SITI Networks Ltd. के अकाउंट के लिये नोट

Mar 31, 2024

Disclosures on lease pursuant to Ind AS 116 - Leases

a) The Company has leases for office buildings. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

b) Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings and other premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.

f) Total cash outflow against the lease liabilities for the year ended 31 March 2024 is ? 4.17 million (previous year: ? 5.24 million). Interest on lease for the year ended 31 March 2024 liabilities is ? 0.96 million (previous year ? 1.34 million).

g) Refer note 34 for contractual maturity of lease liabilities.

(ii) Terms/rights attached to:

I) Equity shares

The Company has only one class of equity shares having par value of ? 1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

II) Preference shares

The Company has only one class of 7.25% Non-cumulative redeemable preference shares of ? 1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on 29 December 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon''ble Bombay High Court vide its order dated 17 November 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on 29 December 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares were varied by extending the period of redemption by another three years i.e. till 29 December 2011. Later on 06 June 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited.

Period for redemption of preference shares was extended by a period of five years till 29 December 2026. The preference shares are redeemable at par.

In the event of liquidation of the Company the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital. These instruments are accounted for as liability in accordance with the Ind AS.

(iv) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, refer note 32.

(v) No shares were issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issue or brought back during the current year and last 5 years.

⁽ⁱ⁾ For details of terms of repayment, nature of security & interest rate of borrowings and delays/defaults in repayment of borrowings (current and non-current), refer note 15.1 and note 15.2 respectively.

(ii) Inter corporate deposit pertain to deposit taken from subsidiary carrying an interest rate of 9% per annum (31 March 2023; 9%)

(iii) For disclosure of fair values in respect of financial liabilities measured at amortised cost and analysis of there maturity profiles, refer note 33 & 34 respectively.

(i) As at 31 March 2024 and 31 March 2023 the cash credit facilities are secured by first pari passu charge on the future and current assets of the Company with minimum assets cover ratio 1:1. The Company is required to maintain Debt Service Reserve Account (''DSRA'') for 2 quarter''s interest. The same are further secured by corporate guarantee of an associate Company to maintain DSRA and carries an interest rate of bank borrowing rate 250 basis points (''BBR 250 BPS''), intrinsic value base rate (''IVBR'') and six months marginal cost of funds based lending rate 1.70% (''MCLR 1.70%'') respectively. Since the accounts of the Company have been classified as NPA, covenants compliances are not applicable to the Company.

(ii) For disclosure of fair values in respect of financial liabilities measured at amortised cost and analysis of there maturity profiles, refer note 33 & 34 respectively.

The details of amounts outstanding to micro enterprises and small enterprises under Micro, Small and Medium Enterprises Development Act (MSMED), 2006 are as per available information with the Company.

(i) For disclosure of fair values in respect of financial liabilities measured at amortised cost and analysis of there maturity profiles, refer note 33 & 34 respectively.

(ii) Refer note 35 for related party disclosures

(iii) Refer note 47 for aging schedule of trade payables

The Company has disaggregated the revenue from contracts with customers on the basis of nature of services/goods sold. The Company believes that the disaggregation of revenue on the basis of nature of services/goods sold has no impact on the nature, amount, timing and uncertainty of revenue and cash flows.

31 Employee benefit obligations

Post-employment obligations - gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination equals the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of completed years of service. The expected contribution to the plan for next annual reporting period amounts to K 3.68 million (previous year : f 3.73 million ).

The weighted average duration of the defined benefit obligation as at 31 March 2024 is 11 years (previous year 12 years).

The plan exposes the Company to actuarial risks such as interest rate risk and inflation risk.

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of risk free securities.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company’s liability.

The following tables summarises the components of net benefit expense recognised in the standalone statement of profit and loss and the amount recognised in the standalone balance sheet for the respective plans.

These assumptions were developed by management with the assistance of independent actuary. Discount factors are determined close to each year-end by reference to market yields of nsk free securities that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. Other assumptions are based on current actuarial benchmarks and management’s historical experience.

The present value of the defined benefit obligation was measured using the projected unit credit method.

32 Share-based employee remuneration

Employee Stock Option Plan -ESOP-2015

The Company instituted the Employee Stock Option Scheme -2015 (“SITI ESOP 2015” or "New Plan") to grant equity based incentives to eligible employees. The SITI ESOP-2015 has been approved by the Board of Directors of the Company at their meeting held on 28 May 2015 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on 27 August 2015 to grant upto 33,881,656 options, representing one share for each option upon exercise by the eligible employee at an exercise price determined by the Board/ remuneration committee.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 50%, 35% and 15% of the options will vest in the employee(s) after expiry of one year, two years and three years, respectively, from the date of grant of options. The option grantee must exercise all vested options within a period of four years from the date of vesting and the shares arising on exercise of such options shall not be subject to any lock-in period.

The underlying expected volatility was determined by reference to historical data of the Company''s shares over a period of time since its listing on the Stock Exchange. No special features inherent to the options granted were incorporated into measurement of fair value. The employee remuneration expense has decreased by '' nil million (previous year: decreased by '' nil million), all of this relates to options lapsed/ expired during the year due to resignation of eligible employees.

B. Financial instruments measured at fair value

The following tables present financial assets and liabilities measured at fair value as at balance sheet in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

Valuation technique to determine fair value Optionally convertible debentures (Level 3)

For the year ended 31 March 2024 and 31 March 2023:

The valuation of optionally convertible debentures (''OCD'') has been done using the discounted cashflows method. Discounted cash flow or DCF is the method for estimating the current value of an investment by taking into account its future cash flows. It can be used to determine the estimated investment required to be made in order to receive predetermined returns. The discounted cash flow method is based on the concept of the time value of money, which says that the money that an individual has now is worth more than the same amount in the future.

The valuation exercise is based on the following information:

a) Audited financial Statements of Siti Saistar Digital Media Private Limited and Siti Sin Digital network Pvt. Ltd. (together referred to as ''investee companies'') for the FY 2023-24 comprising Balance Sheet and Profit and Loss account.

b) Projections of the investee companies comprising of Balance Sheet and Profit and Loss account for the FY 2024-25 to FY 2028-29

c) Vanous issues relevant for the valuation including the prospects and outlook of the investee companies / industry etc.

The discounted cash flow method involves discounting the investee companies free cash flows for the explicit forecast period and the perpetuity value thereafter. The free cash flows are discounted by weighted average cost of capital comprising of debt and equity. The risk free rate of 6.84% is considered on the 10 year government zero coupon bond yield as on 31 March 2024.

There have been no transfer between level 1, level 2 and level 3 during the year ended 31 March 2024 and 31 March 2023.

34 Financial risk management objectives and policies Financial risk management

The Company is exposed to various risks in relation to financial instruments. The main types of risks are credit risk, liquidity risk and market risk.

The Company''s risk management is coordinated in close co-operation with the Resoulution Professinal and the Chief Executive Officer focused on securing the Company''s short to medium term cash flows. This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the related impact in these standalone financial statements.

A. Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk on financial reporting date B: High credit risk

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets.

For the purpose of computation of expected credit loss, the Company has analysed the trend of provisions for doubtful trade receivables created in earlier years. The average rate of provision has been computed based on the adjusted sales (excluding those where the Company does not have any historical provision) and provision for doubtful debtors created against those sales.

B. Liquidity risk

Liquidity risk is the risk that suitable sources of funding for the Company''s business activities may not be available.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. Short term liquidity requirements comprises mainly of trade payables, employee dues and other current payables arising during normal course of business as on each balance sheet date. Long term liquidity requirement is assessed by the management on periodical basis and is managed through internal accruals and through funding commitments from shareholders. As at each balance sheet date, the Company''s liabilities having contractual maturities (including interest payments where applicable) are summarised as follows:

C. Market Risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency (?). The risk is measured through a forecast of highly probable foreign currency cash flows.

(ii) Cash flow and fair value interest rate risk

The Company''s mam interest rate nsk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Company''s fixed rate borrowings are carried at amortised cost and are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(i) As per internal assessment performed by the Company of related parties in accordance with Ind AS 24 - Related Party Disclosures, Zee Entertainment Enterprises Limited and Zee Media Corporation Limited are no longer related parties of the Company. However, the Resoutional Professional has classified these companies as related parties under Section 5(24) of the Insolvency and Bankruptcy Code, 2016, which, in case of Zee Entertainment Enterprises Limited, is subject to the order to be passed by the Hon''ble NCLT in Interlocutary Application No. 4910/2023 in CP (IB) 690 of 2022.

(ii) The Company provides long term benefits in the form of gratuity to its KMP along with all employees, the cost and liability of the same is not identifiable for each KMP and hence could not be disclosed.

	As at	As at
	31 March 2024	31 March 2023
36 Capital and other commitments
Estimated amount of contracts remaining to be executed and not provided for (net of advances)	5.82	29.81
37 Contingent liabilities and litigations
i) Claims against the Company not acknowledged as debts*	376.23	376.23
ii) Demands raised by the statutory authorities being contested by the Company: Service tax matters**	2,203.41	2,203.41
VAT/ Sales tax matters**	196.36	196.36
Claims contingently admitted under CIRP***	3,391.56

* excludes pending cases/litigations including ones with business associates/statutory authorities where the management believes that no material liability will devolve on the Company in respect of these litigations or where amount of liability is not ascertainable. These are net of amounts deposited under protest amounting to f 55.74 million (previous year: f 55.74 million).

*** (i) Claim for Power Grid Corporation of India has been admitted contingently subject to the outcome of the appeal filed by Power Grid Corporation in TDSAT.

(ii) Claim from the Assistant Commissioner (Sales Tax)* Andhara Pradesh has been admitted contingently as appeal has been filed against the order of the department.

(iii) The Department of Telecommunications has submitted its claim in two parts: A (K 11,352 million) & B (K 11,520 million). The DOT vide its letter dated 20-08-2024 has intimated to the corporate debtor that the effective date of surrender of the ISP licence has now been amended to 31-08-2015 basis representations from the corporate debtor. Accordingly, claims made by the DOT post 31-08-2015 till 26-012019 is now rejected. Further the claim of the DoT up 31-08-2015 is admitted contingently pursuant to the appeal filed by DOT against the TDSAT order in Netmagic which is currently pending before the Supreme Court.

iii) The Directorate of Revenue Intelligence (DRI), Bangalore, under section 108 of the Custom Act, 1962, had inquired about the classification of viewing cards for applicability of customs duty. The Company had, suo-moto, paid K 20.00 million (previous year K 20.00 million) under protest and had received a show cause notice with a demand for K 1,030.49 million (previous year K 1,030.49.22 million). The matter is adjourned to 24 August 2022. The Company is confident that the demand will not sustain, therefore no provision has been made in these financial statements and the amount demanded has been considered as contingent liability.

iv) Siti Network Limited got a demand for K 340.25 million from Zee Entertainment Limited against alleged re-transmitting it''s channels during the disconnection period from 06 May 2023 to 25 February 2024. However, no provision has been made in the financial statements against such demand in the absence of working / basis for the demand.

The tax losses expire in assessment year 2024-2025. The deductible temporary differences which includes unabsorbed depreciation and provision for doubtful debts do not expire under the current income tax legislation.

40 Capital management

The Company aim to manage its working capital efficiently so as to safeguard its ability to continue as a going concern given that it is currently under resolution process. The working capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the working capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company’s policy is to maintain a stable and strong working capital structure with a focus on net assets so as to maintain business continuity and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its working capital structure.

42 Information under Section 186 (4) of the Companies Act, 2013

There are no investments or loan given or guarantee provided or security given by the Company other than the investments and loans in these standalone financial statements, which have been made predominantly for the purpose of business.

43 The Company predominantly operates in a single business segment of cable distribution in India only. Hence there are no separately reportable business or geographical segments as per Indian Accounting Standard (‘Ind AS’) 108 on Operating Segments. The aforesaid is in line with the way operating results are reviewed by the chief operating decision maker(s).

44 Exceptional items in the standalone financial statements include the following:

a) During the year ended 31 March 2024, gain on account of settlement of borrowings amounting to K 696.84 million was booked and dimunition in the value of investments in subsidiaries amounting to K 72.17 million was booked.

b) During the year ended 31 March 2023, dimunition in the value of investments in subsidiaries amounting to K 346.20 million was booked.

45 For the year ended 31 March 2024, the ‘Subscription income’ included in the ‘Revenue from operations’ in these financial statements, inter alia, includes the amounts payable to the broadcasters towards their

share per Tariff order 2017 in relation to the pay channels subscribed by the customers. The aforementioned corresponding amounts (i.e. Broadcaster’s share) has also been presented as an expense in these

financial statements. The said amount is K 3,063.47 million for the year ended 31 March 2024 (previous year: K 3,284.54) in the standalone financial statements.

Had these expenses been disclosed on net basis, the ‘Revenue from operations’ and the ‘Pay channel costs’ each would have been lower by K 3,063.47 million for the year ended 31 March 2024 (previous

year: K 3,284.54) in the standalone financial statements. However, there would not have been any impact on the net loss for the period then ended in standalone financial statements.

49 No dividend was paid during the current year as well as in preceding financial year. Further no dividend is proposed for the current financial year.

50 The Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity has received presidential assent on 28 September 2020. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

51 There are no transactions that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 which have not been recorded in the books of account.

52 The Company is undergoing Corporate Insolvency Resolution Process (CIRP) pursuant to order dated 22 February 2023 (“Admission Order”) passed by Hon’ble National Company Law Tribunal (NCLT''), Mumbai, under the provisions of Insolvency and Bankruptcy Code, 2016 (“Code”/ “IBC”). By the Admission Order, Mr. Rohit Mehra was appointed as the interim Resolution Professional of the Company. The Admission Order was challenged by one of the Directors (powers suspended) of the Company before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”) in an Appeal. By order dated 7 March 2023 (“Stay Order”), the Hon’ble NCLAT issued notice in the Appeal and passed an interim order staying the operation of the Admission Order. Pursuant to the Stay Order, the control and management of the Company was handed back to the Directors (powers suspended) of the Company by the Interim Resolution Professional. By order dated 10 August 2023, the Hon’ble NCLAT dismissed the Appeal, along with all interim applications (“NCLAT Final Order”) and upheld the Admission Order reinstating the CIRP of the Company. Mr. Rohit Mehra was subsequently confirmed as the Resolution Professional of the Company by the committee of creditors. Further, a moratorium in terms of Section 14 of the IBC is in force with respect to the affairs of the Company during its ongoing CIRP.

The Resolution Professional has filed an application to NCLT Mumbai seeking clarification with respect to the treatment of liabilities, obligations, and claims incurred arising during the Stay Period i.e., from 7 March 2023 to 10 August 2023 and cut-off date for certain activities. In relation to the clarification sought, multiple broadcasters have also filed applications with NCLT, Mumbai for release of costs by the Resolution Professional related to the services provided during the Stay Period. These applications are also pending adjudication.

53 The standalone financial statements for the year ended 31 March 2024 have been signed by the Chief Executive Officer and the Resolution Professional (RP) while exercising the powers of Board of Directors of the Company which has been conferred upon him in terms of the provisions of Section 17 of the Insolvency and Bankruptcy Code 2016.

54 The Statutory Auditors have disclaimed their opinion in the audit report in respect of the standalone financial statements for year ended 31 March 2024.

55 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 Company’s 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.

Accordingly, there exists a material uncertainty about the Company’s ability to continue as a going concern since the future of the Company is dependent upon the successful implementation of the Resolution plan. Since the CIRP is currently in progress, as per the Code, it is required that the Company be managed as a going concern during the CIRP period. The standalone financial statements have been prepared assuming going concern basis of accounting, although there exists material uncertainty about the Company’s ability to continue as going concern since the same is dependent upon the successful implementation of a resolution plan as and when approved by NCLT.

