Q1FY25 Financials

SITI NETWORKS LIMITED

Regd. Office: Unit No. 38, 1st Floor, A Wing, Madhu Industrial Estate, P. B, Marg, Worll, Mumbal-400013

1. SITI Networks Limited ('the Company' or 'the Holding Company'), its.subsidiaries (collectively referred to as 'the Group'), its associates and joint ventures predominantly operate in a single business segment of cable and broadband distribution only in India. The aforesaid is in line with the way operating results are reviewed and viewed by the chief operating decision maker(s) and hence, there are no additional disclosures required to be furnished in terms of Indian Accounting Standard 108 - Operating Segments.

2. The Company is undergoing Corporate Insolvency Resolution Process (CIRP) pursuant to order dated 22 February 2023 ("Admission Order'') passed by Hon'ble National Company LawTribunal ('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 ("NCLAr) 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,thecontrolandmanagement 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.

During the period from 7 March 2023 till 10March 2023, i.e. when the CIRP of the Company was stayed, the Company (under the management and control of the Board of Directors (powers suspended)) incurred several liabilities and undertook various transactions. According, the RP filed I.A. 4844 of 2023 before the Hon'ble NCLT seeking clarifications regarding the treatment of liabilities, obligations, and claims incurred for the stay period i.e., 07 March 2023 upto 10 August 2023 and clarification that the cut-off date for various CIRP activities be considered as 10 August 2023, i.e. the date of resumption of CIRP. On 1 October 2024, the Hon'ble NCLT passed its order ("1 October Order") in I.A. 4844 of 2023 and held that (i) insolvency commencement date is fixed at 22 February 2023, (ii) the CIRP related activities should be reckoned from 22 February 2023, (iii) moratorium under Section 14 of the Code was applicable during the Stay Period, (iv)

• the transactions and appropriation undertaking during the Stay Period shall be revered to the accounts of the Corporate Debtor, and (v) the expenses incurred in the ordinary course of

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business to keep the Company as a going concern are to be protected. Certain lenders of the Company have filed appeals against the 1 October Order before the Hon'ble NCLAT. The RP has filed a limited appeal against the 1 October Order for setting aside the observations and findings against the RP. On 29 October 2024, the Hon'ble NCLAT directed the lenders to keep the amounts appropriated by them during the Stay Period in a separate interest-bearing acc'?unt during the pendency of the appeals. The appeals filed against the 1 October 2024 Order are currently sub judice.

3. The standalone and consolidated financial results for the quarter year ended 30 June 2024 have been prepared and 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, read with Section 23 of the Insolvency and Bankruptcy Code 2016.

1. The above results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 and as per the presentation requirements of SEBI Circular CIR/CFD/FAC/62/2016 dated OS July 2016 and other accounting principles generally accepted in India.
2. The Statutory Auditors have disclaimed their opinion in the reviewed financial results in respect of the standalone and consolidated financial results for the quarter ended 30June 2024.
3. The Company has incurred a net loss (including other comprehensive income) of� 439.54 million during the quarter ended 30 June 2024, and as of that date, the Company's accumulated losses amount to � 28,364.81 million resulting in a negative net worth of � 11,429.50 million and its current liabilities exceeded its current assets by !I! 15,704.75 million resulting in negative working capital.
   Further, the Group has incurred a net loss of (including other comprehensive income)!!'! 476.37 million during the quarter ended 30 June 2024, and as of that date, the Group's accumulated losses amountto� 26,967.13 million resulting in a negative net worth of� 10,031.78 million and its current liabilities exceeded its current assets by � 15,218.29 million resulting in negative working capital.
   Accordingly, there exists a material uncertainty about the Company's/ Group's ability to continue as a going concern since the future of the Company/ Group is dependent upon the successful implementation of a 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 and consolidated financial information has been prepared assuming going concern basis of accounting, although there exists material uncertainty about the Company's/ Group's ability to continue as going concern since the same is dependent upon the successful implementation of a resolution plan.

