===============================================================================

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 20-F

                                   (Mark one)
                REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
                  OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

                                      OR

                X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   for the fiscal year ended: March 31, 2001

                                      OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       for the transition period from to

                        Commission file number 1-14917
                                  MIH LIMITED
             (Exact name of Registrant as specified in its charter)
                             BRITISH VIRGIN ISLANDS
                 (Jurisdiction of incorporation or organization)
                                ABBOTT BUILDING
                                 MOUNT STREET
                                    TORTOLA
                                   ROAD TOWN
                             BRITISH VIRGIN ISLANDS
                    (Address of principal executive offices)
            Securities registered or to be registered pursuant to
                          Section 12(b) of the Act.
                                     None
                               (Title of Class)
             Securities registered or to be registered pursuant to
                           Section 12(g) of the Act.
                 CLASS A ORDINARY SHARES, NO PAR VALUE PER SHARE
                                (Title of Class)
             Securities for which there is a reporting obligation
                    pursuant to Section 15(d) of the Act.

                                     None
                               (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

Class A Ordinary Shares: 28,435,226
Class B Ordinary Shares: 30,787,319

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark which financial statement item the Registrant has
elected to follow.

Item 17 / / Item 18 /X/

===============================================================================



<PAGE>

                               TABLE OF CONTENTS

                                                                           PAGE

Forward-Looking Statements .............................................    1

Exchange Rate Data .....................................................    1

Certain Definitions ....................................................    1

PART I

Item 1.   Identity of Directors, Senior Management and Advisors.........    3

Item 2.   Offer Statistics and Expected Timetable.......................    3

Item 3.   Key Information...............................................    3

          3.A Selected Financial Data...................................    3

          3.D Risk Factors..............................................    7

Item 4.   Information on the Company....................................   15

          4.A History and Development of the Company....................   15

          4.B Business Overview.........................................   16

          4.C Organizational Structure..................................   40

          4.D Property, Plants and Equipment............................   45

Item 5.   Operating  and Financial Review and Prospects.................   45

          5.A Operating Results.........................................   46

          5.B Liquidity and Capital Resources...........................   54

          5.C Research and Development, Patents and Licenses, etc.......   56

          5.D Trend Information.........................................   56

Item 6.    Directors, Senior Management and Employees...................   57

          6.A Directors and Senior Management...........................   57

          6.B Compensation of Directors and Officers....................   59

          6.C Board Practices...........................................   61

          6.D Employees.................................................   62

          6.E Share Ownership...........................................   62

Item 7.    Major Shareholders and Related Party Transactions............   63

          7.A Major Shareholders........................................   63

          7.B Related Party Transactions................................   64

Item 8.    Financial Information........................................   65

<PAGE>

          8.A Consolidated Statements and Other Financial Information....  65

          8.B Significant Changes........................................  66

Item 9.   The Offer and Listing..........................................  66

          9.A Listing Details............................................  66

          9.C Markets....................................................  67

Item 10.  Additional Information.........................................  67

          10.B Memorandum and Articles of Association....................  67

          10.C Material Contracts........................................  70

          10.D Exchange Controls and Other Limitations Affecting Security
               Holders...................................................  71

          10.E Tax.......................................................  71

          10.H Documents on Display......................................  71


Item 11. Quantitative and Qualitative Disclosure About Market Risk.......  72

PART II

Item 12.  Description of Securities Other than Equity Securities.........  73

Item 13.  Defaults, Dividend Arrearages and Delinquencies................  73

Item 14.  Material Modifications to the Rights of Security Holders and
          Use of Proceeds................................................  73

Item 15.  (Reserved).....................................................

Item 16.  (Reserved).....................................................

PART III

Item 17.  Financial Statements...........................................  73

Item 18.  Financial Statements...........................................  73

Item 19.  Exhibits.......................................................  73

Signatures ..............................................................  75

Index to Financial Statements ...........................................  F-1





<PAGE>

                          FORWARD-LOOKING STATEMENTS

          This Annual Report contains "forward-looking statements" as defined
in the Securities Exchange Act of 1934, as amended. These forward-looking
statements are subject to a number of risks and uncertainties, many of which
are beyond our control. Forward-looking statements are typically identified by
the words "believe", "expect", "anticipate", "intend", "estimate" and similar
expressions. All statements other than statements of historical facts
contained in this Annual Report, including, without limitation, the statements
under: "Item 3. Key Information", "Item 5. Operating and Financial Review and
Prospects" and "Item 8. Financial Information - 8.A Consolidated Statements
and Other Information - Legal Proceedings" and located elsewhere herein
regarding industry prospects and the Company's results of operations or
financial position are forward-looking statements. Actual results could differ
materially from those contemplated by these forward-looking statements as a
result of factors such as product and service development, market acceptance
risks, the impact of competitive products, services and pricing, the result of
current and future programming agreements and regulatory relationships, the
results of financing efforts, the pursuit and consummation of certain
acquisitions developments regarding intellectual property rights, litigation
and the factors discussed below under "Item 3. Key Information - 3.D Risk
Factors". In light of these risks and uncertainties, there can be no assurance
that the results and events contemplated by the forward-looking information
contained in this Annual Report will in fact transpire. Investors are
cautioned not to place undue reliance on these forward-looking statements.

                              EXCHANGE RATE DATA

          Our businesses utilize many functional currencies, principally South
African rand, Greek drachmae, Thai baht and U.S. dollars. For the convenience
of the reader, certain amounts contained in this Annual Report and not derived
from the Financial Statements (as defined herein) have been translated from
various functional currencies into U.S. dollars. These translated amounts
should not be construed as a representation that the functional currency
amounts actually represent such U.S. dollar amounts or could be, or could have
been, converted into U.S. dollars at the rates indicated below or at any other
rate. Translations appearing in this document of: (i) rand to dollars have
been conducted at a rate of $1.00 = ZAR 8.0375; (ii) drachmae to dollars have
been conducted at a rate of $1.00 = GRD 387.48; and (iii) baht to dollars have
been conducted at a rate of $1.00 = baht 45.040. These rates of exchange
reflect the noon buying rate in New York City for cable transfers in foreign
currencies as certified for customs purposes by the Federal Reserve Bank of
New York as of March 31, 2001.

                              CERTAIN DEFINITIONS

"ACQUIRED MIH BUSINESSES" means NetHold's pay-television businesses in Africa,
Cyprus, Greece and the Middle East acquired by the Company in the Canal+
Transaction, along with Irdeto.

"AMM" means Asia Multimedia Company Limited, a subsidiary of Telecom Asia.

"BAHT" means the Thai baht, the functional currency of the Kingdom of
Thailand.

"CANAL+" means Canal Plus S.A., a leading pay-television operator in Europe.

"CANAL+ TRANSACTION" means the March 1997 transaction in which the Company
sold its interest in NetHold to Canal+ in exchange for a 5% equity interest in
Canal+ and all of NetHold's pay-television businesses in Africa, Cyprus,
Greece and the Middle East.

"CBSAT" means the China Broadcasting Film and Television Satellite Co. Ltd.