56 Pursuant to the commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, the Resolution Professional has begun to receive claims from financial creditors, operational creditors, statutory authorities, employees and other creditors as on 22 February 2023 and if any changes/updates which have happended during the stay period on CIRP upto 10 August 2023. As per the last update on 5 September 2024, the financial creditors have submitted claims amounting to ? 12,060.33 million, out of which ? 11,292.65 million have been admitted by the Resolution Professional. Further, the operational creditors, statutory authorities, employees and other creditors have submitted claims amounting to ? 19,834.60 million as on 10 August 2023, out of which ? 7,066.86 million has been admitted and ? 3,391.56 has been contingently admitted by the Resolution Professional.

57 Pursuant to the commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, certain information including the minutes of meetings of the Committe of Creditors (''CoC'') held on various dates, ongoing litigations in NCLT including the one 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, and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the member of CoC members and Hon’ble NCLT.

However, the stock exchanges have been informed about the convening of the meeting of the committee of creditors and the same was released by them as public anouncement.

58 One of the subsidiaries of the Company, Siti Broadband Services Private Limited, which is undergoing Corporate Insolvency Resolution Process by an order dated 31 October 2023, has not been audited by their statutory auditors and have not been approved/ signed by the Resolution Professional appointed for this subsidiary.

59 One of the subsidiaries of the Company, Siti Jind Digital Media Communications Private Limited, which is undergoing Corporate Insolvency Resolution Process by an order dated 22 March 2024, has not been audited by their statutory auditors and have not been approved/ signed by the Resolution Professional appointed for this subsidiary.

60 The Company has not carried out recoverability and/ or impairment assessment for any of its subsidiaries as at 31 March 2024.

61 For the year ended 31 March 2024, the ‘Subscription income’ included in the ‘Revenue from operations’ in these financial statements, inter alia, includes the amounts payable to the broadcasters towards their share in relation to the pay channels subscribed by the customers. The aforementioned corresponding amounts (i.e. Broadcaster’s share) has also been presented as an expense in these financial statements. The said amount of ? 3,284.54 million for year ended 31 March 2024 in the standalone financial statements.

Had these expenses been disclosed on net basis, the ‘Revenue from operations’ and the ‘Pay channel, carriage sharing and related costs’ each would have been lower by ? 3,284.54 million for year ended 31 March 2024 in the standalone financial statements. However, there would not have been any impact on the net loss for the year ended in the standalone financial statements.

62 The Resolution Professional has filed an application ag^mst members of the erstwhile management of the Company under section 25(2)(j) read with Section 66 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 35(A)(3) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 seeking relief against certain fraudulent and wrongful trading transactions undertaken by the Corporate Debtor under the erstwhile management prior to the insolvency commencement date.

63 Zee Entertainment Enterprises Limited (ZEEL'') vide its letter dated 4 August 2023, informed the Company that it has discharged the liability of the Company towards IndusInd Bank Limited for a term loan amounting to ? 1175.81 million for ? 880.00 million (inclusive of outstanding interests) in which ZEEL had provided the Debt Service Reserve Account (DSRA guarantee''). As a result, ZEEL stands subrogated in place of IndusInd Bank Limited vis a vis Company as per the applicable laws.

Further, ZEEL has also executed a Settlement Agreement with Standard Chartered Bank (''SCB”) in regards to the outstanding dues to SCB by the Company. SCB has issued a No Dues Certificate dated 8 January 2024 confirming receipt of all dues from ZEEL as per the Settlement Agreement. ZEEL has discharged the liability of the Company towards SCB for a term loan amounting to ? 1001.03 million for ? 600.00 million (inclusive of outstanding interest) in which ZEEL had provided the Debt Service Reserve Account (DSRA guarantee''). As a result, ZEEL stands subrogated in place of SCB vis a vis Company as per the applicable laws. The Resolution Professional has admitted the claims of ZEEL with regard to the dues of the Company to IndusInd Bank and SCB. However, since the Resolution Professional has classified ZEEL as a related party under Section 5(24) of the Insolvency and Bankruptcy Code, 2016, ZEEL is not a member of the committee of creditors. An application has been filed by ZEEL before NCLT, Mumbai regarding its non-inclusion in the CoC and the same is pending.

Further, ZEEL has communicated vide their letter dated 08 July 2024 that it has assigned its dues amounting to ? 1,480.00 million to Vani Agencies Private Limited via an assignment agreement dated 2 July 2024. The claim outstanding in the name of ZEEL has been subrogated to Vani Agencies Private Limited.

64

During the year ended 31 March 2024, the bank and financial institutions exercising their rights under various facility agreements have received an amount of ? 1,230.00 million from the Company’s bank account against the borrowings which have been classified as non-performing asset (NPA). Due to non-availability of confirmations from certain lenders, the Company has adjusted such amounts, with the liability for ‘Principal Outstanding’ on borrowings in the books of accounts.

In connection with the above appropriation, Asset Reconstruction Company (India) Limited, one of the financial creditors of the Company, has filed an application with NCLT, Mumbai seeking directions that moratorium was in force during the stay period (i.e., from 7 March 2023 to 10 August 2023) and directions against certain creditors to refund the amount appropriated by them during the Stay Period.

65 As on 31 March 2024, the Company has defaulted in repayment of bank loans and its accounts have been classified as Non-Performing Assets (NPA) by the lenders under the Consortium. The Company have not provided for additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks & financial institutions with the Company and in accordance with the requirements of Ind AS 109, Financial Instruments.

66 Corporate Social Responsibility (CSR)

In view of losses during the year and insufficient profits in the previous year, expenditure on CSR is not applicable for current and previous financial year.

67 Additional Regulatory Information required by Schedule III to the Companies Act 2013

(A)(i) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(A) (ii) The Company has not received any funds from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(B) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(C) Company has borrowing from banks and financials institutions (FIs) secured by current assets as mentioned in note 40. These borrowings are declared as non-performing assets (NPAs) by the respective banks and FIs. Due to this, company is under discussion with the banks for re-structuring of its loans. As a result, Company has not been filing any quarterly returns or statements of current assets with the banks or FIs.

(D) The Company has not made any investment therefore requirements prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 are not applicable to the Company.

(E) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(F) The Company has not traded or invested in crypto currency or virtual currency during the year.

(G) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(H) The Company does not have any transaction with struck off companies during the year.

(I) The Company does not have any Property, plant and equipment to be classified as investment property.

(J) The Company has not revalued any of its Property, plant and equipment.

(K) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(L) No loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties either severally or jointly with any other person.

68 There are no proceedings that has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

69 The Company is not declared willful defaulter by any bank or financial Institution or other lender.

70 Previous period figures have been re-grouped / reclassified wherever necessary, to conform to current period''s classification in order to comply with the requirements of the amended Schedule III of the Companies Act, 2013 effective from 01 April 2021.

71 Post reporting date events

No adjusting or significant non-adjusting events have occurred between 31 March 2024 and the date of authorisation of these standalone financial statements.

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Mar 31, 2023

n) Provisions, contingent assets and contingent liabilities

Provisions are recognised only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed for:

• Possible obligations which will be confirmed only by future events not wholly within the control of the Company; or

• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are disclosed when probable and recognised when realisation of income is virtually certain.

o) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the year is adjusted for the effects of mandatorily convertible instrument in compliance with Ind AS 33.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares except for anti-dilutive potential equity shares.

p) Leases

The Company''s lease asset classes primarily consist of leases for buildings. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line-basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.

q) Tax expense

Tax expense comprises current tax and deferred tax. Current tax is the amount of the tax for the period determined in accordance with the Income-tax Act, 1961. Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted at the end of the reporting period. Current income-tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss (either in other comprehensive income or in equity). Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Such assets are reviewed at each balance sheet date to reassess realisation. Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss, in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income-tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

r) Inventories

Stores and spares are valued at cost on weighted average basis or at net realisable value whichever is lower.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.

s) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company is a multisystem operator providing cable television network services and allied services which is considered as the only reportable segment. The Company''s operations are based in India.

t) Cash flow statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

u) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition. Cash and cash equivalent are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.

v) Equity and reserves

Share capital represents the nominal (par) value of shares that have been issued.

Securities premium includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from securities premium, net of any related income tax benefits.

Other components of equity include the following:

Re-measurement of net defined benefit liability-comprises the actuarial losses from changes in demographic and financial assumptions and the return on plan assets.

Retained earnings includes all current and prior period retained profits and share-based employee remuneration (refer note 14)

All transactions with owners of the parent are recorded separately within equity.

w) Recent accounting pronouncements

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of ''accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its Standalone financial statements.

Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023.

The Company has evaluated the amendment and there is no impact on its Standalone financial statements.

x) Significant management judgement in applying accounting policies and estimation uncertainty

These standalone financial statements have been prepared in accordance with generally accepted accounting principles in India which require management to make estimates and assumptions that affect the reported balances of assets, liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of income and expenses during the periods. Although these estimates and assumptions used in accompanying financial statements are based upon management''s evaluation of relevant facts and circumstances as of date of these standalone financial statements which in management''s opinion are prudent and reasonable, actual results may differ from estimates and assumptions used in preparing accompanying financial statements. Any revision to accounting

estimates is recognised prospectively from the period in which results are known materialise in accordance with applicable accounting standards.

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below.

Significant management judgements

The following are significant management judgements in applying the accounting policies of the Company that have the most significant effect.

Recognition of deferred tax assets - The extent to which deferred tax assets can be recognised is based on the assessment of the probability of the Company''s future taxable income against which the deferred tax assets can be utilised.

Evaluation of indicators for impairment of nonfinancial assets - The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

Property, plant and equipment - Management assess the remaining useful lives and residual values of property, plant and equipment and believes that the assigned useful lives and residual values are reasonable.

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below:

Recoverability of advances / receivables - The

management from time to time reviews the recoverability of advances and receivables. The review is done at least once in a financial year and such assessment requires significant management judgement based on financial position of the counter-parties, market information and other relevant factors.

Defined benefit obligation - Management''s estimate of the defined benefit obligation is based on a number of critical underlying assumptions such as standard rates

of inflation, medical cost trends, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may impact the defined benefit obligation amount and the annual defined benefit expenses.

Contingencies - Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies, claim, litigations etc. against the Company as it is not possible to predict the outcome of pending matters with accuracy.

Fair value measurement

The Company measures certain financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Company uses following measurement techniques:

• The fair value measurement for financial instruments where active market quotes are available is based on the quotes available in the principal market for selling the asset or transferring the liability.

• The Company uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm''s length transaction at the reporting date.

• The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

Disclosures on lease pursuant to Ind AS 116 - Leases

a) The Company has leases for office buildings. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

b) Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings and other premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.

c) The table below describes the nature of the Company''s leasing activities by type of right-of-use asset recognised on balance sheet:

(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year Equity shares

There is no movement in equity share capital during current and previous year.

Preference shares

There is no movement in preference share capital during current and previous year.

(ii) Terms/rights attached to:

I) Equity shares

The Company has only one class of equity shares having par value of '' 1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

II) Preference shares

The Company has only one class of 7.25% Non-cumulative redeemable preference shares of '' 1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on December 29, 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon''ble Bombay High Court vide its order dated November 17, 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on December 29, 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares were varied by extending the period of redemption by another three years i.e. till December 29, 2011. Later on June 06, 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited.

31. Employee benefit obligations

Post-employment obligations - gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination equals the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of completed years of service. The expected contribution to the plan for next annual reporting period amounts to '' 3.73 million (previous year : '' 4.81 million).

The weighted average duration of the defined benefit obligation as at March 31, 2023 is 12 years (previous year 13 years). The plan exposes the Company to actuarial risks such as interest rate risk and inflation risk.

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of risk free securities.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company''s liability.

32. Share-based employee remuneration Employee Stock Option Plan -ESOP-2015

The Company instituted the Employee Stock Option Scheme -2015 ("SITI ESOP 2015" or "New Plan") to grant equity based incentives to eligible employees. The SITI ESOP-2015 has been approved by the Board of Directors of the Company at their meeting held on May 28, 2015 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on August 27, 2015 to grant upto 33,881,656 options, representing one share for each option upon exercise by the eligible employee at an exercise price determined by the Board/remuneration committee.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 50%, 35% and 15% of the options will vest in the employee(s) after expiry of one year, two years and three years, respectively, from the date of grant of options. The option grantee must exercise all vested options within a period of four years from the date of vesting and the shares arising on exercise of such options shall not be subject to any lock-in period.

B. Financial instruments measured at fair value

The following tables present financial assets and liabilities measured at fair value as at balance sheet in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The financial assets measured at fair value in the statement of financial position are grouped into the fair value hierarchy as on March 31, 2023 and March 31, 2022 as follows:

34. Financial risk management objectives and policies Financial risk management

The Company is exposed to various risks in relation to financial instruments. The main types of risks are credit risk, liquidity risk and market risk.

The Company''s risk management is coordinated in close co-operation with the board of directors, and focuses on securing Company''s short to medium term cash flows.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the related impact in these standalone financial statements.

A. Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk management Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk on financial reporting date B: High credit risk

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets.

For the purpose of computation of expected credit loss, the Company has analysed the trend of provisions for doubtful trade receivables created in earlier years. The average rate of provision has been computed based on the adjusted sales (excluding those where the Company does not have any historical provision) and provision for doubtful debtors created against those sales.

B. Liquidity risk

Liquidity risk is the risk that suitable sources of funding for the Company''s business activities may not be available. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. Short term liquidity requirements comprises mainly of trade payables, employee dues and other current payables arising during normal course of business as on each balance sheet date. Long term liquidity requirement is assessed by the management on periodical basis and is managed through internal accruals and through funding commitments from shareholders. As at each balance sheet date, the Company''s liabilities having contractual maturities (including interest payments where applicable) are summarised as follows:

(ii) Cash flow and fair value interest rate risk

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Company''s fixed rate borrowings are carried at amortised cost and are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

35. Related party transactions

In accordance with the requirements of Ind AS 24, ''Related Party Disclosures'', the names of the related party where control exists/able to exercise significant influence along with the transactions and year-end balances with them as identified and certified by the management are given below:

(i) Promoter and Promoter Group**

Direct Media Solutions LLP

Digital Satellite Holdings Private Limited

Manaaska Fashions LLP

Digital Satelite Media And Broadband Private Limited

Bioscope Cinemas Pvt. Ltd

Direct Media And Cable Private Limited

Arrow Media & Broadband Private Limited

Essel Media Ventures Limited

(ii) Enterprises owned or significantly influenced by Promoter/Promoter Group

Zee Media Corporation Limited*

* As per internal assessment performed by Company of related parties in accordance with IND AS 24, Zee Media Corporation Limited is no longer a related party of the Company.

(iii) Names of related parties where control exists Subsidiary companies

Indian Cable Net Company Limited Central Bombay Cable Network Limited Siticable Broadband South Limited

Master Channel Community Network Private Limited (Subsidiary of Central Bombay Cable Network Limited)

Siti Vision Digital Media Private Limited

Siti Jind Digital Media Communications Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Jony Digital Cable Network Private Limited

Siti Krishna Digital Media Private Limited

Siti Faction Digital Private Limited

Siti Guntur Digital Network Private Limited

Siti Maurya Cable Net Private Limited (Subsidiary of Indian Cable Net Company Limited)

Siti Karnal Digital Media Network Private Limited

Siti Global Private Limited

Siti Siri Digital Network Private Limited

Siti Broadband Services Private Limited

Siti Prime Uttaranchal Communication Private Limited

Siti Sagar Digital Cable Network Private Limited

Siti Saistar Digital Media Private Limited

Variety Entertainment Private Limited

Indinet Service Private Limited (Subsidiary of Indian Cable Net Company Limited)

E-Net Entertainment Private Limited (Subsidiary of Siti Broadband Services Private Limited)

Siti Networks India LLP

Meghbela Infitel Cable & Broadband Private Limited (hereinafter referred as "MICBPL") (w.e.f. June 08, 2021)

(iv) Associate companies

C&S Medianet Private Limited

(v) Joint ventures

Wire and Wireless Tisai Satellite Limited

Paramount Digital Media Services Private Limited (Joint Venture of Variety Entertainment Private Limited)

(vi) Key management personnel (KMP)

Mr. Anil Kumar Malhotra, Chief Executive Officer (till December 31, 2021)

Mr. Sanjay Berry, Chief Financial Officer (till June 30, 2021)

Ms. Kavita Kapahi, Independent Director

Prof. Sunil Kumar Maheshwari, Independent Director

Mr. Suresh Arora, Whole Time Director

Mr. Bhanu Pratap Singh, Independent Director

Mr. Amitabh Kumar, Additional Director

Mr. Raj Kumar Gupta, Independent Director (till September 28, 2021)

Ms. Shilpi Asthana, Independent Director (w.e.f. December 27, 2021)

Mr. Yogesh Sharma Chief Executive Officer (w.e.f. January 01, 2022)

Mr. Vikash Khanna, Chief Financial Officer (w.e.f. October 08, 2021 till March 31, 2023)

Mr. Suresh Kumar, Company Secretary

Mr. Vikram Singh Panwar, Chief Financial Officer (w.e.f. April 15, 2023)

40. Capital management

The Company''s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year. The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding requirements are met through a mixture of equity, internal fund generation and other non-current borrowings. The Company''s policy is to use current and non-current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net debt). The Company is not subject to any externally imposed capital requirements. Net debt are borrowings (including current maturities)and lease liabilities as reduced by cash and cash equivalents, other bank balances and margin money deposit. Equity comprises all components including other comprehensive income.

