Siti Networks Ltd Directors Report

To, The Members,

The Resolution Professional of Siti Networks Limited ("the Company"), appointed under the provisions of Insolvency and Bankruptcy Code, 2016 ("I & B Code"), presents the 18th Annual Report of your Company, together with the Audited Financial Statements (Standalone and Consolidated), prepared as per Indian Accounting Standards (Ind-AS) as prescribed under Section 134 of the Companies Act, 2013 ("Act") and the Auditors Report for the Financial Year ended March 31, 2024, which includes the Report of the Shareholders.

Corporate Insolvency Resolution Process (CIRP) of SITI

Pursuant to the order dated February 22, 2023 passed by the Honble National Company Law Tribunal, Mumbai ("NCLT"):

(i) The Company has been admitted into the Corporate Insolvency Resolution Process ("CIRP") under the provisions of the I &B Code;

(ii) Mr. Rohit Mehra, Insolvency Professional (Insolvency Professional Registration No. IBBI/IPA-001/IP-P00799/2017-218/11374) has been appointed as the Interim Resolution Professional to carry out the functions as mentioned under the I & B Code. Later on, the Committee of Creditors in its first meeting held on September 1, 2023 confirmed the appointment of Mr. Rohit Mehra as the Resolution Professional (hereinafter referred to as "RP") of the Company.

(iii) The management of the Company was suspended and vested in the IRP/ RP.

Subsequently, the Honble National Company Law Appellate Tribunal, New Delhi ("NCLAT") vide its order dated March 7, 2023, on an appeal filed by Ms. Shilpi Asthana, Independent Director (power suspended), stayed the operation of Honble NCLT order dated February 22, 2023, which later on vide its order dated August 10, 2023, dismissed the said appeal and set aside the stay order dated March 7, 2023. The IRP received a copy of the order dated August 10, 2023 passed by the Honble NCLAT on August 14, 2023 (by downloading it from the website of the Honble NCLAT) and tookover the control of management of the Company on August 16, 2023 (August 15, 2023 being a national holiday on account of Independence Day).

The management and control of Siti was vested in its Board of Directors from 7 March 2023 till 16 August 2023.

Approval of the Financial Statements 2023-24 and the Report of the Shareholders

As the power of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been approved and signed by RP & signed by the Chef Executive Officer and the Company Secretary of the Company. The position of Chief Financial Officer (CFO) had become vacant pursuant to the resignation of former CFO since September 15, 2023.

The RP, in view of having entrusted with the management of the affairs of the Company, is submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Financial Highlights

The financial performance of your Company for the year ended March 31, 2024 is summarised below:

(Rs. in million)

Particular	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	4,332.24	5,311.51	12,910.91	13,453.49
Other Income	142.55	196.58	285.84	346.84
Total Income	4,474.79	5,508.09	13196.75	13,800.33
Total Expenses	4,594.00	5,197.37	12,615.28	12,260.59
EBIDTA	(119.21)	310.72	581.45	1,539.74
Less : Finance cost	742.29	1,063.03	816.20	1,154.71
Less : Depreciation	1,268.55	1,890.32	2,576.00	3,443.79
Profit/(Loss) before share of Profit/(loss) of associates and joint ventures, exceptional item and tax	(2,130.04)	(2,642.63)	(2,810.74)	(3,058.76)
Share of Profit/(loss) of associates and joint ventures	0.00	0.00	(4.53)	(3.97)
Profit/(Loss) before exceptional item and tax	(2,130.04)	(2,642.63)	(2,815.28)	(3,062.73)
Exceptional items	(624.67)	346.20	(696.84)	80.51
Profit /(Loss) before tax & after exceptional items	(1,505.37)	(2,988.83)	(2,118.42)	(3,143.24)
Provision for taxation (net)	0.00	0.00	(67.82)	11.16
Profit/(Loss) after tax & exceptional items	(1,505.37)	(2,988.83)	(2,050.62)	(3,154.40)
Remeasurement of de ned bene t liability	2.90	2.19	5.53	8.79
Total comprehensive Profit/(loss) for the period	(1,502.47)	(2,986.64)	(2,045.08)	(3,145.61)

Business Overview

Offering the convenience and flexibility of on-demand viewing, streaming services continued to impact Cable TV services, especially concerning shifts in consumer purchasing patterns of TV models in FY 2023-24. The governments initiatives to strengthen digital infrastructure further accelerated the rapid adoption of OTT platforms and increased internet usage among consumers. As OTT platforms thrive and smart TV features become mainstream, viewers increasingly opted for televisions with advanced capabilities in FY 2023-24. Additionally, the growth of free-to-air channels allowed them to stream a diverse range of movies and shows without relying on cable or broadcast television. The reach of connected TVs in the fiscal year exceeded that of any single pay platform in India, with a substantial portion connected to the internet weekly.