"CINEPLEX" means Cineplex Company Limited, the programming subsidiary of UBC.

"CNE" means Cable  Network Egypt S.A.E.,  a  terrestrial  analog  pay-television
operator in Egypt.

"COMBINED STATEMENTS" means the combined financial statements for the Acquired
MIH Businesses.

"COMPANY" means MIH Limited, together with its subsidiaries, joint ventures
and associates.

"CONSOLIDATED STATEMENTS" means the consolidated financial statements of the
Company and its subsidiaries.

"DRACHMA(E)" or "GRD" means Greek drachma(e), the functional currency of Greece.

"ERT" means Greek Radio Television S.A., the state-owned  broadcasting entity in
Greece.


                                       1

<PAGE>

"FINANCIAL  STATEMENTS"  means  the  Combined  Statements  and the  Consolidated
Statements.

"IAS" means international accounting standards issued by the International
Accounting Standards Committee.

"IBS" means the brand name of Mindport's proprietary customer care and billing
system.

"iTV" means interactive television

"IRDETO" means Irdeto Access B.V. a wholly owned subsidiary of Mindport Holdings
Limited.

"JOHNNIC" means Johnnic (IOM) Limited, a current holder of 3.7% of the
Ordinary Shares.

"JSE" means JSE Securities Exchange South Africa.

"KSC" means KSC Commercial Internet Company Limited.

"LUMIERE TELEVISION" means Lumiere Television Limited, a Cypriot investor that
is our minority partner in MultiChoice Cyprus.

"LUMIERE SERVICES" means Lumiere Services Limited, a Cypriot investor that is
our minority partner in NetMed Hellas.

"M-NET LTD." means Electronic Media Network Limited, the company that produces
the premium film channel carried by our pay-television services in Africa.

"M-WEB HOLDINGS" means M-Web Holdings Limited, the leading Internet on-line
service provider in South Africa.

"M-WEB (THAILAND)" means M-Web (Thailand) Limited, the leading Internet
company in Thailand.

"MCOT" means the Mass Communications Organization of Thailand, one of the two
primary media regulators in Thailand.

"MEMORANDUM"  and  "ARTICLES"  means MIH  Limited's  Memorandum  and Articles of
Association.

"MIH HOLDINGS" means MIH Holdings Limited, the indirect holder of all of the
Class B Ordinary Shares.

"MIH INVESTMENTS" means MIH Investments (Proprietary) Limited, the holder of a
majority of MIH Holdings' shares.

"MINDPORT" means Mindport Holdings Limited and its subsidiaries (including
Irdeto) which, together with OpenTV, form our Software Solutions segment.

"MULTICHOICE AFRICA" means MultiChoice Africa (Proprietary) Limited.

"MULTICHOICE CYPRUS" means MultiChoice Cyprus Limited.

"MULTICHOICE EGYPT" means MultiChoice Egypt Limited.

"MULTICHOICE HELLAS" means MultiChoice Hellas S.A.

"MULTICHOICE MIDDLE EAST HOLDINGS" means MultiChoice Middle East Holdings Inc.

"MULTICHOICE MIDDLE EAST" means MultiChoice Middle East Inc.

"NASDAQ" means the Nasdaq National Market.

"NASPERS" means Naspers Limited, a JSE-listed company that owns all of the
voting stock of MIH Investments.

"NETHOLD" means NetHold B.V., the holding company through which the Company
held its interest in the Acquired MIH Businesses prior to the Canal+
Transaction.

"NETMED" means NetMed N.V. and its subsidiaries,  the subsidiaries through which
we conduct our pay television operations in Greece and Cyprus.

"NETMED HELLAS" means NetMed Hellas S.A.

                                       2

<PAGE>

"NOVA" means the digital satellite platform and bouquet of television services
in Greece and Cyprus.

"OPENTV"  means  OpenTV,   Inc.,  our  subsidiary  that  produces  software  for
interactive television.

"ORBICOM" means Orbicom (Proprietary) Limited.

"ORDINARY SHARES" means the Class A Ordinary Shares and the Class B Ordinary
Shares.

"PARTICIPANTS OF RECORD OF MIHL" means all registered shareholders.

"QQ" is the dominant instant messaging service in China.

"RTBA" means the Thai Radio and Television Broadcasting Act of BE 2498 (AD
1955).

"SABC" means the South African Broadcasting Corporation, the state-owned
broadcaster in South Africa.

"SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

"SG&A" means selling, general and administrative costs.

"SOUTH AFRICA" means the Republic of South Africa.

"SSIH" means SuperSport International Holdings Limited, the company that
produces the sports channels carried by our pay-television services in Africa.

"SUB-SAHARAN AFRICA" means countries in the sub-Saharan African region
excluding South Africa.

"TELECOM ASIA" means Telecom Holding Company Limited.

"THOMSON" means Thomson Consumer Electronics, Inc.

"TPS" means Television par Satellite, a digital satellite pay-television
operator in France.

"UBC" means United Broadcasting Corporation Public Company Limited, formerly
the International Broadcasting Corporation Public Company Limited, the
Company's Thailand joint venture.

"UBC Cable" means UBC Cable Network Public Company Limited, a subsidiary of
UBC.

"UBC Group" means UBC and its subsidiaries.

"U.S.  DOLLAR",  "dollar" or "$" means the United States dollar,  the functional
currency of the United States of America.

"US GAAP" means accounting principles generally accepted in the United States
of America.

"ZAR" or "rand" means South African rand, the functional currency of the
Republic of South Africa.

PART I.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

          Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

          Not applicable

ITEM 3. KEY INFORMATION

     3.A. SELECTED FINANCIAL DATA

          The selected financial data set forth below have been derived from
the Consolidated Financial Statements for the years ended March 31, 2001,
2000, 1999 and 1998 and from the Combined Financial Statements for the year
ended March 31, 1997. The Financial Statements are prepared in accordance with
international accounting standards ("IAS"). The Consolidated Financial
Statements as of March 31, 2001, 2000, 1999 and 1998 and for each of the four
years in the period ended March 31, 2001 were audited by
PricewaterhouseCoopers Inc. The Combined Financial Statements for the year
ended March 31, 1997 were audited by Coopers & Lybrand (predecessor to
PricewaterhouseCoopers Inc.). The accounting policies adopted by the Company
under IAS differ in certain significant respects from accounting principles
generally accepted

                                       3

<PAGE>

in the United States of America ("US GAAP"). Such differences are described in
Note 38 to the consolidated financial statements included elsewhere in this
annual report and in "Item 5. Operating and Financial Review and Prospects".
The Combined Financial Statements include the combined accounts of the
Acquired MIH Businesses (as defined) and eliminate all accounts among the
Acquired MIH Businesses. The Combined Financial Statements do not eliminate
amounts due from the Acquired MIH Businesses to MIH Limited, which the
Consolidated Statements do eliminate, nor do they include purchase accounting
adjustments that occurred as a result of the Canal+ Transaction (as defined).
When you read this selected financial and operating data, you should also read
the Consolidated Financial Statements and related notes included elsewhere in
the annual report. The historic results are not necessarily indicative of
future results.