42. Information under Section 186 (4) of the Companies Act, 2013

There are no investments or loan given or guarantee provided or security given by the Company other than the investments and loans in these standalone financial statements, which have been made predominantly for the purpose of business.

43. The Company predominantly operates in a single business segment of cable distribution in India only. Hence there are no separately reportable business or geographical segments as per Indian Accounting Standard (''Ind AS'') 108 on Operating Segments. The aforesaid is in line with the way operating results are reviewed by the chief operating decision maker(s).

44. Exceptional items in the standalone financial statements include the following:

During the year ended March 31, 2023:

Exceptional items in the standalone financial results include the following:

a) During the quarter and year ended March 31, 2023, dimunition in the value of investments in subsidiaries amounting to '' 346.20 million was booked.

The total impact of (a) above on the standalone financial results for the year ended March 31, 2023 amounts to '' 346.20 million.

During the year ended March 31, 2022:

a) Exceptional items for the year ended March 31, 2022 for '' 12.80 million (net of reversal of '' 4.42 million in quarter ended March 31, 2022) pertains to the write off of old indirect tax balances.

b) During the year ended March 31, 2022, in view of prevailing COVID-19 situation and considering other factors, management assessed the likelihood of recovery of certain balances from a customer and has provided for an amount of '' 208.33 million respectively which is doubtful for recovery.

c) During the quarter and year ended March 31, 2022, diminution in value of investment in Siti Jai Maa Durgee Communications Private Limited amounting to '' 16.83 million was booked.

The total impact of (a), (b) and (c) above on the standalone financial results for the year ended March 31, 2022 amounts to '' 237.96 million.

45. For the year ended March 31, 2023, the ''Subscription income'' included in the ''Revenue from operations'' in these financial statements, inter alia, includes the amounts payable to the broadcasters towards their share per Tariff order 2017 in relation to the pay channels subscribed by the customers. The aforementioned corresponding amounts (i.e. Broadcaster''s share) has also been presented as an expense in these financial statements. The said amount is '' 3,284.54 million for the year ended March 31, 2023 (previous year: '' 3,369.65) in the standalone financial statements.

53. Additional Regulatory Information required by Schedule III to the Companies Act 2013

(A) (i) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any

other sources or kind of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The Company has not received any funds from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(B) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(C) Company has borrowing from banks and financials institutions (FIs) secured by current assets as mentioned in note 41. These borrowings are declared as non-performing assets (NPAs) by the respective banks and FIs. Due to this, company is under discussion with the banks for re-structuring of its loans. As a result, Company has not been filing any quarterly returns or statements of current assets with the banks or FIs.

(D) The Company has not made any investment therefore requirements prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 are not applicable to the Company.

(E) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(F) The Company has not traded or invested in crypto currency or virtual currency during the year.

(G) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(H) The Company does not have any transaction with struck off companies during the year.

(I) The Company does not have any Property, plant and equipment to be classified as investment property.

(J) The Company has not revalued any of its Property, plant and equipment.

(K) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(L) No loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties either severally or jointly with any other person.

54. Housing Development Finance Corporation Limited (''HDFCL'') had filed an application against the Company under section 7 of the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal (''NCLT''), Mumbai for initiation of Corporate Insolvency Resolution Process (''CIRP'') on account of default in repayment of borrowings taken from bank amounting to '' 2,960.60 million. Later on, HDFCL assigned the said loan to Assets Care & Reconstruction Enterprise Limited (''ACREL'') and ACREL assigned the same to Assets Reconstruction Company (India) Limited. The petition filed by HDFCL became infructuous and was dismissed by NCLT vide its order dated March 6, 2023 as the Company was undergoing CIRP vide order dated February 22, 2023 bearing CP No. 690 of 2022 before Court No. 3. Simultaneously, IndusInd Bank Limited has filed an application against the Company under section 7 of the Insolvency and Bankruptcy Code, 2016 before NCLT, Mumbai for initiation of CIRP on the ground that the Company has defaulted in making repayment of '' 1,488.29 million. Vide order dated February 22, 2023, NCLT, Mumbai had ordered for initiation of CIRP against Company and appointed an Insolvency Resolution Professional. Subsequently, the order was challenged by the suspended Director of the Company. National Company Law Appellate Tribunal (''NCLAT'') vide its interim order dated March 07, 2023 stayed the initiation of the CIRP against Company. Further, Director filed a contempt application before NCLAT in relation to the hassles being faced by Company on account of non-cooperation from banks. NCLAT has admitted the contempt application. The main petition in appeal and the contempt application are listed for final arguments on May 31, 2023.

Furthermore, Zee Entertainment Enterprises Limited (''ZEEL'') vide its letter dated April 24, 2023, informed the Company that it has mutually agreed with certain lenders of the Company to settle some of the Company''s outstanding loans in which ZEEL has provided Debt Service Reserve Account (''DSRA guarantee''). Further, vide letter dated May 23, 2023, ZEEL has intimated Company that part payments have been made by ZEEL in March 2023 on account of above settlement. On completion of entire payment, ZEEL will step into the shoes of the lenders of the Company as per the applicable laws."

55. I ndusInd Bank Limited has filed application under Recovery of Debt and Bankruptcy Act 1993 against the Company before Debt Recovery Tribunal (''DRT''), Lucknow for recovery of its outstanding loans of '' 1,488.29 million on August 05, 2022. Written statement has been filed by the Company against which rejoinder has been filed by IndusInd Bank Limited and matter is pending for arguments on admission on the next date of hearing which is yet to be communicated by DRT.

Further, IDBI Bank Limited has filed application under Recovery of Debt and Bankruptcy Act 1993 against the Company before Debt Recovery Tribunal, Lucknow for recovery of its outstanding loans of '' 1,639.22 million on November 28,

2022. Written statement has been filed by the Company against which rejoinder is pending to be filed by IDBI Bank Limited. The next date of hearing is July 03, 2023.

56. Company has filed a petition before the Telecom Disputes Settlement and Appellate Tribunal (''TDSAT''), New Delhi for restoration of signals of Zee Entertainment Enterprises Limited on the Company''s network. TDSAT has passed an interim order pursuant to which, the Company has agreed to deposit an amount of '' 400 million with The Registrar, TDSAT, New Delhi. The next date of hearing is August 10, 2023 for further proceedings.

57. Aditya Birla Finance Limited (''ABFL'') had filed two petitions against the Company before the Delhi High Court. The first petition pertains to the arbitration to adjudicate dispute arising out of terms of the loan agreement and the second petition for interim protection against assets of the Company. Delhi High Court vide its interim order dated December 23, 2021, has restrained the Company from making any payment to its related parties and said interim order is presently operative. Further, the company in compliance with the order dated March 28, 2022, passed by Delhi High Court, has deposited an amount of '' 238 million with the Registry, Delhi High Court and has been adjusted against the net amount payable to Zee Entertainment Enterprises Limited (''ZEEL''). The Sole Arbitrator has passed an order placing some restrictions on the payments to be made to ZEEL which shall be effective till the final disposal of the arbitral proceedings. The next date of arbitration proceedings is yet to be communicated by the Arbitrator.

58. There is a commercial building appearing in the capital work-in-progress amounting to '' 93.88 million as on March 31, 2023 (previous year: '' 93.88 million), the title deed of the property is yet to be transferred in the name of the Company, however the company has already taken possession of the same. The same was received by the Company during the year as a consideration against the amount receivable from a customer.

59. Previous period figures have been re-grouped / reclassified wherever necessary, to conform to current period''s classification in order to comply with the requirements of the amended Schedule III of the Companies Act, 2013 effective from April 01, 2021.

60. Post reporting date events

As disclosed in note 54, Zee Entertainment Enterprises Limited (''ZEEL'') vide its letter dated April 24, 2023, informed the Company that it has mutually agreed with certain lenders of the Company to settle some of the Company''s outstanding loans in which ZEEL has provided Debt Service Reserve Account (''DSRA guarantee''). Further, vide letter dated May 23,

2023, ZEEL has intimated Company that part payments have been made by ZEEL in March 2023 on account of above settlement. On completion of entire payment, ZEEL will step into the shoes of the lenders of the Company as per the applicable laws.

For DNS & Associates For and on behalf of the Board of Directors of

Chartered Accountants SITI Networks Limited

Firm Registration No.: 006956C

Ankit Marwaha Suresh Arora Amitabh Kumar

Partner Whole Time Director Non-Executive Director

Membership No.: 518749 DIN: 00299232 DIN: 00222260

Yogesh Sharma Suresh Kumar

Chief Executive Officer Company Secretary

Membership No: ACS 14390

Place : Noida Place : Noida Vikram Singh Panwar

Date : May 30, 2023 Date : May 30, 2023 Chief Financial Officer

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Mar 31, 2018

1. NATURE OF OPERATIONS

SITI Networks Limited (formerly SITI Cable Network Limited) (hereinafter referred to as the ''Company'' or ''SNL'') was incorporated in the state of Maharashtra, India. The Company is engaged in distribution of television channels through digital cable distribution network and allied services.

2. GENERAL INFORMATION

SNL, is a public company incorporated and domiciled in India. Its registered office is at Unit No.38, 1^st Floor, A Wing, Madhu Industrial Estate, Pandurang Budhkar Marg, Worli Mumbai-400013. The Company''s shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

Note a) Capital work-in-progress and intangible assets under development include set top boxes, viewing cards (softwares) and plant and equipment amounting to Rs.523.02 million, Rs.73.37 million and Rs.295.23 million respectively (previous year: Rs.1,849.21 million, Rs.180.91 million and Rs.184.70 million respectively) which are yet to be installed.

Note b) For details related to assets pledged as security, refer note 46.

Note c) Refer note 36 for Vehicle finance lease.

Note d) The Company has been capitalising the foreign exchange differences on gross block of Set top boxes amounting to Rs. 6.51 million (previous year: Rs. (64.36) million) and Capital work in progress amounting to Rs.Nil (previous year: Rs. (11.47) million).

For amounts due and terms and conditions relating to related party receivables see note 38.

No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. No trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

Preference shares

There is no movement in preference share capital.

(B) Terms/rights attached to :

Equity shares

The Company has only one class of equity shares having par value of Rs.1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

The Company has only one class of 7.25% Non-cumulative redeemable preference shares of '' 1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on December 29, 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon''ble Bombay High Court vide its order dated November 17, 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on December 29, 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares was varied by extending the period of redemption by another three years i.e. till December 29, 2011. Later on June 6, 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited.

Period for redemption of preference shares was extended by a period of five years till December 29, 2016 which has been further extended for period of five years till December 29, 2021 by Churu Enterprises LLP. The preference shares are redeemable at par.

(D) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, refer note 35.

(E) Terms of securities convertible into equity shares issued along with earliest date of conversion.

The Company had originally issued 142,857,142 warrants on preferential basis upon payment of a consideration of Rs.35 per warrant. Each warrant was convertible into one equity share of Rs.1 each at a premium of Rs.34 per share. Holders of such warrants had an option to convert these warrants into equity shares upon payment of aforesaid consideration on or before eighteen months from the date of allotment of warrants viz February 19, 2016. During the year ended March 31, 2017, at request of holders of such warrants, the Company had converted 57,142,857 warrants into equity shares resulting in increase in equity share capital by Rs.57.14 million.

(F) No shares were issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issue or brought back during the current and last five years. During the year ended March 31, 2017, equity shares were issued on conversion of fully-paid up warrants and OFCDs.

The Company had originally issued 51,428,571 Optionally Fully Convertible Debenture (''OFCDs'') on preferential basis upon payment of a consideration of Rs.35 per OFCD. Each convertible OFCD was convertible into one equity share of Rs.1 each at a premium of '' 34 per share. Holders of such OFCDs had an option to convert these OFCDs into equity shares upon payment of aforesaid consideration on or before eighteen months from the date of allotment of OFCDs, viz. February 19, 2016. During the year ended March 31, 2017, the Company had converted 20,628,571 OFCDs into equity shares pursuant to the exercise of option resulting in increase in equity share capital by Rs.20.63 million. This instrument meets the definition of equity, in accordance with Ind AS 32, as there is no obligation to transfer cash or any other financial asset or issue a variable number of shares.

B Nature and purpose of reserves:

1 Securities premium reserve

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Act.

2 Retained earnings

Retained earnings represent the accumulated earnings net of losses if any made by the Company over the years.

3 General reserve

General Reserve is a free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

4 Other comprehensive Income

Other comprehensive Income includes actuarial gain/(loss) recognise in respective financial year.

5 Foreign currency monetary item translation difference account (FCMITDA)

FCMITDA is created for recording exchange differences arising on restatement of long term foreign currency monetary items, other than for acquisition of fixed assets, and is being amortised over the maturity period of such monetary items.

6 Employee shares based reserve

The reserve is used to recognised the grant date fair value of the options issued to employees under Company''s employee stock option plan.

i) As at March 31, 2018 the cash credit facilities are secured by first pari passu charge on the future and current assets of the Company with minimum assets cover ratio 1:1. The Company is required to maintain DSRA for 2 quarter''s interest. The loans are further secured by corporate guarantee of an associate Company to maintain DSRA and carries an interest rate of BBR 250 BPS, IVBR and six months MCLR 1.70% respectively.

ii) As at March 31, 2017 the cash credit facilities were secured by first pari passu charge on the future and current assets of the Company with minimum assets cover ratio 1:1. The Company was required to maintain DSRA for 1 quarter''s interest. The loan was further secured by corporate guarantee of an associate Company to maintain DSRA and carries an interest rate of Base rate 1.95%.

3. The digitisation of cable networks has been implemented in Phase 1 and 2 cities starting from November 1, 2012 onwards and Phase 3 and 4 cities were to be digitised by January 31, 2017 and March 31, 2017 respectively, as per the extended timelines. Owing to the initial delays in implementation of DAS, all the Multi-System Operators (MSOs) are in transition from analogue regime to DAS and are in the process of implementation of revenue sharing contracts with the local cable operators (LCOs). Accordingly, the Company has invoiced certain LCO''s and recognised subscription revenue based on certain estimates (net basis) derived from market trends and ongoing discussion with the LCOs. Management is of the view that the execution/implementation of such contracts will not have a significant impact on the subscription revenue recognised.

4. EMPLOYEE BENEFIT OBLIGATIONS

Post-employment obligations - gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The expected contribution to the plan for next annual reporting period amounts to Rs.7.68 million.

The weighted average duration of the defined benefit obligation as at March 31, 2018 is 16 years (previous year 16 years).

The plan exposes the Company to actuarial risks such as interest rate risk and inflation risk.

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of risk free securities.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company''s liability.