7. Pursuant to the commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, the Resolution Professional has begun to receive c'lalms from financial creditors,

operational creditors, employees and other creditors as on 22 February 2023 and if any changes/updates which have happened during the stay period on CIRP up to 10 August 2023. The financial creditors have submitted claims amounting to� 12,060.33 million as on 10 August 2023, out of which 1' 11,292.66 million have been admitted by the Resolution Professional. 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 have been admitted and � 3,391.56 has been admitted contingently by the Resolution Professional.

Pursuant to the 1 October Order, the RP has requested the operational creditors of the Company to submit revised claims, as on 22 February 2023. The RP is in the process of reconciling the accounts of the Company.

1. Pursuant to the commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, certain information including the minutes of meetings of the Committee of Creditors ('CoC') held on various dates, 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 members of CoC 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 announcement.
2. 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.

On 1 October 2024, the Hon'ble NCLTdirected the banks and financial institutions to refund the amounts appropriated by them during the stay period. However, the banks and financial creditors have filed appeals before the Hon'ble NCLAT against the 1 October Order. On 29 October 2024, the Hon'ble NCLAT directed the lenders to keep the amounts appropriated by them during the Stay Period in a separate interest-bearing account during the pendency of the appeals. The appeals filed against the 1 October Order are currently sub judice.

10. As on 30 June 2024, the Company and some of its subsidiaries have defaulted in repayment of bank loans and accounts have been classified as Non-Performing Assets (NPA) by the lenders under the Consortium. The Company/ subsidiaries 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.

11. Exceptional items in the standalone financial results include the following:

1. During the quarter ended 31 March 2024, gain on account of settlement of borrowings, as explained in note 17(c) below, amounting to� 696.84 million was booked.
1. During the year ended 31 March 2024, gain on account of settlement of borrowings amounting to " 696.84 million was booked and diminution in the value of investments in subsidiaries amounting to� 72.17 million was booked.
2. During the quarter ended 30 June 2023, diminution in the value of investments in subsidiaries amounting to� 53.20 million was booked.

The total impact of 11 (a), (b) and (c) above on the standalone financial results for the quarter ended 30 June 2024, quarter ended 31 March 2024, quarter ended 30 June 2023, year ended 31 March 2024 amounts to� Nil million,� 677.87,"(53.20) million,"624.67 million respectively.

12. Exceptional items in the consolidated financial results include the following:

1. During the quarter and year ended 31 March 2024, gain on account of settlement of borrowings, as explained in note 17(c) below, amounting to"696.84 million was booked.

The total impact of 12 (a) above on the consolidated financial results for the quarter ended 30 June 2024, quarter ended 31 March 2024, quarter ended 30 June 2023, year ended 31 March 2024 amounts to Nil,� 696.84 million, Nil and"696.84 million respectively.

13. For the quarter ended 30 June 2024, 31 March 2024 and 30 June 2023 and year ended 31 March 2024, the 'Subscription income' included in the 'Revenue from operations' in these financial results, 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 results. The said amounts are 'I!' 761.16 million, 'I!' 688.68 million,"898.92 million, and 'I!' 3,063.47 million for the quarter ended 30 June 2024, for the quarter ended 31 March 2024, for the quarter ended 30 June 2023 and for the year ended 31 March 2024, respectively in the standalone financial results and� 1,991.84 million," 2,310.95 million, 'I!' 2,087.67 million, and� 7,860.38 million for the quarter ended 30 June 2024, for the quarter ended 31 March 2024, for the quarter ended 30 June 2023 and for the year ended 31 March 2024, respectively in the consolidated financial results.

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� 761.16 million, !I! 688.68 million, � 898.92 million, and� 3,063.47 million for the quarter ended 30 June 2024, for

the quarter ended 31 March 2024, for the quarter ended 30 June 2023 and for the year ended 31 March 2024, respectively in the standalone financial results and=< 1,991.84 million," 2,310.95 million,'( 2,087.67 million, and� 7,860.38 million for the quarter ended 30 June 2024, for the quarter ended 31 March 2024, for the quarter ended 30 June 2023 and for the year ended 31 March 2024, respectively in the consolidated financial results. However, there would not have been any impact on the net loss for the respective quarters and year ended in both the standalone and consolidated financial results.