<TABLE>
<CAPTION>

                                                                                                       ACQUIRED MIH
                                                                                                         BUSINESS
                                                                                                         COMBINED
                                                             CONSOLIDATED (1)                          (PREDECESSOR)
                                                                                                            (1)
                                    --------------------------------------------------------------     -------------

                                                                     YEAR ENDED MARCH 31,

<S>                                                  <C>          <C>            <C>          <C>         <C>
                                                     2001         2000           1999         1998        1997

                                                       (U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
                                    ---------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS DATA:
Amounts in accordance with IAS:
Revenues:


Subscriptions                                     $ 513.6        $ 508.9        $ 442.7      $ 404.5      $315.5
Hardware and software sales                          73.9           81.1           72.0         63.1        60.2
Technology and other                                186.0          133.4           93.2         32.9        16.2
                                                 --------        -------        -------     --------    --------
     Total revenues, net                            773.5          723.4          607.9        500.5       391.9
Operating expenses:

Cost of providing services                        (428.9)         (435.6)        (390.5)      (308.8)     (259.4)
Selling, general and administrative               (390.1)         (284.0)        (203.8)      (175.2)     (140.4)
Depreciation and amortization                     (202.8)          (74.0)         (51.4)       (58.0)      (16.2)
                                                --------        --------        -------     --------    --------
    Operating loss                                (248.3)          (70.2)         (37.8)       (41.5)      (24.1)
Financial results, net(2)                           (8.3)          (15.9)          (9.1)        (5.5)       (5.3)
Loss on marketable securities                      (42.9)              -              -            -           -
Equity results in joint ventures and associates    (75.7)          (41.6)         (43.3)        (7.9)        3.8
Profit on sale/dilution of interests
in subsidiaries, joint ventures and associates     429.2           114.2           31.1            -           -
                                                --------        --------        -------     --------    --------

Profit/(loss) before taxation                        54.0          (13.5)         (59.1)       (54.9)      (25.6)
Profit/(loss) from continuing operations            152.2           (9.1)         (59.0)       (58.5)      (26.0)
Net profit/(loss)                                   152.2          (17.0)         (68.8)       (63.8)      (26.0)
Per share amounts(3)
BASIC
Profit/(loss) from continuing operations       $     2.75       $   (0.18)      $  (1.54)    $ (1.53)
Net profit/(loss)                                    2.75           (0.34)         (1.80)      (1.67)
Diluted
Profit/(loss) from continuing operations         $   2.69      $    (0.18)      $  (1.54)    $ (1.53)
Net profit/(loss)                                    2.69           (0.34)         (1.80)      (1.67)
Dividends(4)                                            -               -              -        1.36
Weighted average shares outstanding
Basic                                          55,414,252       50,790,662      38,235,000   38,235,000
Diluted                                        56,537,850       50,790,662      38,235,000   38,235,000


</TABLE>

                                      4
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       ACQUIRED MIH
                                                                                                         BUSINESS
                                                                                                         COMBINED
                                                             CONSOLIDATED (1)                          (PREDECESSOR)
                                                                                                            (1)
                                    --------------------------------------------------------------     -------------

                                                                     YEAR ENDED MARCH 31,

<S>                                                 <C>          <C>             <C>          <C>         <C>
                                                     2001         2000           1999         1998        1997

                                                       (U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
                                    ---------------------------------------------------------------------------------

Amounts in accordance with US GAAP:

Total revenues, net                          $     773.6         $ 723.4        $ 607.9      $ 500.5     $ 391.9
Profit/(loss) from continuing operations           559.4          (102.5)         (64.1)       (74.1)      (26.0)
Net profit/ (loss)                                 559.4          (110.5)         (74.0)       (79.3)      (26.0)
Per share amounts
BASIC (3)
Profit/(loss) from continuing operations           10.09            (2.01)         (1.68)       (1.94)
Net profit/(loss)                                  10.09            (2.17)         (1.94)       (2.07)
Diluted (3)
Profit/(loss) from continuing operations            9.89            (2.01)         (1.68)       (1.94)
Net profit/ (loss)                                  9.89            (2.17)         (1.94)       (2.07)


BALANCE SHEET DATA (AT PERIOD END):
Amounts in accordance with IAS:

Cash and cash equivalents                          329.7          $180.0        $  56.1      $ 153.4      $ 53.9
Total assets(5)                                  1,929.7           996.6          776.2        646.1       287.2
Total debt(7)                                      320.7           249.7          284.4        107.6        76.8
Total liabilities(5)                               632.6           549.8          599.0        392.5       337.7
Amounts in accordance with US GAAP:
Total assets(6)                                  2,854.3          $977.0        $ 746.3       $621.2      $287.2

Total debt(7)                                  320.7              249.7           284.4        107.6        76.8
Total liabilities(6)                           555.0              549.8           599.0        392.5       337.7
Minority interest                            1,255.3              107.9             0.5          -             -
Total shareholders' equity                   1,044.0              319.3           146.8        228.7       (50.6)
OTHER DATA:
Operating (loss)/ profit before
  depreciation and amortization(8)             (45.5)       $       3.8         $  13.6        $16.5      $ (7.9)
Cash flow from operating activities            (71.0)              24.5           (19.2)         5.2        68.5
Cash flow from investing activities             44.6             (218.3)          (85.2)       178.4       (14.6)
Cash flow from financing activities            184.2              324.1             7.8        (84.9)      (13.3)
Capital expenditure                            (36.6)             (25.5)          (11.4)       (31.7)      (17.6)
Subscribers in thousands (at period end):
Africa

         South Africa                          1,060              1,088           1,073           1,054    1,008
         Sub-Saharan Africa                      180                155             140             109      104
         Egypt                                    55                 46              30              18       13
         Middle East                             102                 94              62              27       15
                                               -----              -----           -----           -----    -----
                  Total Africa                 1,397              1,383           1,305           1,208    1,140
Mediterranean
         Greece                                  334                307             316             254      203
         Cyprus                                   51                 43              35              31       26
                                               -----              -----           -----           -----    -----
                  Total Mediterranean            385                350             351             285      229
Asia
         Thailand                                382                333             300             313      253
                                               -----              -----           -----           -----    -----
                  Total subscribers            2,164              2,066           1,956           1,806    1,622
                                            ========            =======         =======          ======   ======
Average monthly revenue per subscriber(9)   $  26.36            $ 26.34         $ 24.11          $23.90   $21.10

</TABLE>

                                       5

<PAGE>

                                                              Consolidated
                                                          Year Ended March 31,
                                                          --------------------
                                                                   1997

                                                      (U.S. dollars in millions,
                                                        except per share data)
                                                       ------------------------
STATEMENTS OF OPERATIONS DATA:
Amounts in accordance with IAS:
Net profit                                              $        409.2
Weighted average shares outstanding                         38,235,000
Profit per share                                                 10.68
Amounts in accordance with US GAAP:
Net profit                                               $       409.6
Profit per share                                                 10.69
BALANCE SHEET DATA (AT PERIOD END):
Amounts in accordance with IAS:
Total assets                                             $       803.1
Total debt (5)                                                   124.0
Amounts in accordance with US GAAP:
Total assets                                             $       803.1
Total debt (5)                                                   124.0
Total shareholders' equity                                       397.3



1) See "Item 4.  Information on the Company - 4.A History and Development of the
Company".