The following tables summarises the components of net benefit expense recognised in the standalone statement of profit and loss and the amount recognised in the standalone balance sheet for the respective plans.

Defined contribution plans

Contribution to defined contribution plan, recognised as expense for the year are as under :- Employer''s contribution to provident fund and other funds '' 33.21 million (previous year: '' 30.93 million)

5. SHARE-BASED EMPLOYEE REMUNERATION

Employee Stock Option Plan -ESOP-2015

The Company instituted the Employee Stock Option Scheme -2015 ("SITI ESOP 2015" or "New Plan") to grant equity based incentives to eligible employees. The SITI ESOP-2015 has been approved by the Board of Directors of the Company at their meeting held on May 28, 2015 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on August 27, 2015 to grant upto 33,881,656 options, representing one share for each option upon exercise by the eligible employee at an exercise price determined by the Board/remuneration committee.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 50%, 35% and 15% of the options will vest in the employee(s) after expiry of one year, two years and three years, respectively, from the date of grant of options. The option grantee must exercise all vested options within a period of four years from the date of vesting and the shares arising on exercise of such options shall not be subject to any lock-in period.

The underlying expected volatility was determined by reference to historical data of the Company''s shares over a period of time since its flotation on the Stock Exchange. No special features inherent to the options granted were incorporated into measurement of fair value.

The employee remuneration expense has decreased by Rs.16.47 million (previous year: increased by Rs.30.29 million), all of this relates to options lapsed/expired during the year due to resignation of eligible employees.

6. LEASES

Finance lease: Company as lessee

Vehicles obtained on finance lease are for 4 years after which the legal title is passed to the lessee. There is escalation clause in the lease agreement. There are restrictions imposed by the lease arrangements.

Finance lease liabilities (refer note 16 and 22) are secured by related assets held under finance leases.

Operating lease : Company as a lessee

The Company has taken various commercial premises under operating leases. These leases have varying terms, escalation clauses and renewal rights. On renewal the terms of the leases are renegotiated. Rent amounting to Rs.141.02 million (previous year: Rs.139.41 million) has been debited to standalone statement of profit and loss during the year.

B. Financial instruments measured at fair value

The following tables present financial assets and liabilities measured at fair value in the Balance sheet in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

Valuation technique to determine fair value Optionally fully convertible debentures (Level 3)

The valuation of optionally fully convertible debentures has been done using the discounted cash flow method by discounting the investee Companies free cash flows for the explicit forecast period and the perpetuity value thereafter. The free cash flows are discounted by weighted average cost of capital comprising of debt and equity. The risk free rate of 7.64% is considered on the 10 year zero coupon government bond.

There have been no transfer between level 1, level 2 and level 3 during the year ended March 31, 2018 and March 31, 2017.

D. Financial risk management objectives and policies Financial risk management

The Company is exposed to various risks in relation to financial instruments. The main types of risks are credit risk, liquidity risk and market risk.

The Company''s risk management is coordinated in close co-operation with the board of directors, and focuses on securing Company''s short to medium term cash flows.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the related impact in these standalone financial statements.

A. Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk on financial reporting date

B: High credit risk

Concentration of trade receivables

The Company has widespread customers and there is no concentration of trade receivables.

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets.

For the purpose of computation of expected credit loss, the Company has analysed the trend of provisions for doubtful debts created in earlier years. The average rate of provision has been computed based on the adjusted sales (excluding those where the Company does not have any historical provision) and provision for doubtful debtors created against those sales. As per this methodology, the Company has determined the expected credit loss as 5% for customers of subscription and carriage and 15% for advertisement customers.

B. Liquidity risk

Liquidity risk is the risk that suitable sources of funding for the Company''s business activities may not be available.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. Short term liquidity requirements comprises mainly of trade payables and employee dues arising during normal course of business as on each balance sheet date. Long- term liquidity requirement is assessed by the management on periodical basis and is managed through internal accruals and through funding commitments from shareholders. As at each statement of financial position date, the Company''s liabilities having contractual maturities (including interest payments where applicable) are summarised as follows:

C. Market Risk

The Company has foreign currency borrowings in the form of buyers credit and is exposed to change in the exchange rates. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (''). The risk is measured through a forecast of highly probable foreign currency cash flows.

(i) Foreign currency risk

Foreign currency risk exposure:

(ii) Cash flow and fair value interest rate risk

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(a) Interest rate risk exposure

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term financing. The Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. Other borrowings are at fixed interest rates.

q) Direct Media Solutions LLP (formerly known as Direct Media Solutions Private Limited), a stakeholder of the Company, has provided financial support as is necessary to enable the Company to fulfil all its obligations incurred in foreseeable future, atleast upto and including March 31, 2021, to enable it to continue as a going concern until such time period.

Further, the stakeholder has indemnified the Company against certain advances and receivables, if such are not adjusted/recovered in near future. The aforementioned indemnity shall also cover any amounts further advanced and receivable from such parties.

7. CAPITAL AND OTHER COMMITMENTS

Estimated amount of contracts remaining to be executed and not provided for (net of advances) amounting to Rs.174.46 million (previous year: Rs.189.75 million).

8. Previous year''s amounts have been regrouped wherever deemed appropriate.

9. CONTINGENT LIABILITIES AND LITIGATIONS

i) Claims against the Company not acknowledged as debts Rs.108.74 million* (previous year: Rs.33.52 million).

ii) Demands raised by the statutory authorities being contested by the Company:

In the absence of probability of sufficient future taxable income, the Company has recognised deferred tax assets only to the extent of deferred tax liability.

During the financial year 2016-2017, the current tax amount of '' 2.58 million pertains to TDS recoverable written-off. Considering the Company is into continuous losses, no income tax provision has been created for the current year.

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom :

The tax losses expire in assessment year 2019-2024. The deductible temporary differences which includes unabsorbed depreciation and provision for doubtful debts do not expire under current tax legislation.

10. UTILISATION OF PROCEEDS FROM PREFERENTIAL ALLOTMENT

The Company had issued 142,857,142 warrants at Rs.35 per warrant during the year 2015-16. The Company had also issued Optionally Fully Convertible Debenture (OFCD) 51,428,571 each at Rs.35 per OFCD during the year 2015-16. Given below are the details of utilisation of proceeds raised through preferential issue.

11. CAPITAL MANAGEMENT

Risk Management

The Company''s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year. The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments The funding requirements are met through a mixture of equity, internal fund generation and other non-current borrowings. The Company''s policy is to use current and non-current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net debt) . The Company is not subject to any externally imposed capital requirements. Net debt are non-current and current borrowings as reduced by cash and cash equivalents, other bank balances and current investments. Equity comprises all components including other comprehensive income.

12. INFORMATION UNDER SECTION 186 (4) OF THE COMPANIES ACT, 2013

There are no investments or loan given or guarantee provided or security given by the Company other than the investments and loans stated under note 6 in these standalone financial statements, which have been made predominantly for the purpose of business.

13. The Company predominantly operates in a single business segment of cable distribution in India only. Hence there are no separately reportable business or geographical segments as per Indian Accounting Standard (''Ind AS'') 108 on Operating Segments. The aforesaid is in line with the way operating results are reviewed and viewed by the chief operating decision maker(s).

14. Exceptional item amounting to ''46.80 million represents amount incurred towards settlement as a one time cost towards restructuring of the operations to improve efficiencies.

The Company had recognised certain receivables in prior years pertaining to billings done on estimation (net) basis. The Company had reached further negotiations with the customers and had accordingly written off such old receivables amounting to Rs.202.36 million based on management''s best estimates, which were disclosed as exceptional items during the year ended March 31, 2017.

15. POST REPORTING DATE EVENTS

No adjusting or significant non-adjusting events have occurred between March 31, 2018 and the date of authorisation of these standalone financial statements.

16. Exceptional item for the year ended March 31, 2018 represents amount incurred towards settlement as a one time cost towards restructuring of the operations to improve efficiencies.

Further, the Group had recognised certain receivables in prior years pertaining to billings done on estimation (net) basis. The Company had reached further negotiations with the customers and had accordingly written off such old receivables based on management''s best estimates, which have been disclosed as exceptional items during the year ended March 31, 2018 and March 31, 2017 respectively.

17. POST REPORTING DATE EVENTS

No adjusting or significant non-adjusting events have ocured between March 31, 2018 and the date of authorisation of these Consolidated financial statements.

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Mar 31, 2017

B: Nature and purpose of reserves

1 Securities premium reserve

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Act.

2 Retained earnings

Retained earnings represent the accumulated earnings net of losses if any made by the Group over the years.

3 General reserve

General Reserve is a free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

4 Other comprehensive Income

Other comprehensive Income includes acturial gain/(loss) recognise in respective financial year.

5 Foreign currency monetary item translation difference account (FCMITDA)

Foreign currency translation reserve comprises of all exchange differences arising from translation of financial statements of foreign operations.

6 Employee shares based reserve

The reserve is used to recognized the grant date fair value of the options issued to employees under Company''s employee stock option plan.

Terms/ rights attached to preference shares

The Company has only one class of 7.25% Non-cumulative redeemable preference shares of '' 1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on December 29, 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon''ble Bombay High Court vide its order dated November 17, 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on December 29, 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares was varied by extending the period of redemption by another three years i.e. till December 29, 2011. Later on June 6, 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited.

Period for redemption of preference shares was extended by a period of five years till December 29, 2016 which has been further extended for period of five years till December 29, 2021 by Churu Enterprises LLP. The preference shares are redeemable at par.

In the event of liquidation of the Company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital. These instruments are accounted for as liability in accordance with the Ind AS.

i) As at April 01, 2015 the loans were secured by first pari passu charge on the fixed assets and current assets of the Company. The Company was required to maintain debt service reserve account (DSRA) for 2 quarters'' interest. All the loans were further secured by corporate guarantee of an associate Company to maintain DSRA and carried an interest rate of Base rate 3%.

ii) As at March 31, 2017 the loan was secured by first pari passu charge on the future and current assets of the Company with minimum assets cover ratio 1:1. The Company is required to maintain DSRA for 1 quarter''s interest. The loan is further secured by corporate guarantee of an associate Company to maintain DSRA and carries an interest rate of Base rate 1.95%.

The details of amounts outstanding to micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act (MSMED), 2006 are as per available information with the Company.

-Effect of potential equity shares being anti-dilutive has not been considered while calculating diluted weighted average equity shares and diluted earnings per share.

32 The digitization of cable networks has been implemented in Phase 1 and 2 cities starting from November 1, 2012 onwards and Phase 3 and 4 cities were to be digitized by January 31, 2017 and March 31, 2017 respectively, as per the extended timelines. Owing to the initial delays in implementation of DAS, all the Multi-System Operators (MSOs) are in transition from analogue regime to DAS and are in the process of implementation of revenue sharing contracts with the local cable operators (LCOs). Accordingly, the Company has invoiced certain LCO''s and recognized subscription revenue based on certain estimates (net basis) derived from market trends and ongoing discussion with the LCOs. Management is of the view that the execution/implementation of such contracts will not have a significant impact on the subscription revenue recognized.

7.EMPLOYEE BENEFIT OBLIGATIONS Post-employment obligations - gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The expected contribution to the plan for next annual reporting period amounts to '' 8.5 million.

The weighted average duration of the defined benefit obligation as at March 31, 2017 is 16 years (previous year 16 years).

The plan exposes the Company to actuarial risks such as interest rate risk and inflation risk.

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of risk free securities.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company''s liability.

The following tables summarizes the components of net benefit expense recognized in the standalone statement of profit and loss and the amount recognized in the standalone balance sheet for the respective plans.

* Includes current portion Rs, 0. 63 million (March 31, 2016 and April 01, 2015: 0.79 million and 0.69 million respectively) The gratuity plan of the Company is unfunded.

These assumptions were developed by management with the assistance of independent actuaries. Discount factors are determined close to each year-end by reference to market yields of risk free securities that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. Other assumptions are based on current actuarial benchmarks and management''s historical experience.

The present value of the defined benefit obligation was measured using the projected unit credit method.

Defined contribution plans

Contribution to defined contribution plan, recognized as expense for the year are as under :-Employer''s contribution to provident fund and other funds Rs, 30.93 million (previous year Rs, 25.83 million)

8. SHARE-BASED EMPLOYEE REMUNERATION Employee Stock Option Plan -ESOP-2015

The Company instituted the Employee Stock Option Scheme -2015 ("SITI ESOP 2015" or "New Plan") to grant equity based incentives to eligible employees. The SITI ESOP-2015 has been approved by the Board of Directors of the Company at their meeting held on May 28, 2015 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on August 27, 2015 to grant up to 33,881,656 options, representing one share for each option upon exercise by the eligible employee at an exercise price determined by the Board / remuneration committee.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 50%, 35% and 15% of the options will vest in the employee(s) after expiry of one year, two years and three years, respectively, from the date of grant of options. The option grantee must exercise all vested options within a period of four years from the date of vesting and the shares arising on exercise of such options shall not be subject to any lock-in period.

The weighted average share price per share at the date of exercise was Rs, 39.05 per share (no options were exercised during the financial year 2015-2016 and April 01, 2015).

The fair values of options granted under new plan were determined using a variation of the binomial option pricing model that takes into account factors specific to the share incentive plans, such as the vesting period. The following principal assumptions were used in the valuation:

The underlying expected volatility was determined by reference to historical data of the Company''s shares over a period of time since its flotation on the Stock Exchange. No special features inherent to the options granted were incorporated into measurement of fair value.

In total Rs, 30.29 million (previous year Rs, 30.35 million ) of employee remuneration expense (all of which related to equity-settled share-based payment transactions) has been included in profit or loss.

9.LEASES

Finance lease: Company as lessee

Vehicles obtained on finance lease are for 4 years after which the legal title is passed to the lessee. There is escalation clause in the lease agreement. There are restrictions imposed by the lease arrangements. There are subleases.

Finance lease liabilities (refer note 16) are secured by related assets held under finance leases.

B. Financial instruments measured at fair value

The following tables present financial assets and liabilities measured at fair value in the Balance sheet in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

Valuation technique to determine fair value Optionally fully convertible debentures (Level 3)

The valuation of optionally fully convertible debentures has been done using the discounted cash flow method by discounting the investee Companies free cash flows for the explicit forecast period and the perpetuity value thereafter. The free cash flows are discounted by weighted average cost of capital comprising of debt and equity. The risk free rate of 7.14% is considered on the 10 year zero coupon government bond.

D. Financial risk management objectives and policies Financial risk management

The Company is exposed to various risks in relation to financial instruments.The main types of risks are credit risk, liquidity risk and market risk.

The Company''s risk management is coordinated in close co-operation with the board of directors, and focuses on securing Company''s short to medium term cash flows.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the related impact in these standalone financial statements.

A. Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk on financial reporting date B: High credit risk

Concentration of trade receivables

The Company has widespread customers and there is no concentration of trade receivables.

Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets.

For the purpose of computation of expected credit loss, the Company has analysed the trend of provisions for doubtful debts created in earlier years. The average rate of provision has been computed based on the adjusted sales (excluding those where the Company does not have any historical provision) and provision for doubtful debtors created against those sales. Further, the Company has analyzed expected credit loss separately for carriage revenue customer and other than carriage revenue customer primarily because the characteristics and historical losses trend was different in these two streams. As per this methodology, the Company has determined the expected credit loss as 15.5% for customers other than carriage and 5.5% for carriage customers. of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. Short term liquidity requirements comprises mainly of trade payables and employee dues arising during normal course of business as on each balance sheet date. Long- term liquidity requirement is assessed by the management on periodical basis and is managed through internal accruals and through funding commitments from shareholders. As at each statement of financial position date, the Company''s liabilities having contractual maturities (including interest payments where applicable) are summarized as follows:

C. Market Risk

The Company has foreign currency borrowings in the form of buyers credit and is exposed to change in the exchange rates. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the company''s functional currency ( ''). The risk is measured through a forecast of highly probable foreign currency cash flows.

