	The Customs Excise and Service Tax Appellate Tribunal
Entry Tax act, 1976	Entry Tax	6.12	-	2016 -17 & financial year 2017-18 to 2022-23	Commercial tax officer
Karnataka Value Added Tax Act, 2003	Value added tax	8.61	8.61	Financial year 2010-11	High Court of Karnataka
Andhra Pradesh Value Added Tax Act, 2005	Value added tax	33.60	8.40	Financial year 2016-17	High Court of Andhra Pradesh
Telangana Value Added Tax Act, 2005	Value added tax	3.11	1.38	Financial year 2010-11 to 2016-17	Telangana Value Added Tax Appellate Tribunal
Delhi Value Added Tax Act, 2004	Value added tax	0.86	-	Financial year 2013-14	Additional Commissioner (Appeals)
Delhi Value Added Tax Act, 2004	Value added tax	2.10	5.30	Financial year 2014-15	Additional Commissioner (Appeals)
The Uttar Pradesh Value Added Tax Act, 2008	Value added tax	8.19	8.19	Financial year 2015-16 to 2017-18	Appellate Deputy Commissioner, Commercial Taxes (Appeals)
The Haryana Value Added Tax Act, 2003	Value added tax	10.88	10.88	Financial year 2014-15 to 2017-18	The Joint Excise and Taxation Commissioner (Appeals)
Kolkatta Value Added Tax Act, 2005	Value added tax	61.30	-	Financial year 2007-08and 2011- 12 to 2015-16	State Tax Officer
Madhya Pradesh CGSTAct, 20 17	Goods & Service Tax	1.20		Financial Year 2019-2020	Assistant commissioner of State tax
Haryana CGST Act, 2017	Goods & Service Tax	13.7		Financial Year 2019-2020	Office of commissioner of State tax
Telgana CGST Act, 2017	Goods & Service Tax	5.20		Financial Year 2017-2018	Office of commissioner of State tax
Maharashtra CGST Act, 2017	Goods & Service Tax	8.54		Financial Year 2018-2019	Superintendent of Central Tax & Customs
Custom Act,1962	Custom Duty	1,030.50	20.00	Financial Year 2014-15 till 2018- 19	Additional Director General (Adjudication), Directorate of Revenue Intelligence, Delhi

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (section 43 of 1961) which have not been recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings to any lender or in the payment of interest thereon, except for the below: which were paid on or before the Balance Sheet date:

Name of the bank	Amount of default during the year ended 31 March 2024 ( in million)		Period of default (maximum days)
	Principal	Interest	Principal	Interest
Axis Bank	505.24	0.96	1,431	1,462
IndusInd Bank	169.70	-	916	-
IDBI Bank	232.70	-	More than 1 year	-
RBL Bank Limited	171.40	-	1,400	-
Aditya Birla Finance Limited	150.00	-	943	-

Which were unpaid as at 31 March 2024:

Name of the bank	Amount of default as on 31 March 2024 ( in million)		Period of default upto the date of balance sheet (maximum days)
	Principal	Interest	Principal	Interest
Terms loans
Axis Bank	942.43	877.27	1,705	1,736
IndusInd Bank	384.78	273.92	1,190	1,066
IDBI Bank	149.56	91.70	1,644	1,644
Assets Care & Reconstruction Enterprise Limited	1,985.00	1,113.37	1,705	1,552
RBL Bank Limited	307.10	224.78	1,674	1,644
Aditya Birla Finance Limited	1,189.92	434.31	1,217	1,096
Zee Entertainment Enterprises Limited	1,480	-	-	-
Loans repayable on demand from banks
Axis Bank	248.73	125.89	-	More than one year
IDBI Bank	767.30	397.02	-	More than one year
RBL Bank Limited	0.80	11.11	-	More than one year

(b) According to the information and explanations given to us and representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or other lender.

(c ) In our opinion and according to the information and explanations given to us, no money was raised by way of term loans during the year. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.

(d) In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, no funds were raised by the Company on short term basis.