2) Includes interest expense, interest income, dividend income and foreign
exchange gains and losses.

3) Per share  amounts  are not  applicable  to the results of the  Acquired  MIH
Businesses.

4) Dividend paid in 1998 was to facilitate the capitalization of M-Web
Holdings. The Company does not expect to pay dividends in the near future.

5) The comparative total assets and total liabilities amounts in respect of
the year ended March 31, 2001 have been changed to exclude long-term sports
rights, for which the price changes depending on the league in which a sports
team plays. Previously the estimated costs of these contract rights were
capitalized. The cost was estimated based on the amount payable under the
contract if the sports team remained in the same league for the duration of
the contract. The asset and liability were adjusted if the team was promoted
or relegated to a different league. Since the amount payable under the
contract changes according to the league in which the sports team plays, the
cost of these sports rights cannot be measured reliably at the inception of
the contract as required to capitalize an intangible asset under IAS 38
"Intangible Assets". The Company therefore changed its method of accounting
for these variable sports rights to report an expense upon showing or an asset
and liability when the cost of each event is reliably determinable. This
change did not have an effect on net income or shareholders' equity of the
Company. Total assets and liabilities as of March 31, 2000, relating to
program and film rights each decreased by $80.3 million. The Company did not
have any significant variable sports rights prior to March 31, 2000.

6) Under US GAAP, program and film rights are only accounted for on screening
in line with SFAS 63 "Financial Reporting by Broadcasters". The different
treatment between IAS and US GAAP does not have an impact on net profit or
shareholders' equity. For further information see note 38 to our consolidated
financial statements included elsewhere in this annual report.

7) Includes bank overdrafts, current portion of long-term debt, long-term debt
(including approximately $20.1 million (inclusive of accreted interest) which
was recorded in connection with the transfer of shares of M-Net/SSIH), but
excluding the liabilities for program and film rights. At the end of fiscal
1997, excludes debt owed to MIH Limited included in the liabilities of the
Acquired MIH Businesses, as such amounts would be eliminated upon
consolidation.

8) Operating (loss)/profit before depreciation and amortization is defined as
Operating (loss)/profit before depreciation and amortization (other than
amortization of film and sports rights). Operating (loss)/profit before
depreciation and amortization is presented supplementally as we believe it is
the most appropriate measure for

                                       6

<PAGE>

evaluating operating performance. We believe Operating (loss)/profit before
depreciation and amortization is a standard measure commonly reported and
widely used by analysts, investors and others associated with the pay-media
industry. Operating (loss)/profit before depreciation and amortization
eliminates the uneven effect across reporting periods and companies of (1)
depreciation of tangible property, plant and equipment and (2) amortization of
intangible assets acquired in business combinations accounted for by the
purchase method of accounting. While many in the financial community consider
Operating (loss)/profit before depreciation and amortization to be an
important measure of comparative operating performance, it should be
considered in addition to, and not as a substitute for, operating income, net
income, cash flow and other measures of financial performance prepared in
accordance with generally accepted accounting principles which are presented
in the audited financial statements included elsewhere in this Annual Report.
Additionally, our calculation of Operating (loss)/profit before depreciation
and amortization may be different than the calculation used by other companies
and, therefore, comparability may be affected.

9) Excludes our Asia and Middle East pay-television operations because such
revenues are not consolidated with our income statements. Total subscribers
from consolidated operations were 1,680, 1,638, 1,594 and 1,466 million at
March 31, 2001, 2000, 1999 and 1998, respectively.

EXCHANGE RATES

          The following table sets forth, for the periods indicated, certain
information concerning the rate of exchange of the Thai baht into U.S. dollars
based on the Noon Buying Rate in New York City for cable transfers as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate"). For the convenience of the reader, certain amounts
contained in this Annual Report and not derived from the Financial Statements
(as defined herein) have been translated from Thai baht into U.S. dollars.
These translated amounts should not be construed as a representation that the
functional currency amounts actually represent such U.S. dollar amounts or
could be, or could have been, converted into U.S. dollars at the rates
indicated below or at any other rate.

                                                MARCH 31,
                   -----------------------------------------------------------
Baht                 2001          2000          1999       1998          1997
                   ------         -----          -----     -----         -----
Period End          44.99         37.85          37.58     39.60         25.97
High                44.99         41.62          43.75     56.10         26.10
Low                 37.78         36.58          35.78     22.75         25.23
Average (1)         41.58         38.05          38.76     36.90         25.54

(1) The average of the Noon Buying Rates on the last day of each full month
during the relevant period.


3.D. RISK FACTORS

          In addition to other information contained in this annual report,
prospective investors should consider carefully the following factors in
evaluating our company and its business before making an investment in the
securities of the company.

RISKS RELATED TO OUR OPERATIONS

WE HAVE A HISTORY OF OPERATING LOSSES THAT WILL CONTINUE AT LEAST THROUGH THE
FISCAL YEAR ENDING MARCH 31, 2002, AND WE MAY NEVER BE PROFITABLE

          We have incurred significant net losses since inception and, at
March 31, 2001, had an accumulated deficit of $300.7 million (including
foreign currency translation adjustments). In addition, we currently intend to
incur substantial operating expenses for the foreseeable future to fund the
expansion of our businesses and to attempt to increase our subscriber base and
develop our Internet and technology businesses. As a result, we expect to
incur operating and net losses through the fiscal year ending March 31, 2002
and may continue to incur losses thereafter. We cannot assure you that we will
ever be profitable.

GENERAL ECONOMIC TRENDS, INCLUDING THE RECENT GLOBAL ECONOMIC DOWNTURN AND THE
FAILURE OF MANY INTERNET AND TECHNOLOGY BUSINESSES, MAY CONTINUE TO REDUCE OUR
REVENUES AND INCREASE OUR LOSSES

          Our revenues are subject to the risks arising from adverse changes
in regional and global economic conditions. A decline in general economic
conditions has had and could continue to have an adverse effect on our
revenues and profit margins. Because of the global economic downturn, we are
currently experiencing a decline

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<PAGE>

in revenues.  If the  economic  slowdown  continues  or worsens,  our results of
operations may continue to be adversely affected.

          We are also subject to the risks arising from adverse changes in the
Internet sector. The growth of Internet business, including the use of instant
messaging, has been slower than expected. As a result, the levels of
advertising and other revenues from our Internet operations have been lower
than we expected. We cannot assure you that we will ever realize the
originally anticipated benefits of our investments in our Internet operations.

          The success of our technology businesses is wholly dependent on the
rollout of existing pay-media and the rollout of new emerging broadband
markets. Our businesses are affected by the significant slow down in global
economic trends and technology rollouts. If the economic slowdown continues or
worsens, our results of operations may continue to be adversely affected.