(i) Foreign currency risk

Foreign currency risk exposure:

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in '', are as follows

(ii) Cash flow and fair value interest rate risk

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Company''s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

10. RELATED PARTY TRANSACTIONS_

(i) Names of related parties where control exists_

Subsidiary companies_

Indian Cable Net Company Limited_

Central Bombay Cable Network Limited_

Siticable Broadband South Limited_

Master Channel Community Network Private Limited (Subsidiary of Central Bombay Cable Network Limited)_

Siti Vision Digital Media Private Limited_

Siti Jind Digital Media Communications Private Limited_

Siti Jai Maa Durgee Communications Private Limited_

Siti Bhatia Network Entertainment Private Limited_

Siti Jony Digital Cable Network Private Limited_

Siti Krishna Digital Media Private Limited_

Siti Faction Digital Private Limited_

Siti Guntur Digital Network Private Limited_

Siti Maurya Cable Net Private Limited (Subsidiary of Indian Cable Net Company Limited)_

Siti Karnal Digital Media Network Private Limited_

Siti Global Private Limited_

Siti Siri Digital Network Private Limited (formerly Siri Digital Network Private Limited)_

Siti Broadband Services Private Limited_

Siti Prime Uttaranchal Communication Private Limited (Formerly Capital Digital Multimedia Network Private Limited) w.e.f.

September 30, 2015_

Siti Sagar Digital Cable Network Private Limited (formerly Panchsheel Digital Communication Network Private Limited)

w.e.f. August 22, 2015_

Siti Saistar Digital Media Private Limited (formerly Saistar Digital Media Private Limited) w.e.f. February 12, 2016_

Siti Godaari Digital Services Private Limited (formerly Bargachh Digital Communication Network Private Limited) w.e.f.

January 11, 2016_

Variety Entertainment Private Limited w.e.f. January 29, 2016

Indinet Service Private Limited (Subsidiary of Indian Cable Net Company Limited) w.e.f. August 19, 2015_

Axom Communication & Cable Private Limited (Subsidiary of Indian Cable Net Company Limited) w.e.f. March 31, 2016

(ii) Associate companies_

Siti Chhattisgarh Multimedia Private Limited (Associate of Siti Bhatia Network Entertainment Private Limited)_

Voice Snap Services Private Limited w.e.f. September 19, 2016 (Associate of Variety Entertainment Private Limited)_

(iii) Joint ventures_

C&S Medianet Private Limited w.e.f. May 05, 2016_

Wire and Wireless Tissai Satellite Limited_

(iv) Key Management Personnel (KMP)_

Dr. Subhash Chandra, Director (till April 04, 2015) and Mr V.D. Wadhwa, Executive Director and CEO_

(v) Relatives of KMP**_

Mrs. Shiela Wadhwa_

Mrs.Renu Wadhwa_

(vi) Enterprises owned or significantly influenced by key management personnel or their relatives**_

Zee Entertainment Enterprises Limited_

Zee Media Corporation Limited (formerly known as Zee News Limited)_

Zee Turner Limited_

Essel International Limited_

Essel Media Ventures Limited_

Direct Media & Cable Private Limited_

Digital Satellite Media & Broadband Private Limited_

Arrow Media & Broadband Private Limited_

All India Digital Cable Federation_

** With whom the Company has transactions during the current year and previous year.

Related party transactions

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year:

11. CAPITAL AND OTHER COMMITMENTS

Estimated amount of contracts remaining to be executed and not provided for (net of advances) amounting to Rs, 189.75 million (Previous year Rs, 124.40 million).

12. POST REPORTING DATE EVENTS

No adjusting or significant non-adjusting events have occurred between 31 March 2017 and the date of authorization of these standalone financial statements.

13. CONTINGENT LIABILITIES AND LITIGATIONS

i) Claims against the Company not acknowledged as debts Rs, 33.52 million* (Previous year Rs, 46.52 million).

ii) Demands raised by the statutory authorities being contested by the Company Rs, 273.97 million* (Previous year Rs, 580.43 million).

* excludes pending cases/litigations including ones with business associates/statutory authorities where the management believes that no material liability will devolve on the Company in respect of these litigations or where amount of liability is not ascertainable.

* Closing rate as at March 31, 2017 :1 USD = Rs, 64.84 (March 31, 2016 :1 USD = Rs, 66.33 and March 31, 2015: 1 USD = Rs, 62.59)

14. AUTHORISATION OF FINANCIAL STATEMENTS

These standalone financial statements for the year ended 31 March 2017 (including comparatives) were approved by the board of directors on 26 May 2017.

15. The breakup of year end deferred tax assets and liabilities into major components of the respective balance is as under

In the absence of probability of sufficient future taxable income, the Company has recognized deferred tax assets only to the extent of deferred tax liability.

During the current financial year 2016-2017, the current tax amount of Rs, 2.58 million pertains to TDS recoverable written-off. Considering the Company is into continuous losses, no income tax provision has been created for the current year.

Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit will be available against which the Company can use the benefits there from:

The tax losses expire in assessment year 2018-2024. The deductible temporary differences which includes unabsorbed depreciation and provision for doubtful debts do not expire under current tax legislation.

16. RIGHTS ISSUE UTILISATION

The Company had, during the year 2009-10, issued 236,222,285 equity shares of Rs, 1 each at a premium of Rs, 18 per share for cash to the existing equity shareholders of the Company. Given below are the details of utilization of proceeds raised through rights issue.

Unutilized amount was lying in deposit account with banks and since the money was fungible, utilization had been linked with the payment made from a common bank account post transfer of fund from the bank account separately maintained for the receipt of right issue proceeds.

17. UTILISATION OF PROCEEDS FROM PREFERENTIAL ALLOTMENT

The Company had issued 142,857,142 warrants at Rs, 35 per warrant during the year 2015-16. The Company had also issued Optionally Fully Convertible Debenture (OFCD) 51,428,571 each at Rs, 35 per OFCD during the year 2015-16. Given below are the details of utilization of proceeds raised through preferential issue.

Unutilized amount is lying bank accounts and since the money is fungible, utilization had been linked with the payment made from a common bank account post transfer of fund from the bank account separately maintained for the receipt of preferential allotment proceeds.

18. UTILISATION OF PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

The Company had during the previous year 2014-15 issued 63,174,540 equity shares of Rs, 1 each at a premium of Rs, 34 per share. Given below are the details of utilization of proceeds raised through rights issue.

19. FIRST TIME ADOPTION OF IND AS Transition to Ind AS

These are the Company’s first standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended March 31, 2017, the comparative information presented in these financial statements for the year ended March 31, 2016 and in the preparation of an opening Ind AS standalone balance sheet at April 01, 2015 (the date of transition). In preparing its opening Ind AS standalone balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

Use of deemed cost for investments in subsidiaries, jointly ventures and associates

The balance of the investment in subsidiaries and joint controlled entities at the date of transition to Ind AS, determined in accordance with the previous GAAP as the deemed cost of the investment at initial recognition.

Exchange differences on long-term foreign currency monetary items

Under previous GAAP, the company applied paragraph 46A of AS 11 whereby exchange differences arising from translation of long-term foreign currency monetary items were capitalized/ deferred. On transition to Ind AS first time adopter is permitted to continue policy adopted for accounting for such exchange differences recognized in the previous GAAP financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period. The Company has opted for this exemption and continued its previous GAAP policy for accounting of exchange differences on long-term foreign currency monetary items recognized in the previous GAAP financial statements for the year ended March 31, 2016.

Under previous GAAP foreign exchange gain/ loss on long term foreign currency monetary items recognized upto March 31, 2016 has been deferred/ capitalized. Such exchange differences arising on translation/settlement of long-term foreign currency monetary items and pertaining to the acquisition of a depreciable asset are amortized over the remaining useful lives of the assets. From accounting periods commencing on or after April 01, 2016, exchange differences arising on translation/ settlement of long-term foreign currency monetary items, acquired post April 01, 2016, pertaining to the acquisition of a depreciable asset are charged to the statement of profit and loss.

B: Ind AS mandatory exceptions Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 01, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

Investment in equity instruments carried at FVTPL or FVTOCI.

Impairment of financial assets based on expected credit loss model.

Classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition.

Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess elements of modified time value of money i.e. the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.

Applying a requirement is impracticable when an entity cannot apply it after making every reasonable effort to do so. It is impracticable to apply the changes retrospectively if:

a) The effects of the retrospective application or retrospective restatement are not determinable;

b) The retrospective application or restatement requires assumptions about what management''s intent would have been in that period;

The retrospective application or retrospective restatement requires significant estimates of amounts and it is impossible to distinguish objectively information about those estimates that existed at that time.

C: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity and total comprehensive income for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

Note 1: Interest free advances and security deposits

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Accordingly, the Company has fair valued these security deposits and advances under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognized according to the nature of the respective deposit or advance.

Note 2(a): Trade receivables

As per Ind AS 109, the Company is required to apply expected credit loss model for recognizing the allowance for doubtful debts. IND-AS 109 requires entities to recognize loss allowances on at an amount equal to the lifetime expected credit loss or the 12 month expected credit loss based on the increase in the credit risk of the borrower. Lifetime expected credit losses are required to be estimated based on the present value of all expected cash shortfalls over the remaining life of the financial instrument. Lifetime expected credit losses are an expected present value measure of losses that arise if a borrower defaults on their obligation throughout the life of the financial instrument. They are the weighted average credit losses with the probability of default as the weight.

Note 2(b): Trade Receivables

In the financial year 2015-16, the Company has sold certain number of set-top boxes on deferred credit terms. The revenue is recognized on the basis of the fair value of the transaction entered.

Note 3: Fair valuation of investments

Under the previous GAAP, investments in equity instruments and mutual funds were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value through profit and loss where fair value gains or losses are recognized in profit and loss.

Note 4: Borrowings and advances

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Further, long term advances are initially recognized at fair value by applying the effective interest method. Under previous GAAP, these transaction cost on long term borrowings were amortized over the term of the borrowings.

Note 5: Deferred revenue

Under the previous GAAP, upfront amount charged as activation was being taken to revenue. Under Ind AS, Company has deferred the activation income over the average customer relationship period and carried the deferred portion on the transition date under deferred revenue.

Note 6: Convertible instruments

Under IND AS 109, a financial instrument should be classified by the issuer upon initial recognition as a financial liability or an equity instrument according to the substance of the contractual arrangement rather than its actual form and the definitions of financial liability and an equity instrument. Accordingly the company has classified optionally convertible debentures and redeemable preference shares from liability to equity.

Note 7: Deferred tax

Retained earnings has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable.

Note 8: Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the loss for the year ended March 31, 2016 increased by '' 0.30 million. There is no impact on the total equity as at March 31, 2016.

Note 9: Retained earnings

Retained earnings as at April 01, 2015 has been adjusted consequent to the above Ind AS transition adjustments.

Note 10: Other comprehensive income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes remeasurements of defined benefit plans, effective portion of gains and losses on cash flow hedging instruments and fair value gains or (losses) on FVOCI equity instruments. Comprehensive income related recognition, measurement and disclosures did not exist under previous GAAP

Note 11: Capitalization of major repairs and capital spares

Under previous GAAP, spares were recognized as inventory and charged to profit or loss upon issuance and all expenditure on repairs were charged to profit or loss unless it increased the future benefits from the existing asset beyond its previously assessed standard of performance. Under Ind AS, spares have been capitalized if they were held by the Company for use in business and that is expected to be used for more than one year. Similarly cost of major spares and overhauls to continue to operate an item of property, plant and equipment has been capitalized as a cost of such property, plant and equipment.

Note 12: Prior period item

During the year ended 31 March 2016, there was a prior period expense of '' 21.76 million which relate to license fee pertaining to financial year 2014-2015. Under Ind AS 8, financial statements are restated retrospectively for correcting the recognition, measurement and disclosure of amounts of elements of financial statements as if a prior period error had never occurred.

20. CAPITAL MANAGEMENT Risk Management

The Company''s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year. The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments The funding requirements are met through a mixture of equity, internal fund generation and other non-current borrowings. The Company''s policy is to use current and non-current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net debt) . The Company is not subject to any externally imposed capital requirements. Net debt are non-current and current borrowings as reduced by cash and cash equivalents, other bank balances and current investments. Equity comprises all components including other comprehensive income.

21. INFORMATION UNDER SECTION 186 (4) OF THE COMPANIES ACT, 2013

There are no investments or loan given or guarantee provided or security given by the Company other than the investments and loans stated under note 6 in these standalone financial statements, which have been made predominantly for the purpose of business.

22.The Company predominantly operates in a single business segment of cable distribution in India only. Hence there are no separately reportable business or geographical segments as per Indian Accounting Standard (''Ind AS'') 108 on Operating Segments. The aforesaid is in line with the way operating results are reviewed and viewed by the chief operating decision maker(s).

23. The Company had recognized certain receivables in prior years pertaining to billings done on estimation (net) basis. During the year, the Company has reached further negotiations with the customers and has accordingly written off such old receivables based on management''s best estimates, which have been disclosed as exceptional items during the year ended March 31, 2017.

24 Previous year''s amounts have been regrouped and rearranged, wherever necessary and in compliance with Ind AS.

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Mar 31, 2016

1 In view of the mandatory digital addressable system (''DAS'') regulation announced by the Government of India, digitization of cable networks has been implemented in Phase 1, Phase 2 and Phase 3 cities effective November 1, 2012, April 1, 2013 and January 1, 2016 respectively. Owing to the initial delays in implementation of DAS in Phase 1, Phase 2 and Phase 3 cities and challenges faced by all the Multi-System Operators (MSOs) during transition from analogue business to DAS, the Company is in the process of implementation of revenue sharing contracts entered into with the local cable operators (LCOs). Accordingly, the Company has invoiced LCOs/subscribers and recognized subscription revenue under the new DAS regime amounting to Rs, 1,064.35 million (previous year Rs, 529 million) for year ended March 31, 2016, based on certain estimates (net basis) derived from market trends and ongoing discussion with the LCOs. Management is of the view that the execution /implementation of such contracts will not have a significant impact on the subscription revenue.

2 GRATUITY AND OTHER EMPLOYMENT BENEFIT PLANS Defined contribution plan

Contribution to defined contribution plan, recognized as expense for the year are as under :-Employer''s contribution to provident fund and other funds Rs, 25.83 million (Previous year Rs, 18.32 million).

Defined benefit plan

The following table summarizes the components of net benefit expenses recognized in the statement of profit and loss and amounts recognized in the balance sheet for the define benefit gratuity plan.

3 EMPLOYEE STOCK OPTION PLAN Employee Stock Option Plan -ESOP-2007

The Company instituted the Employee Stock Option Plan - ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("the Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 18, 2007 to grant 4,344,355 options (not exceeding 2% of the issued, subscribed and paid up equity share capital of the Company as on March 31, 2007), representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board / remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether whole time directors or otherwise as may be decided by the Board.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 20% of the options will vest in the employee every year equally. The option grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the option

grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

Employee Stock Option Plan -ESOP-2015

The Company instituted the Employee Stock Option Scheme -2015 ("SITI ESOP 2015" or "New Plan") to grant equity based incentives to eligible employees. The SITI ESOP-2015 has been approved by the Board of Directors of the Company at their meeting held on May 28, 2015 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on August 27, 2015 to grant up to 33,881,656 options, representing one share for each option upon exercise by the eligible employee at an exercise price determined by the Board / remuneration committee.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme 50%, 35% and 15% of the options will vest in the employee(s) after expiry of one year, two years and three years, respectively, from the date of grant of options. The option granted must exercise all vested options within a period of four years from the date of vesting and the shares arising on exercise of such options shall not be subject to any lock-in period.

4 LEASES

Finance lease: Company as lessee

Vehicles obtained on finance lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

Rental expense for operating leases for the years ended March 31, 2016 and March 31, 2015 was Rs, 96.03 million and Rs, 75.78 million respectively.