The shift towards connected TVs and the rise of alternative entertainment and digital platforms contributed to a drop in active paid subscriptions, notably in cables and DTH connections and a decrease in the overall pay TV market. However, free TV subscriptions remained appealing, particularly among Hindi speaking audiences, supported by affordable television sets and economic growth.

Amidst this growing influence of OTT services and alternative entertainment channels, Local Cable Operators (LCOs) continued to support consumers, by ensuring seamless connectivity. Although there was a recovery in some household incomes during the fiscal, many families opted to reduce spending on essentials, leading to downgrades in TV packages or the deactivation of TV connections.

As Indias per capita income continues to rise alongside favourable domestic conditions, the Indian Media & Entertainment sector is poised for growth, with digital media expected to outpace traditional television. Increased adoption of connected TVs is anticipated as wired broadband and 5G connections expand. In this evolving landscape, cable TV is projected to remain the largest content distributor for large screens. The shift in customer preferences underscores the necessity for companies to redesign their portfolios and diversify offerings to meet the needs of a varied audience.

Directors & Key Managerial Personnel

As the Company is undergoing CIRP, therefore, pursuant to sub-regulations (2A) and (2B) of Regulation 15 of SEBI Listing Regulations, during the CIRP period the Company is fully exempt from the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI Listing Regulations, including with regard to holding requisite number of meetings in a year and composition of the Board of Directors and its Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. However, the proviso to rub-regulations (2A) and (2B) provides that role and responsibilities of the Board of Directors and its Committees as specified under Regulations 17, 18, 19, 20 and 21 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the I & B Code.

Due to undergoing CIRP, the Board of Directors continues to remain suspended. However, the suspended Board comprises of four (4) Directors (power suspended) including one (1) Independent Director (power suspended), two (2) Non-Executive Non-Independent Directors (power suspended) and one (1) Executive Director (power suspended). Independent Director (power suspended) provided declaration(s) 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 ("SEBI Listing Regulations"). During the financial year 2023-24, the suspended Board met one (1) time i.e. when the operation of the order dated February 22, 2023 was stayed by Honble NCLAT, details of which are available in the Corporate Governance Report annexed to this report.

As per Section 152 of the Act, Ms. Kavita Anand Kapahi (DIN 02330706) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The first term of appointment of Ms. Shilpi Asthana (DIN 08465502) as an Independent Director will expire on December 26, 2024. However, Ms. Shilpi Asthana, being eligible, has offered herself for reappointment as per Section 149 of the Act. Pursuant to Sections 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 16th Annual General Meeting of the Company held on September 12, 2022, had approved the appointment of Ms. Shilpi Asthana, as Independent Director, not liable to retire by rotation, for the period of three years commencing December 27, 2021.

During the period under review, Mr. Vikram Singh Panwar, who was appointed as CFO of the Company on the basis of recommendations of Audit Committee and Nomination & Remuneration Committee w.e.f. April 15, 2023 by the Board, had resigned as CFO w.e.f. September 15, 2023.

In compliance with the requirements of Section 203 of the Act, Mr. Suresh Arora, Whole-Time Director (powers suspended), Mr. Yogesh Sharma, Chief Executive Officer and Mr. Suresh Kumar, Company Secretary of the Company are Key Managerial Personnel of the Company.

Board Committees

The Company is undergoing CIRP, therefore, the Board constituted Committees remain suspended during the period under review. However, in compliance with the requirements of Act and SEBI Listing Regulations, the suspended Board, before the initiation of CIRP, 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

As the Company is undergoing CIRP, the powers of the Board of Directors remain suspended. The affairs of the Company were being conducted by RP from 16 August 2023 till 31 March 2024 during the financial year under review.

Consequently, no meeting of Independent Directors was held during the financial year 2023-24 for such evaluation. However, the Board of Directors in its meeting held on May 30, 2023 (i.e. during the period of stay of operation of Honble NCLT order dated February 22, 2023) evaluated the performance of the Independent Directors.

Auditors and Audit Report

Statutory Auditors

Pursuant to Section 139 of the Act and the Rules made thereunder, the Statutory Auditors of the Company, M/s DNS & Associates, Chartered Accountants, Gurugram having Firms Registration No. 006956C, were appointed by the Members at 14^th Annual General Meeting of the Company to hold office until the conclusion of the 19^th Annual General Meeting scheduled to be held in the calendar year 2025.