FAILURE TO MAINTAIN OUR RELATIONSHIPS WITH LOCAL PARTNERS AND LOCAL
GOVERNMENTS COULD HURT OUR BUSINESS IN SOME REGIONS

          Many of our operations have been developed in cooperation or
partnership with key local parties. With regard to these operations, we are
dependent on our local partners to provide knowledge of the local market
conditions and to facilitate the acquisition of necessary licenses and
permits. Any failure by us to form or maintain alliances with local partners,
or the pre-emption or disruption of these alliances by our competitors or
otherwise, could adversely affect our ability to penetrate and compete
successfully in many important markets. Some of our businesses may also be
vulnerable to local governmental or quasi-governmental entities or other third
parties who wish to renegotiate the terms and conditions of, or terminate,
their agreements or other understandings with us. Adverse developments with
respect to our relationships with our local partners or with local
governmental or quasi-governmental entities could adversely affect our
business strategy and operating results in important markets.

OUR BUSINESSES ARE HIGHLY COMPETITIVE AND INCREASED COMPETITION COULD REDUCE THE
VALUE OF AN INVESTMENT IN OUR COMPANY

          Pay-television. Although we are currently the only major provider of
pay-television services in each of our markets, we compete directly with both
state-owned and private national free-to-air broadcast networks and regional
and local broadcast stations for audience share, programming and advertising
revenue and indirectly with motion picture theatres, video rental stores and
other entertainment and leisure activities for general leisure spending. The
markets in which we operate are in a constant state of change due to
technological, economic and regulatory developments. We are unable to predict
what forms of competition will develop in the future, the extent of such
competition or its possible effects on our businesses.

          iTV. The iTV business is a highly competitive industry and increased
competition could reduce the value of our investment in OpenTV. OpenTV's
current and potential competitors in one or more aspects of its business
include iTV technology companies, such as Liberate Technologies, Canal+
Technologies and Microsoft and its wholly-owned subsidiary, WebTV,
Internet-related companies, such as America Online, Yahoo! and Real Networks,
and broadband interactive service providers, such as Excite@Home and
RoadRunner. These companies and many of OpenTV's other current and potential
competitors have significantly greater financial, technical and marketing
resources and better-recognized brand names than OpenTV does.

          Internet. The market for Internet access and related services is
extremely competitive. We anticipate that competition will continue to
intensify as the use of the Internet grows. The tremendous growth and
potential market size of the Internet services market has attracted many
start-up companies as well as existing businesses from different industries.
The African and Asian Internet markets, where we plan to expand our
operations, are characterized by an increasing number of entrants because
start up costs are so low. In addition, the Internet industry in Africa and
Asia is relatively new and subject to continuing definition and, as a result,
our competitors may better position themselves to compete in these markets as
they mature. These competitors include, in addition to national, regional and
local Internet service providers, long distance and local exchange
telecommunications companies, cable television companies, direct broadcast
satellite and other wireless communications providers and online service
providers. Many of these competitors have longer operating histories and
substantially greater financial, technical, marketing and personnel resources
as well as greater name recognition than we do.

          Other technology. The market for the products and services offered
by our Mindport division is highly competitive. We compete with numerous other
entities, including other pay-television providers, many of which have
substantially greater financial resources than we do. Current and potential
competitors in one or more aspects of the Mindport product line include
television and other system software companies, iTV system providers and
providers of authoring tools and integration services for pay-media and
interactive technology solutions. There are also numerous businesses with the
expertise and financial resources necessary to enter

                                       8

<PAGE>

the markets in which Mindport operates.

RAPID  TECHNOLOGICAL  ADVANCES OR THE ADOPTION OF NEW STANDARDS COULD RENDER OUR
PRODUCTS OBSOLETE OR NON-COMPETITIVE

          The rate of technological change currently affecting the television
and Internet industries is particularly rapid compared to other industries.
Emerging trends, such as the migration of television from analog to digital
transmission and the convergence of television, the Internet, communications
and other media, are creating a dynamic and unpredictable environment in which
to operate. New technologies or industry standards have the potential to
replace or provide lower-cost alternatives to our products and services,
particularly those of our Mindport division. Our ability to anticipate
industry trends and adapt to new technologies is critical to our success.

          Technological advances by our competitors could render our existing
products and services obsolete or less competitive. We may also have to incur
substantial expenditures to modify, enhance or adapt our products or services
as a result of changes in technology. Any delay or failure on our part to
respond quickly, cost-effectively and sufficiently to these developments could
have a material adverse effect on our business, financial condition and
results of operations.

OUR MULTINATIONAL OPERATIONS EXPOSE US TO CERTAIN FINANCIAL, OPERATIONAL, SOCIAL
AND POLITICAL RISKS

          Foreign currency risks. Although a substantial portion of our
revenue is denominated in the currencies of the countries in which we operate,
a significant portion of our cash obligations, including the payment
obligations under our satellite transponder leases and our contracts for
programming and channels for our pay-television platforms, are denominated in
U.S. dollars. In those areas where our revenue is denominated in local
currency, a depreciation of that currency against the U.S. dollar could
adversely affect our earnings and our ability to meet our cash obligations.
Similarly, where we price our products and services in U.S. dollars or U.S.
dollar equivalents, a depreciation of the local currency would make our
products more expensive for our customers and could have an adverse impact on
our sales. Many of our operations are in countries or regions where there has
been substantial depreciation of the local currency against the U.S. dollar in
recent years. Although most of our operating entities hedge a substantial
portion of their currency risks, we cannot assure you that this hedging will
fully protect us against currency fluctuations or that we will be able to
hedge effectively against these risks in the future.

          Our reporting currency is the U.S. dollar. We conduct and will
continue to conduct business transactions in currencies other than our
reporting currency. Accordingly, appreciation or depreciation in the value of
other currencies as compared to our reporting currency will result in
translation gains or losses which, if the appreciation or depreciation is
significant, could be material.

          Social, economic and political factors. Many of the countries in
which we operate are subject to social, political or economic pressures that
may materially adversely affect our business. South Africa is a nascent
democracy that is in the early stages of addressing a large wealth
differential among its citizens. In recent years, South Africa has also
experienced high levels of crime and unemployment, which have impeded foreign
investment and prompted an emigration of skilled workers. We also operate in
Zimbabwe, which is currently experiencing difficulty with proposed land
redistribution and from which we are having difficulty realizing the benefit
of our local revenues. Many countries in Asia have in the past few years
experienced significant economic downturns and related difficulties. As a
result of the decline in the value of the region's currencies, many Asian
governments and companies have had difficulties servicing foreign
currency-denominated debt and many corporate borrowers have defaulted on their
payments. As the economic crisis spread across the region, governments raised
their interest rates to defend their weakening currencies, which adversely
impacted domestic growth rates. In addition, liquidity was substantially
reduced as foreign investors curtailed investments in the region and domestic
and foreign banks restricted additional lending activity. The currency
fluctuations, higher interest rates, increases in corporate bankruptcies,
stock market declines, government-imposed austerity measures and other factors
have materially and adversely affected the economies of many countries in
Asia, including China and Thailand. These adverse economic developments in
Asia could materially adversely affect our business. In addition, we currently
do and may begin to do business in other countries that are subject to
political, social or economic pressures that could adversely affect our
business. Although governments in many of these countries have taken steps
toward addressing these problems, it is not possible to predict whether or to
what extent these steps will succeed in achieving their objectives or what
effect these steps or these problems will have on companies doing business in
these countries.