5 RELATED PARTY DISCLOSURES

(i) Names of related parties where control exists Subsidiaries companies

Indian Cable Net Company Limited Central Bombay Cable Network Limited Satiable Broadband South Limited Wire and Wireless Tisai Satellite Limited

Master Channel Community Network Private Limited (Subsidiary of Central Bombay Cable Network Limited)

Siti Vision Digital Media Private Limited

Siti Jind Digital Media Communication Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Bhatia Network Entertainment Private Limited

Siti Jony Digital Cable Network Private Limited

Siti Krishna Digital Media Private Limited

Siti Faction Digital Private Limited

Siti Guntur Digital Network Private Limited

Siti Maurya Cable Net Private Limited (Subsidiary of Indian Cable Net Company Limited)

Siti Karnal Digital Media Network Private Limited w.e.f. February 02, 2015

Siti Global Private Limited w.e.f. June 20, 2014

Siti Siri Digital Network Private Limited w.e.f. February 02, 2015

Siti Broadband Services Private Limited w.e.f. July 19, 2014

Siti Prime Uttaranchal Communication Private Limited (Formerly Known As Capital Digital Multimedia Network Private Limited) w.e.f. September 30, 2015

Panchsheel Digital Communication Network Private Limited w.e.f. August 22, 2015 Saistar Digitalmedia Private Limited w.e.f. February 12, 2016 Bargachh Digital Communication Network Private Limited w.e.f. January 11, 2016 Variety Entertainment Private Limited w.e.f. January 29, 2016

Indinet Service Private Limited (Subsidiary of Indian Cable Net Company Limited) w.e.f. August 19, 2015 Axom Communications & Cable Private Limited (Subsidiary of Indian Cable Net Company Limited) w.e.f. March 31, 2016

(ii) Name of related party where significant influence exists Associate company

Siti Chhattisgarh Multimedia Private Limited (Associate of Siti Bhatia Network Entertainment Private Limited)

(iii) Key Management Personnel

- Mr. Subhash Chandra, Director (till April 04, 2015) and Mr .V.D. Wadhwa, Executive Director and CEO

(iv) Enterprises owned or significantly influenced by key management personnel or their relatives

Zee Entertainment Enterprises Limited

Zee Media Corporation Limited (formerly known as Zee News Limited)

Zee Turner Limited

Essel International Limited

Essel Media Ventures Limited

Direct Media & Cable Private Limited

Digital Satellite Media & Broadband Private Limited

Arrow Media & Broadband Private Limited

All India Digital Cable Federation

6 UTILISATION OF PROCEEDS FROM PREFERENTIAL ALLOTMENT

The Company has issued 142,857,142 warrants at Rs, 35 per warrant during the year 2015-16. The Company has also issued Optionally Fully Convertible Debenture (OFCDRs,s) 51,428,571 each at Rs, 35 per OFCDs during the year 2015-16. Given below are the details of utilization of proceeds raised through preferential issue.

Unutilized amount is lying bank accounts and since the money is fungible, utilization has been linked with the payment made from a common bank account post transfer of fund from the bank account separately maintained for the receipt of preferential allotment proceeds.

Details of utilization of proceeds of preferential allotment made during the year ended March 31, 2015:

7 UTILISATION OF PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

The Company had during the previous year 2014-15 issued 63,174,540 equity shares of Rs, 1 each at a premium of Rs, 34 per share. Given below are the details of utilization of proceeds raised through rights issue.

Unutilized amount was lying in deposit account with banks as at end of the previous year and since the money is fungible, utilization has been linked with the payment made from a common bank account post transfer of fund from the bank account separately maintained for the receipt of QIP proceeds.

8 INFORMATION UNDER SECTION 186 (4) OF THE COMPANIES ACT, 2013

There are no investments or loan given or guarantee provided or security given by the Company other than the investments and loans stated under note 14 in these Financial Statements, which have been made predominantly for the purpose of business.

9 The Company operates in single business segment of cable distribution in India only. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segment Reporting.

10 Prior period item, for the year ended March 31, 2016, relates to license fee of Rs, 21.76 million pertaining to financial year 2014-2015, recorded in financial year 2015-2016.

11 As approved by the Shareholders, on the basis of recommendation of Nomination and Remuneration Committee, the remuneration paid to CEO and Executive Director of the Company exceeds the prescribed limits under the Companies Act, 2013 by Rs, 4.1 million, for which necessary representation for reconsidering the application has been submitted before Central Government and approval is awaited for the same.

12 Previous year amounts have been regrouped/ reclassified wherever necessary.

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Mar 31, 2015

1. CORPORATE INFORMATION

SITI Cable Network Limited (hereinafter referred to as 'the Company' or 'SCNL') was incorporated in the state of Maharashtra, India. The Company is engaged in distribution of television channels through analogue and digital cable distribution network, primary internet and allied services.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared and presented under the historical cost convention on the accrual basis of accounting following generally accepted accounting principles in India and comply with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and the provisions of the Act. The accounting policies have been consistently applied by the Company unless otherwise stated. All assets and liabilities have been classified as current or non-current, wherever applicable as per the operating cycle of the Company as per the guidance as set out in the Schedule III to the Act.

In view of the present positive net worth, substantial subscription revenue growth and continued financial support from the promoters companies, these financial statements, have been prepared on a going concern basis.

3. SHARE CAPITAL

(a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of RS. 1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Terms/ rights attached to preference shares

The Company has only one class of 7.25% Non- cumulative redeemable preference shares of RS. 1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on December 29, 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon'ble Bombay High Court vide its order dated November 17, 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on December 29, 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares was varied by extending the period of redemption by another three years i.e. till December 29, 2011. Later on June 6, 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited.Period for redemption of preference shares has been extended by another period of five years till December 29,2016 by Churu Enterprises LLP. The preference shares are redeemable at par. In the event of liquidation of the Company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

(c) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, refer note 32.

(d) Terms of securities convertible into equity shares issued along with earliest date of conversion.

During the year ended March 31,2013, the Company issued 162,000,000 convertible warrants on preferential basis upon payment of a consideration of RS. 20 per warrant. Each convertible warrant was convertible into one equity share of RS. 1 each at a premium of RS. 19 per share. Holders of such warrants had the option to convert these warrants into equity shares upon payment of aforesaid consideration on or before eighteen months from the date of allotment of warrants, viz. March 19, 2013. During the year ended March 31, 2014 and March 31,2015, 68,500,000 and 93,500,000 equity shares respectively have been allotted pursuant to the exercise of option.

(e) No shares have been issued for consideration other than cash or as bonus shares in the current reporting year and in last five years immediately preceeding the current reporting year.

4. In view of the mandatory digital addressable system ('DAS') regulation announced by the Government of India, digitisation of cable network has been implemented in Phase 1 and Phase 2 cities effective November 1, 2012 and April 1,2013 respectively. Owing to the initial delays in implementation of DAS in phase 1 cities and challenges faced by all the Multi-System Operators (MSOs) during transition from analogue business to DAS, the Company is in the process of implementation of revenue sharing contracts entered into with the local cable operators (LCOs).Accordingly, the Company has invoiced and recognized subscription revenue on the basis of certain estimate under the new DAS regime amounting to RS. 529 millions (previous year RS. 1,997.12 millions) for year ended March 31,2015 based on certain estimates derived from market trends and ongoing discussion with the LCOs. Management is of the view that the execution/implementation of such contracts will not have a significant impact on the subscription revenue.

5. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

Defined contribution plan

Contribution to defined contribution plan, recognised as expense for the year are as under :- Employer's contribution to provident fund and other funds RS. 18.32 million (Previous year RS. 15.25 million).

Defined benefit plan

The following table summarises the components of net benefit expenses recognised in the statement of profit and loss and amounts recognised in the balance sheet for the define benefit gratuity plan.

6. EMPLOYEE STOCK OPTION PLAN -ESOP-2007

The Company instituted the Employee Stock Option Plan - ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("the Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 18, 2007 to grant 4,344,355 options (not exceeding 2% of the issued, subscribed and paid up equity share capital of the Company as on March 31, 2007), representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board / remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether whole time directors or otherwise as may be decided by the Board.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 20% of the options will vest in the employee every year equally. The option grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the option grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

7. LEASES

Finance lease: Company as lessee

Vehicles obtained on finance lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

8. RELATED PARTY DISCLOSURES

(i) Names of related parties where control exists

Subsidiaries companies

Indian Cable Net Company Limited

Central Bombay Cable Network Limited

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Limited

Master Channel Community Network Private Limited (Subsidiary of Central Bombay Cable Network Limited)

Siti Vision Digital Media Private Limited

Siti Jind Digital Media Communication Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Bhatia Network Entertainment Private Limited

Siti Jony Digital Cable Network Private Limited

Siti Krishna Digital Media Private Limited

Siti Faction Digital Private Limited

Siti Guntur Digital Network Private Limited

Siti Maurya Cable Net Private Limited (Subsidiary of Indian Cable Net Company Limited)

Siti Karnal Digital Media Network Private Limited w.e.f. February 02, 2015

Siti Global Private Limited w.e.f. June 20, 2014

Siri Digital Network Private Limited w.e.f. February 02, 2015

Siti Broadband Services Private Limited w.e.f. July 19, 2014

(ii) Name of related party where significant influence exists

Associate company

Siti Chhattisgarh Multimedia Private Limited (Associate of Siti Bhatia Network Entertainment Private Limited)

(iii) Key Management Personnel

Dr. Subhash Chandra, Director, Mr. V.D. Wadhwa, Executive Director and CEO

(iv) Enterprises owned or significantly influenced by key management personnel or their relatives

Dish TV India Limited

Zee Entertainment Enterprises Limited

Zee Media Corporation Limited (formerly known as Zee News Limited)

Zee Turner Limited

Essel International Limited

Essel Media Ventures Limited

9. CAPITAL AND OTHER COMMITMENTS

Estimated amount of contracts remaining to be executed and not provided for (net of advances) amounting to RS. 108.25 million (Previous year RS. 1.28 million).

10. CONTINGENT LIABILITIES

i) Claims against the Company not acknowledged as debts RS. 15.02 million (Previous year RS. 49.2 million)

ii) Demands raised by the statutory authorities being contested by the Company RS. 417.92 million (Previous year Nil) ii) The Company has undertaken to provide continuing financial support to subsidiaries are given as below:

In March 31, 2015

Central Bombay Cable Network Limited

Siticable Broadband South Limited

In March 31, 2014

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Private Limited

Central Bombay Cable Network Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Faction Digital Private Limited

Siti Jony Digital Cable Network Private Limited

Siti Vision Digital Media Private Limited

Siti Bhatia Network Entertainment Private Limited

11. INFORMATION UNDER SECTION 186 (4) OF THE COMPANIES ACT, 2013

Investments made

There are no investments made by the Company other than those stated under Note 14 in the Financial Statements.

12. The Company operates in single business segment of cable distribution in India only. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segment Reporting.

13. Previous year amounts have been presented for the purpose of comparison and have been regrouped/ reclassified wherever necessary.

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Mar 31, 2014

1. Gratuity and other post-employment benefit plans

Defined contribution plan

Contribution to defined contribution plan, recognised as expense for the year are as under :- Employer''s contribution to provident fund ` 15.03 million (Previous year ` 12.89 million).

Defined benefit plan

The following table summarises the components of net benefit expenses recognised in the statement of profit and loss and amounts recognised in the balance sheet for the define benefit gratuity plan.

2. Capital and other commitments

Estimated amount of contracts remaining to be executed and not provided for (net of advances) amounting to ` 1.28 million (Previous year ` 104.43 million)

3. Contingent liabilities

i) Claims against the Company not acknowledged as debts ` 49.2 million (Previous year ` 50.34 million) ii) The Company has undertaken to provide continuing financial support to subsidiaries are given as below:

In March 31, 2014

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Private Limited

Central Bombay Cable Network Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Faction Digital Private Limited

Siti Jony Digital Cable Network Private Limited

Siti Vision Digital Media Private Limited

Siti Bhatia Network Entertainment Private Limited

In March 31, 2013

Central Bombay Cable Network Limited

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Private Limited

Siti Vision Digital Media Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Jind Digital Media Communications Private Limited

Siti Bhatia Network Entertainment Private Limited

4. The Company operates in single business segment of cable distribution in India only. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segment Reporting.

5. The Company has revised the useful life of set top boxes from five years to eight years during the financial year 2013-2014. This has resulted reduction in depreciation charges for the year by ` 174.80 (previous year Nil).

6. Previous year figures have been presented for the purpose of comparison and have been regrouped/ reclassified wherever necessary.

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Mar 31, 2013

1. Corporate information

SITI Cable Network Limited [formerly known as Wire and Wireless [India) Limited] [hereinafter referred to as ''the Company'' or ''SCNL'') was incorporated in the state of Maharashtra, India. The Company is engaged in distribution of television channels through analogue and digital cable distribution network, primary internet and allied services.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies have been consistently applied by the Company unless otherwise stated. All assets and liabilities have been classified as current or non-current, wherever applicable as per the operating cycle of the Company as per the guidance as set out in the Revised Schedule VI to the Companies Act, 1956.

The Company''s accumulated losses aggregate to Rs. 6,049.81 millions as at March 31, 2013 (Previous year Rs. 5,431.40 millions) while the other components of shareholders'' funds aggregate to Rs. 5,467.77 millions (Previous year Rs. 4,657.77 millions). This has resulted in complete erosion of net worth of the Company.

In view of the warrant subscription, mandatory digitization, expansion in central India which will yield substantial subscription revenue, increase in efficiency and assurance to extend all support in foreseeable future from holder of majority of equity shares of the Company, these financial statement are prepared on going concern basis.

3. The Company has during the year acquired more than 50% stake in four subsidiaries by way of subscription of shares, the details are as below:

a) 5,100 shares of Rs.10 each in Siti Jony Digital Cable Network Private Limited (SJDCNPL) w.e.f. December 1, 2012 by paying a consideration of Rs. 0.05 million.

b) 5,100 shares of Rs.10 each in Siti Krishna Digital Media Private Limited (SKDMPL] w.e.f. July 2, 2012 by paying a consideration of Rs. 0.05 million.

c) 5,100 shares of Rs.10 each in Siti Faction Digital Private Limited ISFDPL) w.e.f. March 16, 2013 by paying a consideration of Rs. 0.05 million.

d) 7,400 shares of Rs.10 each in Siti Guntur Digital Network Private Limited (SGDNPL] w.e.f. March 16, 2013 by paying a consideration of Rs. 0.07 million.

The resulting goodwill has been shown as ''goodwill on consolidation''.

4. In view of the mandatory digital addressable system (''DAS'') regulation announced by the Ministry of Information and Broadcasting, Government of India, digitization of cable networks has been implemented in the cities notified for Phase 1 and Phase 2 effective November 1, 2012 and April 1, 2013 respectively. Owing to the initial delays in implementation of DAS in phase 1 cities and challenges faced by all the Multi-System Operators (MSOs) during transition from analog business to DAS, the Company is in the process of executing contracts with the subscribers and implementation of revenue sharing contracts entered into with the local cable operators (LCOs). Accordingly, the Company has invoiced and recognized subscription revenue net of sharing of revenue with the LCOs under the new DAS regime amounting to Rs. 212.48 millions.

5. Gratuity and other post-employment benefit plans

Defined contribution plan

Contribution to defined contribution plan, recognised as expense for the year are as under :- Employer''s contribution to provident fund Rs. 12.89 millions (Previous year Rs. 10.82 millions).

Defined benefit plan

The following table summarises the components of net benefit expenses recognised in the statement of profit and loss and amounts recognised in the balance sheet for the define benefit gratuity plan.