(e ) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x) (a) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) As mentioned in paragraph 13 of our audit report and note 62 to the standalone financial statements, subsequent to the year-end, on 3 July 2024 the Resolution Professional has submitted an application against former members of the Companys management under Section 25(2)(j) read with Section 66 of the Insolvency and Bankruptcy Code, 2016, and Regulation 35(A)(3) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. This application seeks relief regarding certain allegedly fraudulent and inappropriate transactions conducted by the Corporate Debtor under the previous management aggregating approx. 3,254.90 million for the period 10 August 2018 to 10 August 2023.

(b) No report under section 143 (12) of the Act has been filed with the Central Government for the period covered by our audit, however, as the matter stated in clause (xi)(a) above has been identified subsequent to the year-end, we have sought responses from the management on our enquiries and basis evaluation of responses to our enquiries, and on the basis of review of other appropriate audit evidence, we shall evaluate the reporting requirements under sub-section (12) of section 143 of the Companies Act, as may be deemed appropriate, in accordance with the provisions of Guidance Note on Reporting on Fraud under Section 143(12) of Companies Act, 2013 (Revised 2016) and the auditing standards generally accepted in India.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3 (xii) of the Order is not applicable to the Company.

(xiii) As described in paragraph 3 of our standalone audit report, pursuant to the admission of the Company in Corporate Resolution Insolvency Process, the Board of Directors had their powers suspended and were responsible for management and control of the Company till the date of the NCLAT Final Order. In lieu of the given situation, we are unable to comment on whether all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable. The requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) (a) In our opinion and according to the information and explanations given to us, the Company is required to have an internal audit system as required under section 138 of the Act which is commensurate with the size and nature of its business, however, it does not have the same established for current year

(b) The Company did not have an internal audit system for the period under audit. Accordingly, we are unable to report under clause 3(xiv)(b) of the Order.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with them and accordingly, provisions of section 192 of the Act are not applicable to the Company. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi) of the Order is not applicable to the Company.

(xvii) Based on the overall review of the standalone financial statements, the Company has incurred cash losses in the current financial year of 763.72 million and in the immediately preceding financial year of 603.51 million.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3 (xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the plans of the Board of Directors and management, we are of the opinion that material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

Further, the future of the Company is dependent upon the successful implementation of a Resolution plan. However, in absence of sufficient and appropriate audit evidence regarding such assumption, the going concern assumption is inappropriate.

(xx) According to the information and explanations given to us, The Company does not fulfil the criteria as specified under section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and according, reporting under clause (xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause (xxi) is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For DNS & Associates	Ankit Marwaha
Chartered Accountants	Partner
Firms Registration No.: 006956C	Membership No.: 518749
Place: Noida	UDIN: 24518749BKHIIU3633
Date: 28 September 2024

Annexure II

Independent Auditors Report on the internal financial controls with reference to the financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. In conjunction with our audit of the standalone financial statements of Siti Networks Limited (the ‘Company) as at and for the year ended 31 March 2024, we were engaged to audit the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and those charged with governance for Internal Financial Controls

2. The Companys Board of Directors/ Resolution Professional is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note) issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under theAct .

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We do not express an opinion on the standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report below, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Companys internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Disclaimer of Opinion

8. The Company does not have an established system of internal financial control over financial reporting with regard to assessment of possible material adjustments that could arise/ may be required to be made to the recorded values of assets and liabilities. Consequently, we are unable to obtain sufficient and appropriate audit evidence so as to provide a basis for our opinion as to whether the Company had adequate internal financial controls over financial reporting and that whether such internal financial controls were operating effectively as at 31 March 2024.

Disclaimer of Opinion

9. As described in Basis for Disclaimer of Opinion paragraph above, we are unable to obtain sufficient and appropriate audit evidence so as to provide a basis for our opinion as to whether the Company had adequate internal financial controls over financial reporting and that whether such internal financial controls were operating effectively as at 31 March 2024. Accordingly, we do not express any opinion on the Companys internal financial controls over financial reporting.

10. We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company, and the disclaimer has affected our opinion on the standalone financial statements of the Company and we have issued a disclaimer of opinion on the standalone financial statements.

For DNS & Associates	Ankit Marwaha
Chartered Accountants	Partner
Firms Registration No.: 006956C	Membership No.: 518749
Place: Noida	UDIN: 24518749BKHIIU3633
Date: 28 September 2024