Audit Report

The Audit Report on the financial statement (Standalone and Consolidated) for the financial year 2023-24, contains the modified opinion (disclaimer of opinion) of the statutory auditor of the Company. In terms of Section 134(3)(f) read with Listing Regulations, explanation or comments by the Board on every disclaimers made by the Auditor in its report, are enclosed herewith as Annexure - I.

Secretarial Auditors

M/s Amit Agrawal & Associates, Company Secretaries in Whole Time Practice, having Firm Registration No. P2001DE091000, were appointed as Secretarial Auditors of the Company for the financial year 2023-24 pursuant to Section 204 of the Act. The Secretarial Audit Report of the Company submitted by the Secretarial Auditor, along with the Secretarial Audit Report of all material subsidiary companies of the Company, in the prescribed form MR-3, are collectively annexed to this report as Annexure – II and forms part thereof.

The reports of Secretarial Auditor(s) forming part of this report do not contain any qualification, reservation or adverse remark(s).

Further, pursuant to Regulation 24A of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, an Annual Secretarial Compliance Report issued by the Secretarial Auditor of the Company confirming that the Company had complied with all applicable SEBI Regulations, Circulars and Guidelines, which has been filed with Stock Exchanges, is annexed to this report as Annexure - III.

Cost Auditors

In compliance with the requirement of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/s. N Khandelwal & Co., Cost Accountants (Firms Registration No. 004555), has been appointed to carry out the audit of the cost records of the Company during the financial year 2023-24. Requisite proposal seeking ratification/approval of remuneration payable to the Cost Auditor for the financial years 2023-24 and 2024-25 by the Members as per Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms part of Notice of the 18^th Annual General Meeting.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, based on the internal finance controls, work performed by the statutory auditor, cost auditors and external agencies, the reviews performed by the management and with the concurrence of the RP, that for the year ended 31st March, 2024, the confirmation is hereby given for the Company having:

(i) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the annual accounts on a going concern basis;

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

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate, operating effectively and the same are being strengthened on continuous basis from time to time.

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 the Statutory, Internal, Secretarial Auditors and reviews performed by the Management and the RP, the RP is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2023-24.

Subsidiaries & Joint Ventures

As on March 31, 2024, your Company has 24 nos. of subsidiary companies, 2 associate companies and 1 wholly owned Limited Liability Partnership.

Pursuant to the provisions of Section 129(3) of the Act, 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 – IV 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 Act and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

Dividend

No dividend is recommended for the year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves in view of losses during 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, which were vested to the eligible employees up to the financial year 2018-19. All such granted options, which were not exercised by the eligible employees, have been expired during the financial year 2022-23. During the year under review, no options have been granted to the eligible employees.

The applicable disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to SITI ESOP 2015 are annexed to this report as Annexure - V. The said disclosures on SITI ESOP 2015 will also be available on Companys website www.sitinetworks.com. The certificate of Secretarial Auditor of the Company M/s Amit Agrawal & Associates (Firm Registration No. P2001DE091000), certifying that the SITI ESOP 2015 have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders, will be placed at the 18^th 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, 2024 the Authorised Capital of the Company is Rs.1,300 million comprising of 1,290,000,000 Equity Shares of Re.1/- each and 10,000,000 Preference Shares of Re.1/- each and the Paid-up Share Capital of the Company is Rs.872.08 million comprising 872,053,848 Equity Shares of Re.1/- each fully paid-up and 23,436 Preference Shares of Re.1/- each fully paid-up.

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

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) is provided in this Annual Report together with the Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations.

Pursuant to sub-regulations (2A) and (2B) of Regulation 15 of SEBI Listing Regulations, during the CIRP period, the Company is fully exempt from the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI Listing Regulations, including with regard to holding requisite number of meetings in a year and composition of the Board of Directors and its Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.

In terms of Schedule V of the SEBI 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 SEBI Listing Regulations are presented as separate section forming part of the Annual Report.

In compliance with the requirements of Act and SEBI Listing Regulations, various Policies of the Company are in place which inter-alia include 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 and Dividend Policy. All these policies and codes have been uploaded on Companys website www.sitinetworks.com.

Corporate Social Responsibility

The provisions of Section 135(5) of the Act, 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 Act are contained in Note No.6 & 42 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 Act, I & B Code and SEBI Listing Regulations.