6. Employee Stock Option Plan -ESOP-2007

The Company instituted the Employee Stock Option Plan - ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("the Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 18, 2007 to grant 4,344,355 options (not exceeding 2% of the issued, subscribed and paid up equity share capital of the Company as on March 31, 2007), representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board / remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether whole time directors or otherwise as may be decided by the Board.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 20% of the options will vest in the employee every year equally. The option grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the option grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

7. Leases

Finance lease: Company as lessee

Vehicles obtained on finance Lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

Operating Lease : Company as Lessee

The Company''s significant [easing arrangements are in respect of operating Leases taken for offices, residential premises, godowns, stores, etc. These leases are cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease generally is for 11 to 120 months. Total future minimum lease payments under non cancellable operating lease is:-

8. Related party disclosures

li) Names of related parties where control exists

(a) Holding Company

Bioscope Cinemas Private Limited (till November 9, 2012)

(b) Subsidiaries Companies

Indian Cable Net Company Limited

Central Bombay Cable Network Limited

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Limited

Master Channel Community Network Private Limited

Siti Vision Digital Media Private Limited

Siti Jind Digital Media Communication Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Bhatia Network Entertainment Private Limited

Siti Jony Digital Cable Network Private Limited w.e.f. December 1, 2012

Siti Krishna Digital Media Private Limited w.e.f. July 2, 2012

Siti Faction Digital Private Limited w.e.f. March 16, 2013

Siti Guntur Digital Network Private Limited w.e.f. March 16, 2013

(c) Associate Company

Siti Chhattisgarh Multimedia Private Limited

(ii) Key Management Personnel

Mr. Subhash Chandra, Director, Mr. Amit Goenka, Whole-Time Director, Mr. Sudhir Agarwal, CEO (till January 17,2012)

(iii) Enterprises owned or significantly influenced by key management personnel or their relatives

Dish TV India Limited

Zee Entertainment Enterprises Limited

Zee News Limited

Zee Sports Limited

Zee Turner Limited

Essel International Limited

Essel Media Ventures Limited

Related party transactions

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year:

38 Capital and other commitments

Estimated amount of contracts remaining to be executed and not provided for (net of advances) amounting to Rs. 104.43 millions (Previous year Rs. 63.66 millions)

39. Contingant liabilities

i) Claims against the Company not acknowledged as debts Rs. 50.34 millions (Previous year Rs. 62.84 millions)

ii) The Company has undertaken to provide continuing financial support to subsidiaries are given as below:

In March 31, 2013

Central Bombay Cable Network Limited

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Limited

Siti Vision Digital Media Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Jind Digital Media Communication Private Limited

Siti Bhatia Network Entertainment Private Limited

In March 31, 2012

Central Bombay Cable Network Limited

Siticable Broadband South Limited

Wire and Wireless Tisai Satellite Limited

Siti Vision Digital Media Private Limited

Siti Jai Maa Durgee Communications Private Limited

Siti Bhatia Network Entertainment Private Limited

9. The Company operates in single business segment of cable distribution in India only. Hence there are no separate reportable business or geographical segments as per Accounting Standard (AS-17) on Segment Reporting.

10. Previous year figures have been presented for the purpose of comparison and have been regrouped/ reclassified wherever necessary.

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Mar 31, 2012

1. a) Corporate Information

Wire and Wireless (India) Limited (hereinafter referred to as 'the Company' or 'WWIL') was incorporated in the state of Maharashtra, India. The Company is engaged in Distribution of Television Channels through analogue and digital cable distribution network, primary internet and allied services.

b) The Company's accumulated losses aggregate to Rs. 5,431.40 million as at March 31, 2012 (Rs. 4,610.03 million as at March 31, 2011) while the shareholders'funds are Rs. 4,657.77 million (Rs. 4,657.17 million as at March 31, 2011). This has resulted in complete erosion of net worth of the Company.

In view of new Digitisation policy announced by TRAI, which requires all Multi System Operators (MSOs) to convert the entire Analogue universe into digital by March 31, 2014 in a phased manner; starting from four metros, which are to be converted into digital by June 30, 2012; the Company expects to increase / expand the subscriber base of its analogue business; which will yield higher subscription income and improve operational efficiency. Further, the Company has been focusing on increasing its presence in Central India. The approved business plan of which is under implementation by the Company, the benefit of which will accrue in future years. Based on the new business plan, the Company expects to have positive c ash flows and earnings before interest, depreciation and tax (EBIDTA) from perations from year 2012-13.

Based on the above, management expects to earn higher revenues and improved profitability which will enable the Company to strengthen its financial position. Also the Parent Company (including the promoters and shareholders of parent company) has provided assurance that it intends to provide financial and operational support to the Company, to continue its operations for the foreseeable future. Based on above, the management is of the opinion that it is appropriate to prepare these financial statements on going concern basis.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year, except for the change in accounting policy explained below.

(a) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.

The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Terms/ rights attached to Prefrence shares

The Company has only one class of 7.25% Non-Cumulative Redeemable Preference Shares of Rs. 1 /- each. The said Preference Shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprise Limited) on December 29, 2006, pursuant to the Scheme of Arrangement for demerger of Cable Business Undertaking of Zee Telefilms Limited approved by the Hon'ble Bombay High Court vide its order dated 17th November, 2006. Initially, as per the terms ofthe issue and allotment the said Preference Shares were due for redemption on December 29, 2008. However, with the written c onsent/approval of Zee Entertainment Enterprises Limited, the terms ofthe issue of said Preference Shares was varied by extending the period of redemption by another 3 years i.e. till December29, 2011. Later on, on June 6, 2011 these shares were transferred to Churu Enterprises LLP. by Zee Entertainment Enterprises Limited. Period for redemption of preference shares has been extended till December 29, 2016 by another period of five years by Churu Enterprises LLP. In the event of liquidation of the company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents legal ownerships of shares.

(c) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the company, refer note 28.

1. 9.95% p.a Secured Redeemable Non-Convertible Debenture

Non convertible debentures are secured by first ranking pari passu mortgage and/ or charge/assignment of all the Company's immovable properties, present and future and all the Company's movable, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixture, vehicles and all other movable assets, present and future and the Company's cash flow, receivables, bank account (other than the reserve account) wherever mentioned, all monies lying in and to the credit of such account, book debts, revenue of whatsoever nature and where ever arising, present and future and insurance policies. An exclusive charge over the reserve account and all amount lying there in and the credit thereof, present and future. The debenture carries coupon rate of 9.95% pa payable on semi annual basis. The debentures are redeemable at par in four six monthly installments starting from December 2010,2 each of20% ofthe issue size and 2 each of30% ofthe issue size.

2. From Axis Bank-Term loans are secured by Pari-passu first charge on entire movable, both present and future, of the Company and on the receivables, cash flow and account of the company. Also secured by corporate guarantee of ZEEL for maintaining revolving Debt Service Reserve Account (DSRA) for 1 quarter of the interest and principal repayment to be funded 10 days before each due date, for the entire tenure of the loan.

1.The loan carries interest rate of base rate plus 2.25% pa payable on monthly basis. The loan are payable in 16 quarterly installmemt starting from the end of the 15 months from the date of first disbursement 8 each of 5% of the loan and 8 each of7.5% ofthe loan.

2. The loan carries interest rate of base rate plus 1.5% pa payable on monthly basis. The loan are payable in 8 half yearly installment starting from the end of the 15 months from the date of first disbursement "

3. From IDBI Bank-Term loans are secured by mortgage and charge in favour of lender in a form satisfactory to the lender of all the borrowers immovable properties, both present and future, and as well as movable properties and first charge by way of hypothecation and/ or pledge of the borrowers current assets. Also secured by corporate guarantee of ZEEL. Maintenance of Debt Service Rerserve Account(DSRA) for 2 quarters interest.The loan carries interest rate of the bank's prime lending rate payable on monthly basis. The loan are payable in 16 quarterly installemnt starting from the end of the one year from the date of first disbursement.

4. From ICICI Bank -Term loans are secured by first charge by way of hypothecation on the Compnay 's current assets which would include stocks & consumable stores and spares and such other movable including books debts, receivables both present and future, in a form and manner satisfactory to the bank, ranking pari passu with other banks/ lenders. First charge on all moveable fixed assets of the Company cash flow and account of the company ranking pari passu with other banks/ l enders. Also secured by c orporate guarantee of ZEEL for maintaining revolving Debt Service Reserve Account (DSRA) for 1 quarter of the interest and principal repayment to be funded 10 days before each due date, for the entire tenure of the loan. The loan carries interest rate of base rate plus 2.25% pa payable on monthly basis. The loan are payable in 16 quarterly installment starting from the end of the 15 months from the date offirst disbursement 8 each of 5% ofthe loan and 8 each of7.5% ofthe loan.

3. "The Company has during theyearacquired 51% stake in three subsidiaries byway ofsubscription ofshares,the details are as below:

a) 10,409 shares of Rs. 10 each in Siti Bhatia Network Entertainment Private Limited w.e.f. July 1, 2011 by paying a consideration of Rs. 0.1 million.

b) 102,000 shares of Rs. 10 each at a premium of Rs. 176 in Siti Jind Digital Media Communication Private Limited w.e.f. October 1, 2011 by paying a consideration of Rs. 18.97 million.

c) 5,100 shares of Rs. 10 each at a premium of Rs. 320 per share in Siti Jai Maa Durgee Communications Private Limited w.e.f. January 2, 2012 by paying a consideration of Rs. 16.83 million.

4 Capital-Work In Progress and Loans & Advances include amounts of Rs. 13.27 million (previous year Rs 18.64 million) and Rs. 40.80 million (previous year Rs 51.80 million) respectively as outstanding for more than 2 years. The management of the company is making all possible efforts to adjust/ recover these amounts and also initiated appropriate legal action against some of the parties, and therefore no provision there against has been considered necessary. The impact, if any, which in the opinion of the management would not be material, would be made in the year of adjustment/ settlement.

5 The Company had given advances under a guarantee of Holding Company to its subsidiaries and other Companies for meeting working capital requirements and for acquisition of MSOs/ direct points, technological upgradation etc. respectively to the extent of Rs.1182.70 million (including Rs. 450 million given subsequent to year end). The Company firmly believes that these interest free facilities/ advances of Rs. 1182.70 million given as such to be good of recovery and would further enhance its operations on standalone and consolidated basis over near future; therefore does not believe any provisions to be created on these amounts.

6 Gratuity and Other Post-employment benefit Plans Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized as expense for the year are as under Employer's Contribution to Provident Fund Rs 10.82 million C 10.18 million as at March 31, 2011).

Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary of last drawn salary for each completed year of service. These benefits are unfunded.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and amounts recognized in the Balance Sheet for the respective plans.

7 Employee Stock Option Plan -ESOP-2007

The Company instituted the Employee Stock Option Plan - ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("The Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 18,2007 to grant aggregating 4,344,355 options (not exceeding 2% ofthe issued, subscribed and paid up equity share capital of the Company as on March 31, 2007, representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board / Remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether Whole time Directors or otherwise as may be decided by the Board. Pursuant to the Scheme, the Remuneration Committee has on July 16, 2009 granted 2,808,800 options (grant of 150,000 Options on June 16, 2008 ) to specified eligible employee of the Company at the market price determined as per the SEBI Guidelines.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms ofthe Scheme, 20% of the options will vest in the employee every year equally. The Option Grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

* The Shareholders of the Company in the Annual General Meeting held on August 17, 2009 approved to re-price the unexercised options already granted by the Company under the Employees Stock Option -2007. The Remuneration Committee decided to re-price outstanding stock options at a price of Rs. 20/- being the closing price of the equity shares of the Company on October 21, 2009 at the National Stock Exchange of India Limited.

8 Leases

Finance lease: Company as lessee

Vehicles obtained on Finance Lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

Operating lease :company as lessee

The Company's significant leasing arrangements are in respect of operating leases taken for offices, residential premises, godowns, stores, etc. These leases are cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease generally is for 11 to 120 months.

9 Related party disclosures

(i)Names of Related Parties where control exists

(a) Holding Company

Bioscope Cinemas Private Limited (effective December 28, 2011)

(b) Subsidiary Companies

Central Bombay Cable Network Ltd., Indian Cable Net Company Ltd., Siti Cable Broadband South Ltd., Wire and Wireless Tisai Satellite Ltd., Master Channel Community Network Pvt. Ltd. Siti Vision Digital Media Pvt. Ltd., Siti Bhatia Network Entertainment Pvt Ltd (w.e.f. July 1, 2011), SITI Jind Digital communications Pvt ltd (w.e.f. October 1, 2011) and SITI Jai Maa Durgee Communications Pvt Ltd (w.e.f. Jan 2, 2012)

(ii) Key Management Personnel

Mr. Subhash Chandra, Director, Mr. Brijendra Kumar Syngal, Director, Mr. Amit Goenka, Whole-Time Director, Mr. Sudhir Agarwal, Chief Executive Officer (Resigned wef Jan 17, 2012), Mr. Arun Kapoor, Director (Resigned wef July 12, 2011), Sureshkumar Aggarwal, Director, Vinod Kumar Bakshi, Director

(iii) Enterprises owned or significantly influenced by key management personnel or their relatives

Agrani Wireless Services Ltd., Dish TV India Ltd., Essel Propack Ltd., Media Pro Enterprise India Private Limited, Zee Entertainment Enterprises Limited (ZEEL), Zee News Limited, ZeeTurner Ltd., Zee Sports Limited

Related party transactions

The following table provides the total amount of transactions that have been entered into with related parties for 31 Capital and other commitments

Estimated amount of Contracts remaining to be executed and not provided for (Net of Advances) amounting to Rs. 63.66 million (Previous Year Rs. 63.16 million)

10 Contingent Liabilities

i) Claims against the Company not acknowledged as debts Rs. 62.84 million (Previous Year Rs. 62.84 million)

The Company had agreed to purchase the running business of Franchnet Cable Network for a total sum of Rs. 1.8 million, however Franchnet Cable Network alleged that siti cable has not supplied material /equipments etc to them to upgrade the network. The matter was referred to Arbitration Tribunal. Arbitration Tribunal has pronounced award against the Company. The Company has already filed an appeal before Mumbai High court. The appeal has been admitted and part hearing has been done. The case is now pending for further arguments. Franchnet had claimed Rs. 61.2 million as compensation /damages against the company.

Rs. 1.25 million on account of demand raised by Kanpur Nagar Nigam Ltd towards pole tax.

Rs. 0.39 million on account of claim raised by Om Commvision Network Pvt Ltd u/s 138 of the Negotiable Instruments Act.

Based on the discussions with the solicitor/expert, the management feels that the Company has a strong chance of success in above mentioned cases and hence no provision there against is considered necessary.

ii) The Company has undertaken to provide continuing financial support to subsidiaries (including in the previous year).

11 The breakup of year end tax assets and liabilities into major components of the respective balance is as under

As at the year end March 31, 2012, the company would have net deferred tax asset primarily comprising of unabsorbed losses and carry forward depreciation under tax laws. In the absence of virtual certainty of sufficient future taxable income, the Company has taken the conservative approach and created deferred tax assets to the extent of deferred tax liability.

12 Details of dues to micro and small enterprises as defined under MSMD act 2006

There is no amount due to Micro, Small and Medium Enterprises as per the Micro, Small and Medium Enterprises Development Act 2006. The above information regarding Micro, Small and Medium Enterprises have been determined to the extent to which parties have been identified on the basis of information available with the Company.

13 Till the year ended March 31, 2011, the company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31 , 201 2, the revised Schedule VI notified under the Companies Act 1956 , has become applicable to the company. The company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

1. a) Background

Wire and Wireless (India) Limited (hereinafter referred to as 'the Company' or 'WWIL') was incorporated in the state of Maharashtra, India. The Company is engaged in Distribution of Television Channels through analogue and digital cable distribution network, primary internet and allied services.

b) The Company's accumulated losses aggregate to Rs 4,610.03 million as at March 31, 2011 (Rs. 4,042.93 million as at March 31, 2010) while the shareholders'funds are Rs 4,657.17 (Rs. 2,308.35 million as at March 31, 2010). This has resulted in complete erosion of net worth of the Company (after considering the impact of fictitious assets of Rs. 92.31 million lying in 'Miscellaneous Expenditure Account'). As per the revised business plan, the Company will increase/ expand the subscriber base of its analogue business & convert the existing universe of analog into digital customers which will yield higher subscription income and improve operational efficiency. Based on the business plan, the Company expects to have positive cash flows and earnings before interest, depreciation and tax (EBIDTA) from operations from year 2011-12. Further, the Company has been adopting and implementing significant cost rationalization measures including right sizing of its work force, the benefit of which will be more significant in future years.