14. The consolidated financial results include the quarterly financial results of one subsidiary Siti Broadband Services Private Limited, which is undergoing Corporate Insolvency Resolution Process by an order dated 31 October 2023. The quarterly financial results have not been reviewed by their statutory auditors and have not been approved/signed by the Resolution Professional appointed for this subsidiary for the quarter ended 30 June 2024. The financial information of the subsidiary included in the consolidated financial statements of the Group reflect total assets of� 427.03 million as at 30 June 2024, total revenues of" 115.97 million, total net loss after tax of=< 28.65 million, and total comprehensive loss of� 28.10 million for the quarter ended 30 June 2024 respectively.

15. The consolidated financial results include the quarterly financial results of one subsidiary Siti Jind Digital Media Communications Private Limited, which is undergoing Corporate Insolvency Resolution Process by an order dated 22 March 2024. The quarterly financial results have not been audited by their statutory auditors and have not been approved/signed by the Resolution Professional appointed for this subsidiary for the quarter ended 30 June 2024. The financial information of the subsidiary included in the consolidated financial information of the Group reflects total assets of" 54.03 million as at 30 June 2024, total revenues of!'! 5.93 million, total net loss after tax of� 0.01 million, and total comprehensive loss of:( 0.01 million for the quarter ended 30 June 2024 respectively.

16. The Resolution Professional has filed an application against members of the erstwhile management of the Company under section 25(2)U) 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.

17. (a}. The 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" 400.00 million with The Registrar, TDSAT, New Delhi.

Following the approval from the Committee of Creditors of Siti Networks Limited, the broadcasting of ZEEL channels in the Rest of India (ROI) region has resumed, effective from February 26, 2024. Post reinstatement of CIRP of Siti Networks ZEEL has submitted its claim as an operational creditor for the Pre CIRP period and the same will be treated as per the provisions of IBC 2016.

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(b). Aditya Birla Finance Limited ('ABFL') had filed statement of claim on Siti Networks Ltd and Others before Sole Arbitrator Justice L. N Rao (Retd) Judge of Hon'ble Supreme Court of India after disposal 2 Petitions filed by ABFL against the Company before the Delhi High Court. Earlier, the company in compliance with the order of Delhi High Court dated March 28, 2022 has deposited" 238.00 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 above arrangement shall continue till the final disposal of the Arbitration Case.

On 9 November 2023, the Sole Arbitrator has removed Siti Networks Limited from arrays of parties on the basis of submissions made by the counsel of the Siti Networks Limited. As per last order, the Sole Arbitrator will pass an order on Amended Statement of Claim and thereafter he will give next date of hearing for further proceedings.

(c). 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 lnduslnd Bank Limited for a term loan amounting to � 1,175.81 million for 1' 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 lnduslnd 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 =I! 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 ZEE� with regard to the dues of the Company to lnduslnd Bank and SCB. However, since ZEEL is a related party of the Company, ZEEL has not been included in the committee of creditors.

Further, ZEEL has communicated vide their letter dated 8th 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. The RP has classified Vani Agencies Private limited ("VAPL") as a related party and application regarding the related party status of VAPL and its non­ inclusion in the Coe is pending before the Hon'ble NCLT.

(d}. A vendor has filed an application against one of the subsidiary company namely Siti Vision Digital Media Private Limited, under Section 7 of the Insolvency and Bankruptcy Code, 2016 before NCLT, Delhi for initiation of CIRP on the ground that the subsidiary company has defaulted in making payments. The petition was dismissed by NCLT vide its order dated B June 2023. The vendor has filed an appeal against the order with NCLAT, Delhi.

1. Figures for the standalone and consolidated financial results for the quarter 31 March 2024 are the balancing audited figures of the full financial year and the published year to date figures up to the third quarter of the year ended 31 March 2024 respectively which were subjected to limited review by the statutory auditors of the Company.
2. Previous period figures have been re-grouped I reclassified wherever necessary to conform to current period's classification.

For Siti Networks Limited