During the financial year 2023-24, there are no materially significant related party transactions by the Company with Promoters, Directors, Key Managerial Personnel 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 during the CIRP period, specifying the nature, value and terms and conditions of the transactions including the arms-length justification, were placed before the Committee of Creditors constituted under I & B Code, for its prior approval. 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 SEBI Listing Regulations and accordingly, no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.

iii. Extract of Annual Return: The extract of annual return in MGT-9 as required under Section 92(3) of the Act 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 Act 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 of the Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy enables the employees and other stakeholders to report to the Management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said policy is available on website of the Company at www.sitinetworks.com.

vi. Risk Management: Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team. The risks that matter and their mitigation plans are updated and reviewed periodically by the senior management and integrated in the business plan for each year. In the opinion of the Management and RP, currently, there are no risks that may threaten existence of the Company.

vii. Sexual Harassment: The Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees, etc.) and has zero tolerance for Sexual Harassment at workplace. The Company has adopted a Policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and has constituted Internal Complaints Committee to redressal complaints received regarding sexual harassment.

During the year under review, your Company has not received any complaint on sexual harassment.

viii. Regulatory Orders: The Honble National Company Law Board ("NCLT"), Mumbai vide its order dated February 22, 2023 on the petition filed by Indusind Bank Ltd., had admitted the Company under Corporate Insolvency Resolution Process ("CIRP") and had appointed Mr. Rohit Mehra (Insolvency Professional Registration No. IBBI/IPA-001/IP-P00799/2017-218/11374) as Interim Resolution Procession of the Company (who was subsequently appointed as Resolution Professional by the Committee of Creditors). Subsequently, the Honble National Company Law Appellate Tribunal, New Delhi ("NCLAT") vide its order dated March 7, 2023, on an appeal filed by Ms. Shilpi Asthana, Independent Director (power suspended), stayed the operation of Honble NCLT order dated February 22, 2023. However, NCLAT vide its order dated August 10, 2023, dismissed the said appeal and set aside the stay order dated March 7, 2023.

Except as mentioned herein-above, no significant or material orders were passed by the regulators or courts or tribunals which impact the ongoing concern status and Companys operations in future.

ix. Application made by your Company or any such proceeding pending under the insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

(a) Your Company has filed an Application under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai against Pioneer Channel Factory Ltd. ("Pioneer Channel") claiming an amount of Rs.2.34 million from Pioneer Channel on account of non-payment of agreed placement fee in terms of the Agreement executed between the Company and Pioneer Channel. The matter has been disposed of by order dated 31 October 2023.

(b) Your company has filed a Statement of Claim before the Official Liquidator at New Delhi against Macro Commerce Pvt. Ltd. ("Macro Commerce"), which has been undergoing CIRP, claiming an amount of Rs.4.83 million in terms of agreements executed between Your Company and Macro Commerce. Your Company has received an amount of Rs.2.45 million. This matter is pending before the Official Liquidator for further proceedings.

(c) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against Shop CJ Network Pvt. Ltd. ("Shop CJ"), which has been undergoing CIRP, claiming an amount of Rs.8.22 million before the Official Liquidator in terms of agreements executed between Your Company and Shop CJ. The official Liquidator has released an amount of Rs.5.34 million to your Company so far. This matter is pending before Official Liquidator for further proceedings.

(d) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against Fearless Media Pvt. Ltd. ("Fearless Media"), which has been undergoing CIRP, claiming an amount of Rs.0.59 million from Fearless Media on account of non-payment of agreed placement fee in terms of the Agreement executed between your Company and Fearless Media. This matter is pending before the Official Liquidator for further proceedings.

(e) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against Mi Marathi Media Ltd. ("Mi Marathi"), which has been undergoing CIRP, claiming an amount of Rs.0.40 million from Mi Marathi on account of non-payment of agreed placement fee in the terms of the Agreement executed between your Company and Mi Marathi. This matter is pending before Official Liquidator for further proceedings.

(f) Your Company has filed an Application under Section 9 of the Insolvency and Bankruptcy Code 2016, before the Honble NCLT, Mumbai, against TV Home Shopping Network Ltd. claiming an amount of Rs.4.40 million on account of non-payment of agreed placement fee in terms of the Agreement executed between your Company and TV Home Shopping Network Ltd. This matter is pending before Honble NCLT, Mumbai for further proceedings.

(g) Your Company has filed an Application under Section 9 of the Insolvency and Bankruptcy Code 2016, before the Honble NCLT, Mumbai against Broadcast Initiatives Ltd. claiming an amount of Rs.3.62 million on account of non-payment of agreed placement fee in terms of the Agreement executed between your Company and Broadcast Initiatives Ltd. The matter was dismissed for want of prosecution. Your Company is in the process of filing a restoration application for further adjudication.