GOVERNMENT REGULATIONS MAY ADVERSELY AFFECT OUR BUSINESS

          Pay-television, Internet and other pay-media operations and the
provision of programming services are generally subject to governmental
regulation, which may change from time to time. Changes in applicable laws

                                       9

<PAGE>

and regulations could cause us to incur additional costs of compliance or
otherwise adversely affect our business. We cannot assure you that material
and adverse changes in the regulation of our existing operations will not
occur in the future. Regulation can take the form of price controls, service
requirements, programming content restrictions, foreign ownership restrictions
and licensing requirements, among others. Delays in obtaining or renewing any
required regulatory approvals could adversely affect our ability to offer some
or all of our services. In most countries in which we do or may do business,
we operate or may operate pursuant to licenses obtained from governmental or
quasi-governmental agencies, which licenses are generally subject to periodic
renewal. Our inability to obtain or retain any required licenses could have a
material adverse effect on our business.

BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY OR TO
DEVELOP NEW PROPRIETARY TECHNOLOGY MAY NEGATIVELY AFFECT US

          Our success depends in part on our ability to protect and maintain
the proprietary nature of our technology through a combination of patents,
trade secrets, trademarks, copyrights, licenses and other intellectual
property arrangements. We have issued and pending patents, trademark
registrations and computer program copyrights in the United States and other
countries. It may be possible, however, for a third party to copy or otherwise
obtain and use our technology without authorization, or to develop similar
technology independently. Furthermore, the laws of some of the countries in
which we sell our products do not protect our intellectual property rights to
the same extent as do the laws of the United States. If unauthorized copying
or misuse of our products were to occur to any substantial degree, our
business could be materially adversely affected. We cannot assure you that our
means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology.

          In the future, we may receive notices of claims of infringement of
other parties' proprietary rights or claims for indemnification resulting from
infringement claims. We expect that software developers will increasingly be
subject to these types of claims as the number of products and competitors
providing software and services to the pay-media industries increases and
overlaps occur. The emerging enhanced-television industry, of which we are
involved in the development, is also highly litigious with regard to
intellectual property matters, particularly in the area of on-screen program
guides. Any such claim, with or without merit, could result in costly
litigation or might require us to enter into royalty or licensing agreements.
These royalty or licensing agreements, if required, may not be available on
terms acceptable to us or they may not be available at all. As a result of
such infringement claims, a court could also issue an injunction preventing us
from distributing certain of our products. Any of these types of problems
relating to intellectual property matters could cause us to incur substantial
costs and could result in a significant diversion of managerial resources,
which in turn could materially adversely affect our business, operating
results and financial position.

WE DEPEND ON KEY PERSONNEL TO MANAGE AND GROW OUR BUSINESS

          Our operating performance depends on the efforts and abilities of
our senior management. The loss of the services of any of these individuals
could have a material adverse effect on our business. We believe that the
success of our technology and Internet businesses will depend in large part on
our ability to attract and retain highly skilled information technology
professionals and software programmers. There is intense competition among
technology and Internet companies for these types of employees. We cannot
assure you that we will be able to attract and retain the personnel necessary
for the development and integration of these businesses. Delays in hiring key
personnel could delay the achievement of our development and marketing
objectives. The loss of the services of key personnel or the failure to
attract additional personnel as required could have a material adverse effect
on our business or financial condition.

WE MAY HAVE DIFFICULTY CONSUMMATING OR INTEGRATING ACQUISITIONS, AND SOME OF
THE CONSEQUENCES OF THOSE ACQUISITIONS THAT WE DO COMPLETE COULD ADVERSELY
AFFECT OUR OPERATING RESULTS

          Part of our growth strategy includes acquisitions of and investments
in pay-television, Internet services, iTV services and pay-media technology
businesses in different countries. We cannot assure you that we will be able
to identify and acquire new businesses on satisfactory terms, if at all, or
that the funds necessary to finance these acquisitions or investments will be
available to us.

          The magnitude, timing and nature of future acquisitions will depend
upon various factors (some of which are beyond our control), including the
availability of suitable acquisition candidates, the negotiation of acceptable
terms, our financial capabilities, the availability of skilled employees to
manage the acquired companies, the receipt of any required regulatory
approvals and general economic and business conditions. In addition, future
acquisitions by us will involve risks, including the risk that they will
require increased capital and operating expenditures associated with upgrading
acquired systems to our standards and the risk that the costs of integrating
these businesses may have a material adverse effect on our operating results.

          The  integration of acquired  businesses may also lead to diversion of
management attention from our


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<PAGE>

other ongoing business concerns. The consummation of certain acquisitions may
lead to our recognizing goodwill, which would be subject to amortization that
would in turn have the effect of delaying future profits, if any, in
subsequent financial reporting periods.

OUR INABILITY TO PROPERLY MANAGE OUR GROWTH COULD ADVERSELY AFFECT US

          We have experienced rapid growth in a relatively short period of
time. If we are able to implement our business strategy successfully, we will
experience additional growth and expansion. The management of this growth will
require, among other things, the continued development of our financial and
management controls, the stringent control of costs and the increased
employment and retention of qualified personnel. If our potential growth is
not adequately managed, our business will suffer.

ADDITIONAL RISKS RELATED TO OUR PAY-TELEVISION BUSINESS

IF THE COST OF RECEIVERS DOES NOT DECREASE, OUR GROWTH MAY BE ADVERSELY AFFECTED

          Our growth depends, in part, upon our ability to attract new
pay-television customers, many of whom are required to make an up-front
investment in purchasing the equipment necessary to receive our transmissions.
The cost of this equipment may discourage potential subscribers. Our market
penetration and growth may be impeded if the cost of the equipment necessary
to receive our broadcasts does not decrease. As a result, we cannot assure you
that we will be able to establish a substantial customer base in new markets
or grow or maintain a substantial customer base in our existing markets.

OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO OBTAIN ATTRACTIVE PROGRAMMING,
PARTICULARLY IF WE ARE UNABLE TO CONTINUE TO OBTAIN EXCLUSIVE RIGHTS TO THIS
PROGRAMMING

          The continued success of our pay-television business will be
dependent on our ability to continue to obtain attractive programming at
commercially reasonable costs. We are dependent on third party suppliers for
substantially all of our programming. A large portion of our programming is
purchased from content providers in the United States and Europe. The
competition for the most attractive programming contracts, including major
sports and premium Hollywood movies, is intense, and in the event that any of
our contracts are cancelled or not renewed, we would be required to seek
alternative programming from other sources. We cannot assure you that
alternative programming would be available to us on acceptable terms or at all
or, if so available, that this programming would appeal to our subscribers.
Our strategy also depends on our ability to offer attractive programming on an
exclusive basis. We cannot assure you that we will continue to obtain
exclusive rights to attractive programming.