Based on the above, management expects to earn higher revenues and improved profitability which will enable the Company to strengthen its financial position. Also one of the promoter companies has provided assurance that it intends to provide financial and operational support to the Company, to continue its operations for the foreseeable future.

Based on above, the management is of the opinion that it is appropriate to prepare these financial statements on going concern basis.

2. Segment Reporting Polices

The Company is a Multi System Operator providing Cable Television Network Services, Internet Services and allied services which is considered as the only reportable segment. The Company's operations are based in India.

3. Related Party Disclosure

(i) Names of Related Parties where control exists

(a) Individual having significant influence

Mr. Ashok Mathai Kurien, Mr. Laxmi Goel and Ms. Sushila Goel.

(b) Subsidiary Companies

Central Bombay Cable Network Ltd., Indian Cable Net Company Ltd., Siti Cable Broadband South Ltd., Wire and Wireless Tisai Satellite Ltd., Master Channel Community Network Pvt. Ltd. And Siti Vision Digital Media Pvt. Ltd.

(ii) Key Management Personnel

Mr. Subhash Chandra, Director, Mr. Amit Goenka, Whole-Time Director, Mr. Sudhir Agarwal, Chief Executive Officer, Mr. Arun Kapoor, Director, Parminder Singh Sandhu, Director (Resigned w.e.f. Dec 21, 2010), Suresh Kumar Aggarwal, Director, Vinod Kumar Bakshi, Director ( w.e.f. Dec 21, 2010)

(iii) Other Related parties (in which directors are interested) with whom transactions have taken place during the year

Agrani Satellite Services Ltd., Dakshin Media Gaming Solutions Pvt. Ltd., Diligent Media Corporation Limited, Dish TV India Ltd., Essel Propack Ltd., Essel Corporate Resources Pvt Ltd., ETC Networks Limited, Integrated Subscriber Management Services Limited, Intrex India Ltd., Pan India Network Infravest Pvt. Ltd., Rama Associates Limited, Zee Entertainment Enterprises Limited (ZEEL), Zee Interactive Learning System, Zee News Limited, ZeeTurner Ltd., Churu Trading Co. Private Limited, Essel Minerals Pvt. Ltd., Jayneer Capital Pvt. Ltd.

4. Leases

In case of assets taken on lease

Finance Lease

Vehicles obtained on Finance Lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

Operating Lease

The Company's significant leasing arrangements are in respect of operating leases taken for offices, residential premises, godowns, stores, etc. These leases are cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease generally is for 11 to 120 months.

In case of assets given on lease

Operating Lease

Set Top Boxes given under operating leases are capitalized at an amount equal to cost arrived on weighted average method and the rental income is recognized on equal monthly rental billed to subscriber.

5. Secured Loans

i. Non-Convertible Debentures

Non convertible debentures are secured by first ranking pari passu mortga'e and/or charge/assignment of all the Company's immovable properties, present and future and all the Companys movable, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixture, vehicles and all other movable assets, present and future and the Company's cash flow, receivables, bank account (other than the reserve account) wherever mentioned, all monies lying in and to the credit of such account, book debts, revenue of whatsoever nature and whereever arising, present and future and insurance policies. An exclusive charge over the reserve account and all amount lying there in and the credit thereof, present and future. The debentures are redeemable at par in four six monthly installments starting from December 2010, 2 each of 20% of the issue size and 2 each of 30% of the issue size.

ii. Working Capital Finance From Banks

Secured by first pari passu charge on the fixed assets and current assets of the Company. All the loans are further secured by corporate guarantee of Zee Entertainment Enterprises Ltd. (ZEEL). iii. Term Loan From Banks/Financial Institution

From IDBI Bank - Term loans are secured by mortgage and charge in favour of lender in a form satisfactory to the lender of all the borrowers immovable properties, both present and future, and as well as movable properties and first charge by way of hypothecation and/ or pledge of the borrowers current assets. Also secured by corporate guarantee of ZEEL.

From Axis Bank - Term loans are secured by pari-passu first charge on entire movable, both present and future, of the Company and on the receivables, cash flow and account of the Company. Also secured by corporate guarantee of ZEEL for maintaining revolving Debt Service Reserve Account (DSRA) for 1 quarter of the interest and principal repayment to be funded 10 days before each due date, for the entire tenure of the loan.

iv. Finance lease and Hire Purchase

Secured by hypothecation of vehicles purchased thereunder.

6. Capital Commitments

Estimated amount of Contracts remaining to be executed on capital account and not provided for (Net of Advances) amounting to Rs 63.16 million (Previous Year Rs. 20.60 million).

7. Contingent Liabilities not provided for

i) Claims against the Company not acknowledged as debts Rs 62.84 million (Previous Year Rs. 93.45 million)

ii) Income Tax matters : The Assessing Officer had levied penalty under Section 271(1) (c) of the Act of Rs 24,990,210 in Assessment Year 2004-05 on account of additions confirmed by the CIT(A) in respect of the non-deduction of tax on bandwidth charges of Rs. 2,23,59,985 and advance to management companies written off of Rs. 5,09,64,244. The GT(A) had affirmed the penalty and the company has further filed an appeal before the Tribunal against the order of CIT(A). The Company contends that all the relevant facts material to the computation of the total income were disclosed in the assessment proceedings and hence feels that there would be no tax liability.

iii) The Company has undertaken to provide continuing financial support to subsidiaries (including in the previous year).

8. Employee Stock Option Plan -ESOP-2007

The Company instituted the Employee Stock Option Plan - ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("The Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 1 8, 2007 to grant aggregating 4,344,355 options (not exceeding 2% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2007, representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board/Remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether Whole-time Directors or otherwise as may be decided by the Board. Pursuant to the Scheme, the Remuneration Committee has on July 16, 2009 granted 2,808,800 options (Previous year grant of 1 50,000 Options on June 16, 2008 ) to specified eligible employee of the Company at the market price determined as per the SEBI Guidelines.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 20% of the options will vest in the employee every year equally. The Option Grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

9. Employee Benefits

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized as expense for the year are as under Employer's Contribution to Provident Fund Rs 10.18 million (Rs. 11.71 Million as at March 31, 2010).

Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are unfunded.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and amounts recognized in the Balance Sheet for the respective plans.

10. There is no amount due to Micro, Small and Medium Enterprises as per the Micro, Small and Medium Enterprises Development Act 2006.

The above information regarding Micro, Small and Medium Enterprises have been determined to the extent to which parties have been identified on the basis of information available with the Company.

11. Capital-Work In Progress and Loans & Advances include amounts of Rs. 1 8.64 million and Rs. 51.80 million respectively as outstanding for more than 2 years. The management of the company is making all possible efforts to adjust/recover these amounts and also initiated appropriate legal action against some of the parties, and therefore no provision there against has been considered necessary. The impact, if any, which in the opinion of the management would not be material, would be made in the year of adjustment/settlement.

12. The Company had given advances under a guarantee of Promoter Group Company to its subsidiaries and other group Companies for meeting working capital requirements and for acquisition of MSOs/ direct points to the extent of Rs. 419.65 million as at year end (after receipt of Rs 1524.35 million at year end). The outstanding as on date of signing of financial statements is Rs. 1 806.30 million.

The Company firmly believes that these interest free facilities/ advances of Rs. 1 806.30 million given as such to be good of recovery and would further enhance its operations on standalone and consolidated basis over near future; therefore does not believe any provisions to be created on these amounts

13. The Company is in the process of reconciling the Service Tax Account. Necessary adjustments, if any, which in the opinion of the management will not be material, will be made as and when the accounts are finally reconciled.

14. During the year, the Company had acquired 50.65% stake in Siti Vision Digital Media Private Limited w.e.f. June 30, 2010 by way of subscription of 7,484,870 equity shares of Rs 10 each at a premium of Rs 100 per share in consideration of Rs. 82.33 million, which has been discharged by transfer of fixed assets of the Company. This transaction was accounted for by following the purchase method and resulted in goodwill amounting to Rs 1.32 million. The said goodwill has been shown as 'goodwill on consolidation'.

15. Previous year Comparatives:

Previous year's figures have been regrouped wherever necessary to confirm to this year's classification.

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Mar 31, 2010

1. a) background

Wire and Wireless (India) Limited (hereinafter referred to as the Company or WWIL) was incorporated in the state of Maharashtra, India. The Company is engaged in Distribution of Television Channels through analogue and digital cable distribution network, primary internet and allied services. b) The Companys accumulated losses aggregate to Rs 4,042.93 million as at March 31, 2010; while the shareholder funds aggregate to Rs. 2,308.35 million at that date. As per the revised business plan, the Company will increase/ expand the subscriber base of its analogue business, which will result in improved operational efficiency. Subsequent to the year end , the net worth of Company has become positive after receipt of second call of right issue. The Company has suspended its Headend in the Sky (HITS) operations w.e.f. March 31, 2010. This will also result in reduced operational losses as the Company incurred losses in HITS operations due to Regulatory non support, Governmental Policies etc. Based on the business plan, the Company expects to have positive cash flows and earnings before interest, depreciation and tax (EBIDTA) from operations from year 2010-11. Further, during the year, the Company has taken significant cost rationalization measures including right sizing of its work force, the benefit of which will be more significant in next year.

Based on the above, management expects to earn higher revenues and improved profitability which will enable the Company to strengthen its financial position. Also one of the promoter companies has provided assurance that it intends to provide financial and operational support to the Company, to continue its operations for the foreseeable future.

Based on above, the management is of the opinion that it is appropriate to prepare these financial statements on going concern basis.

2. Segment Reporting Polices

The Company is a Multi System Operator providing Cable Television Network Services, Internet Services and allied services which is considered as the only reportable segment. The Companys operations are based in India.

3. Related Party Disclosure

(i) Names of Related Parties where control exists

(a) Individual having significant influence

Mr. Ashok Mathai Kurien, Mr. Laxmi Goel and Ms. Sushila Goel.

(b) Subsidiary Companies

Central Bombay Cable Network Ltd., Indian Cable Net Company Ltd., Siti Cable Broadband South Ltd., Wire and Wireless Tisai Satellite Ltd. and Master Channel Community Network Pvt. Ltd.

(ii) Key Management Personnel

Mr. Subhash Chandra, Director, Mr. Amit Goenka, Whole-Time Director, Mr. Sudhir Agarwal, Chief Executive Officer, Mr. Arun Kapoor, Director (w.e.f. April 22, 2009), Parminder Singh Sandhu (w.e.f. from March 25, 2010), Brijendra Kumar Syngal, Suresh Kumar Aggarwal (w.e.f. June 1, 2009), Michael Block (resigned w.e.f. March 25, 2010), Sanjay Jain (resigned w.e.f. April 25, 2009)

(iii) Other Related parties with whom transactions have taken place during the year

Agrani Satellite Services Ltd., Dakshin Media Gaming Solutions Pvt. Ltd., Diligent Media Corporation Limited, Dish TV India Ltd., Essel Propack Ltd., Essel Corporate Resources Pvt. Ltd., Integrated Subscriber Management Services Limited, Intrex India Ltd., Pan India Network Infravest Pvt. Ltd., Rama Associates Limited, Zee Entertainment Enterprises Limited, Zee Interactive Learning System, Zee News Limited, ZeeTurner Ltd., Churu Trading Co. Private Limited, Essel Minerals Pvt. Ltd., Briggs Trading Company Pvt. Ltd., Ganjam Trading Company Pvt. Ltd., Jayneer Capital Pvt. Ltd.

4. Leases

In case of assets taken on lease finance Lease

Vehicles obtained on Finance Lease are for 4 years after which the legal title is passed to the lessee. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangements. There are no subleases.

Operating Lease

The Companys significant leasing arrangements are in respect of operating leases taken for offices, residential premises, godowns, stores, etc. These leases are cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease generally is for 11 to 120 months.

5. Secured Loans

i. Non-Convertible Debentures

Non-convertible debentures are secured by first ranking pari passu mortgage and/ or charge/assignment of all the Companys immovable properties, present and future and all the Companys movable, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixture, vehicles and all other movable assets, present and future and the Companys cash flow, receivables, bank account (other than the reserve account) wherever mentioned, all monies lying in and to the credit of such account, book debts, revenue of whatsoever nature and where ever arising, present and future and insurance policies. An exclusive charge over the reserve account and all amount lying there in and the credit thereof, present and future.

ii. Working Capital finance from banks

Secured by first pari passu charge on the fixed assets and current assets of the Company. All the loans are further secured by corporate guarantee of Zee Entertainment Enterprises Ltd. (ZEEL).

iii. Term Loan from banks/financial Institution

Term loans are secured by mortgage and charge in favour of lender in a form satisfactory to the lender of all the borrowers immovable properties, both present and future, and as well as movable properties and first charge by way of hypothecation and/or pledge of the borrowers current assets. Also secured by corporate gurantee of Zee Entertainment Enterprises Ltd.

iv. Finance lease and hire Purchase Facility

Secured by hypothecation of vehicles.

6. Capital Commitments

Estimated amount of Contracts remaining to be executed on capital account and not provided for (Net of Advances) amounting to Rs. 20.60 million (Previous Year Rs. 3.29 million).

7. Contingent Liabilities not provided for

i) Claims against the Company not acknowledged as debts Rs 93.45 million (Previous Year Rs. 114.68 million)

ii) Income Tax matters : Rs. 24.99 million for the assessment year 2004-05. This dispute arose when AO levied a penalty of Rs 24.99 million in the assessment year 2004-05 based on the additions in the income confirmed by the CIT(A). On an appeal filed by the Company against the penalty levied by the AO, the CIT (A) has affirmed the penalty and, the Company has filed an appeal before the Tribunal against the order of CIT(A).

However, since the Company may contend that all the relevant facts material to the computation of his total income were disclosed in the assessment proceedings, there would be no tax liability.

iii) The Company has undertaken continuing financial support to subsidiaries.

8. Employee Stock Option Plan – ESOP-2007

The Company instituted the Employee Stock Option Plan – ESOP-2007 to grant equity based incentives to its eligible employees. The ESOP-2007 ("The Scheme") has been approved by the Board of Directors of the Company at their meeting held on June 27, 2007 and by the shareholders of the Company by way of special resolution passed at their Annual General Meeting held on September 18, 2007 to grant aggregating 4,344,355 options (not exceeding 2% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2007, representing one share for each option upon exercise by the employee of the Company at an exercise price determined by the Board/ Remuneration committee. The Scheme covers grant of options to the specified permanent employees of the Company and Directors of the Company, whether Whole time Directors or otherwise as may be decided by the Board. Pursuant to the Scheme, the Remuneration Committee has on July 16, 2009 granted 2,808,800 options (Previous year grant of 150,000 Options on June 16, 2008 ) to specified eligible employee of the Company at the market price determined as per the SEBI Guidelines.

The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. Under the terms of the Scheme, 20% of the options will vest in the employee every year equally. The Option Grantee must exercise all vested options within a period of four years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.

9. Employee benefits

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized as expense for the year are as under: Employers Contribution to Provident Fund Rs. 11.71 million (Rs. 16.54 million as at March 31, 2009).

Defined benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. These benefits are unfunded.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and amounts recognized in the Balance Sheet for the respective plans.

10. There is no amount due to Micro, Small and Medium Enterprises as per the Micro, Small and Medium Enterprises Development Act, 2006.

The above information regarding Micro, Small and Medium Enterprises have been determined to the extent to which parties have been identified on the basis of information available with the Company.

10.1 Miscellaneous income includes foreign exchange gain/(loss) as on March 31, 2010 amounts to Rs. 0.92 million; (Previous Year Rs. (6.12) million).

11. Previous year Comparatives:

Previous years figures have been regrouped wherever necessary to confirm to this years classification.