Application made against your Company or any such proceeding pending under the insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

(a) IndusInd Bank Ltd. had filed a Petition against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in repayment of Term Loans availed by the Company. The outstanding claimed by IndusInd Bank was Rs.1,488.29 million. In said matter, the Honble NCLT, Mumbai vide its order dated February 22, 2023, inter-alia, has admitting the Company under CIRP and has appointed Mr. Rohit Mehra (Insolvency Professional Registration No. IBBI/IPA-001/IP-P00799/2017-218/11374) as the Interim Resolution Professional (who was later on appointed as Resolution Professional of the Company by the Committee of Creditors). Subsequently, the Honble National Company Law Appellate Tribunal ("NCLAT"), New Delhi vide its order dated March 7, 2023, on an appeal filed by Ms. Shilpi Asthana, Independent Director (power suspended), stayed the operation of Honble NCLT order dated February 22, 2023. However, the Honble NCLAT vide its order dated August 10, 2023, dismissed the said appeal and set aside the stay order dated March 7, 2023.

(b) Housing Development Finance Corporation Ltd ("HDFCL") has filed a Petition against your Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in repayment of loan. The outstanding claimed by HDFCL was Rs.2,960.64 million as on 31.01.2022. The Honble NCLT vide its order dated March 6, 2023, has, inter- alia, dismissed the said petition, as it became infructuous as that Company has already been admitted under CIRP vide order dated February 22, 2023, of the Honble NCLT, Mumbai.

(c) IDBI Bank Limited ("IDBI") has filed a Petition against your Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in payment of loans. The outstanding claimed by IDBI was Rs.1,684.58 million. The Honble NCLT vide its order dated February 28, 2023, has, inter alia, dismissed the said petition, as it became infructuous as that Company has already been admitted under CIRP vide order dated February 22, 2023, of the Honble NCLT, Mumbai.

(d) Axis Bank Ltd ("Axis") has filed an Application against your Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in payment of loan. The outstanding claimed by Axis was Rs.2320.25 million as on 01.06.2023. The Honble NCLT vide its order dated August 25, 2023, has, inter- alia, dismissed the said application, as it became infructuous as that as the Company has already been admitted under CIRP vide order dated February 22, 2023, of the Honble NCLT, Mumbai.

x. Reporting of frauds by auditors: During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or RP, under Section 143(12) of the Act, 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.

xi. 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.

xii. 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 Act 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 and conserve energy as far as possible.
ii. The steps taken by the Company for utilizing alternate sources of energy
iii. The capital investment on energy conservation equipments
Technology Absorption:
i. The efforts made towards technology absorption	Your Company uses latest technology and equipment for distribution of Cable TV signals. However, since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
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 Rs.0.00 million and outgo of Rs.50.70 million.

Human Resources & Particulars of Employees

As we look to the future, our values represent the attributes and actions that will help get us there, highlighting the strengths of our heritage and defining our path to future success.

Together, we have a unique opportunity to shape the next chapter of organisational culture and integrate these values into the core of our Company as we evolve. We believe in people development, acknowledging the need for continuous enhancement of skill sets of our people.

By leveraging human capital for competitiveness, we nurture knowledge, entrepreneurship and creativity. We believe these strengths will empower us to successfully compete in a competitive business environment and exploit emerging opportunities. We reward the drive to succeed and the desire to compete with the best in the world.

With people centricity as our core, we prioritise creating a safe, inclusive and harmonious workplace. We are committed to nurturing a culture focussed on meritocracy and innovation, promoting employee growth and welfare. Upholding our ethos of caring and sharing with our people, we regularly invest in their learning and development. Additionally, we continue to maintain strong connections with our employees, treating them as equal partners in our growth journey. During FY 2023-24, we implemented various initiatives such as celebrating birthdays, Yoga Day and festivals to strengthen our HR culture and ensure the overall well-being of our employees.

In terms of the provisions of Section 197(12) of the Act read with Rule 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 – VI, which forms part of this report.

Acknowledgments

We thank the Companys employees, customers, broadcasters, cable operators and other business associates, vendors and shareholders for their continuous supports. We also thanks the bankers, financial institutions, various Governmental Authorities including Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom Regulatory Authority of India, Stock Exchanges, Registrar & Share Transfer Agent and Depositories for their cooperation.

We appreciate and value the contribution made by every member of SITI family.

For Siti Networks Limited	Rohit Mehra
Mumbai,	Resolution Professional
December 2, 2024	IP Registration No. IBB//IPA-OOI/IPP00799/2017-2018/11374.