SATELLITE FAILURES OR OUR INABILITY TO OBTAIN RIGHTS TO USE SATELLITES COULD
HAVE A SERIOUS ADVERSE IMPACT ON OUR BUSINESS

          Our digital programming is transmitted to customers through
different satellites around the world, and in some regions our terrestrial
analog signal is also transmitted to regional broadcast points through
satellites. In addition, we receive a significant amount of our programming
through satellites. Satellites are subject to significant risks, including
defects, launch failure, incorrect orbital placement and destruction and
damage that may prevent or impair proper commercial operations. All satellites
have limited useful lives, which vary as a result of their construction, the
durability of their components, the capability of their solar arrays and
batteries, the amount of fuel remaining once in orbit, the launch vehicle used
and the accuracy of the launch. In addition, there can be no assurance that
satellites will achieve their minimum design life. Furthermore, our lease
agreements relating to transponders, which are microwave repeaters on a
satellite that can retransmit a signal or set of signals, do not guarantee the
minimum useful life of any satellites. Although we have not experienced any
significant disruption of our transmissions, the operation of satellites is
beyond our control. Future launch failures or disruption of the transmissions
of satellites that are already operational could have a material adverse
effect on our business and financial results. In addition, our ability to
transmit our programming following the expected useful lives of the satellites
in respect of which we currently have use arrangements in place and to
broadcast additional channels will depend upon our ability to obtain rights to
utilize transponders on other satellites. We do not currently have alternative
satellite contracts in place, and in the event of a satellite failure, we
would need to procure transponder capacity on other satellites. We cannot
assure you that we will be able to obtain alternative capacity rights or that
the cost of these rights will be commercially acceptable to us.

A NATURAL DISASTER AFFECTING OUR INFRASTRUCTURE THAT CAUSES A PROLONGED
SUSPENSION OF OUR SERVICES COULD ADVERSELY AFFECT OUR REVENUES AND FINANCIAL
CONDITION

          We are dependent on our own transmission and production facilities
as well as those of our programming suppliers and affiliates to provide our
pay-television services. If a natural disaster or other event, such as a
lightning strike, were to result in the operations at any of these facilities
being disrupted for any

                                      11

<PAGE>

significant period of time or inventory located there being damaged, a
prolonged suspension of our pay-television services could occur and our
results of operations and financial condition could be materially adversely
affected. Although we maintain insurance coverage on our own transmission and
production facilities, we cannot assure you that insurance proceeds would be
available on a timely basis or be sufficient to fully offset any losses that
we may incur.

UNAUTHORIZED  ACCESS TO OUR PROGRAMMING  SIGNALS IS DIFFICULT TO PREVENT AND MAY
ADVERSELY AFFECT OUR REVENUES AND PROGRAMMING ARRANGEMENTS

          We face the risk that our programming signals will be obtained by
unauthorized users. For this reason, the delivery of subscription programming
requires the use of encryption technology to prevent unauthorized access to
programming, or "piracy". We currently utilize encryption technology supplied
to us by our Mindport division. We cannot assure you that this encryption
technology is, or will remain, effective in preventing unauthorized access. If
we determine that our current encryption technology is not sufficiently
effective in preventing piracy, we may need to incur substantial expenditures
to replace or upgrade this technology. In addition, encryption technology
cannot prevent the illegal retransmission or sharing of a television signal
once it has been decrypted. If we fail to control unauthorized access to our
transmissions, our revenues and our ability to contract for programming
services could be adversely affected.

ADDITIONAL RISKS RELATED TO OUR INTERNET BUSINESS

          Our long-term success depends on the development of the Internet as
a commercial medium, which is especially uncertain in the countries in which
we have entered or may enter the Internet business.

          A significant part of our strategy is to develop our Internet
businesses. As is typical in the case of a new and rapidly evolving industry
characterized by rapidly changing technology, evolving industry standards and
frequent new product and service introductions, demand and market acceptance
for recently introduced products and services on the Internet are subject to a
high level of uncertainty. In addition, critical issues concerning the
commercial use of the Internet remain unresolved and may impact the growth of
Internet use. These issues include a perceived lack of security of commercial
data (such as credit card numbers) and capacity constraints resulting in
delays, transmission errors and other difficulties. These and other issues
affecting the Internet industry may be particularly aggravated in the
countries in which we have entered or may in the future enter the Internet
business, such as China, Thailand and other countries in Southeast Asia,
because they have a less developed Internet culture and infrastructure. For
example, the cost of access may prevent many potential users in Asia from
using the Internet. If, in the areas in which we have launched or may launch
an Internet business, the market for Internet access services fails to
develop, develops more slowly than expected or becomes saturated with
competitors, or if the Internet access and services offered by us are not
broadly accepted, our growth strategy could be materially adversely affected.

WE MUST MAINTAIN ACCESS TO QUALITY CONTENT PROVIDED BY THIRD PARTIES IN ORDER
TO DEVELOP OUR INTERNET SUBSCRIBER BASE

          Although we seek to produce or edit a substantial portion of the
content for our web sites, we continue to rely upon third parties to provide
content to complement our own content and thus make our web sites more
attractive to users and, by extension, advertisers and e-commerce partners.
Many of our arrangements with third-party providers of content are not
exclusive, are short-term and may be terminated at the discretion of the other
party. The termination of our arrangements with some of these providers of
content could have an adverse effect on our company.

WE MUST FURTHER DEVELOP  STRATEGIC  RELATIONSHIPS  TO STRENGTHEN OUR COMPETITIVE
POSITION IN OUR INTERNET OPERATIONS

          In the initial stage of our Internet operations, we have focused
upon understanding our target markets and delivering high-quality services and
products designed for these markets. More recently, we have sought to
establish strategic relationships with leading content providers, e-commerce
partners and technology and infrastructure providers. The future growth of our
Internet businesses will depend upon maintaining our existing strategic
relationships as well as our ability to establish new relationships.

WE RELY ON SOFTWARE AND HARDWARE SYSTEMS THAT ARE SUSCEPTIBLE TO FAILURE

          Any system failure or inadequacy that causes interruptions in the
availability of our Internet services, or increases the response time of our
services, as a result of increased traffic or otherwise, could reduce user
satisfaction, future traffic and our attractiveness to advertisers and
consumers. In addition, as the amount of web pages and Internet traffic
increases, there can be no assurance that we will be able to scale our systems
proportionately. We are also dependent upon web browsers, telephone systems
and other aspects of the Internet

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<PAGE>

infrastructure that have experienced significant system failures and
electrical outages in the past, and our users may experience difficulties due
to system failures unrelated to our systems and services. Our operations are
susceptible to outages due to fire, floods, power loss, telecommunications
failures, break-ins and similar events. Despite our implementation of network
security measures, our servers are vulnerable to computer viruses, break-ins
and similar disruptions from unauthorized tampering with our computer systems.
Such events could have a material adverse effect on our business, operating
results and financial condition.

THE TELECOMMUNICATIONS STRUCTURE AND THE REGULATION OF THE INFORMATION
INDUSTRY IN CHINA MAY ADVERSELY AFFECT OUR ABILITY TO DEVELOP A SUCCESSFUL
INTERNET SERVICES BUSINESS IN THAT COUNTRY

          The telecommunications structure in the People's Republic of China
is not well developed and access to the Internet is accomplished primarily by
means of the government's backbone of separate national interconnecting
networks that connect with the international gateway to the Internet. This
backbone is owned by the Chinese government and is the only channel through
which the domestic Chinese Internet network can connect to the international
Internet network. Although private sector Internet service providers, or ISPs,
exist in China, almost all access to the Internet is accomplished through
ChinaNet, China's primary commercial network, which is owned and operated by
the Chinese government. We rely on this backbone and China Telecom to provide
data communications capacity primarily through local telecommunications lines.
As a result, we will continue to depend on the Chinese government to establish
and maintain a reliable Internet infrastructure to reach a broader base of
Internet users in China. We will have no means of getting access to
alternative networks and services, on a timely basis or at all, in the event
of any disruption or failure. We cannot assure you that the Internet
infrastructure in China will support the demands associated with continued
growth.

          The People's Republic of China has enacted regulations governing
Internet access and the distribution of news and other information.
Periodically, the Ministry of Public Security has stopped the distribution of
information over the Internet that it believes to be socially destabilizing by
blocking web sites maintained outside of China. The Chinese government has
also expressed its intention to closely control possible new areas of business
presented by the Internet such as Internet telephony. If the Chinese
government were to take any action to limit or eliminate the distribution of
information through Internet portal networks or to limit or regulate any
current or future applications available to users on Internet portal networks,
such action could adversely affect our ability to develop a profitable
Internet business in China.

          The Chinese government also regulates access to the Internet by
imposing strict licensing requirements and requiring ISPs in China to use the
international inbound and outbound Internet backbones. We cannot assure you
that we will be able to obtain or maintain all necessary licenses required in
the future or that future changes in Chinese government policies affecting the
provision of information services, including the provision of online services
and Internet access, will not impose additional regulatory requirements on the
Internet operations that we are developing in China. These types of regulatory
requirements may make it difficult or impossible for us to build a successful
Internet business in China.

RISK RELATED TO OUR CORPORATE AND OWNERSHIP STRUCTURE

WE ARE DEPENDENT ON ACCESS TO CASH FLOWS FROM OUR SUBSIDIARIES AND JOINT
VENTURE INVESTMENTS TO FUND OUR BUSINESS OPERATIONS, WHICH COULD RENDER US
UNABLE TO MEET OUR CASH REQUIREMENTS

          Our company is structured as a holding company and we have no
significant business operations or assets other than our interests in our
subsidiaries, joint ventures and other investments. Accordingly, we must rely
entirely upon distributions and repayment of advances from our subsidiaries,
joint ventures and other investments to generate the funds necessary to meet
our obligations and our other cash flow needs, including cash for working
capital, capital expenditures and acquisitions. Our subsidiaries and joint
ventures are separate and distinct legal entities that have no obligation to
make any funds available to us, whether by dividends, loans or other payments.
In addition, the ability of our subsidiaries and joint ventures to make
distributions to us is subject, in certain jurisdictions, to foreign
investment and exchange laws and the availability of foreign exchange in
sufficient quantities in those countries. The amount of distributions we
receive from these entities is also affected by the regulatory systems in
these jurisdictions, primarily the provisions relating to exchange controls.
In addition, because the consent of our joint venture partners is required in
some of our joint ventures for distributions from these joint ventures, our
ability to receive distributions from these joint ventures is dependent on the
co-operation of our joint venture partners. Accordingly, we cannot assure you
that we will be able to realize benefits from our subsidiaries, joint ventures
and other investments through the receipt of distributions at the times and in
the amounts we desire. Any failure by us to receive distributions from our
subsidiaries, joint ventures or other investments would restrict our ability
to pay dividends on our Class A Ordinary Shares in the future and could
otherwise have a material adverse effect on our business and financial
condition. In the event that we are unable to meet our working capital needs
and capital expenditure requirements with cash generated from our
subsidiaries, joint ventures or other investments, we would have to consider
various options, such as incurring indebtedness, obtaining additional equity
capital or selling our assets. We cannot assure you that we

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<PAGE>

will be able to raise new equity capital, refinance our outstanding
indebtedness or obtain new financing in the future or that, if we are able to
do so, the terms available will be favourable to us.

OUR INABILITY TO UNILATERALLY CONTROL OUR JOINT VENTURES COULD HURT OUR BUSINESS
IN SOME REGIONS

          Significant actions by most of our joint ventures, such as approving
budgets and business plans, declaring and paying dividends and entering into
significant transactions, effectively require the approval of our local
partners. Accordingly, we do not have unilateral control over the operations
of many of our joint ventures, which limits our flexibility and could
adversely affect our business strategy and operating results in some important
regions.

THE INTERESTS OF OUR MAJORITY OWNER MAY DIFFER FROM YOUR INTERESTS AND MAY
RESULT IN OUR ACTING IN A MANNER INCONSISTENT WITH YOUR GENERAL INTERESTS

          MIH Holdings indirectly owns all of our outstanding Class B Ordinary
Shares, representing 76.4% of the voting rights with respect to our ordinary
shares. MIH Investments (Proprietary) Limited owns 64.7% of the voting stock
of MIH Holdings, and Naspers owns all the voting stock of MIH Investments and
directly owns 2.8% of MIH Holdings. In addition Naspers directly owns 3.4% of
the voting stock of MIH Limited. As a result of their ownership of our Class A
Ordinary Shares and Class B Ordinary Shares, MIH Holdings and its parent
companies effectively control us and have sufficient voting power, without the
vote of any other shareholders, to determine the outcome of any action
requiring shareholder approval, including amendments of our Memorandum and
Articles for any purpose (which could include increasing or reducing our
authorized capital or authorizing the issuance of additional shares). We
engage in transactions with MIH Holdings and its parent companies in the
ordinary course of business. The interests of MIH Holdings and its parent
companies may diverge from your interests, and they may be in a position to
require us to act in a way that is inconsistent with the general interests of
the holders of our Class A Ordinary Shares, including through transactions
with related companies. For a more complete description of our relationships
with MIH Holdings and its parent companies and these companies' ownership of
our ordinary shares, see "Item 4. Information on the Company - 4.C.
Organizational Structure" and " Item 7. Major Shareholders and Related Party
Transactions".

BECAUSE WE ARE A BRITISH VIRGIN ISLANDS COMPANY, YOU MAY HAVE DIFFICULTY
PROTECTING YOUR INTERESTS IN RESPECT OF DECISIONS MADE BY OUR BOARD OF
DIRECTORS

          Our corporate affairs are governed by our Memorandum and Articles
and by the International Business Companies Act of the British Virgin Islands.
Principles of law relating to such matters as the validity of corporate
procedures, the fiduciary duties of management and the rights of our
shareholders may differ from those that would apply if we were incorporated in
the United States or another jurisdiction. The rights of shareholders under
BVI law are not as clearly established as are the rights of shareholders in
many other jurisdictions. Thus, you may have more difficulty protecting your
interests in the face of actions by our board of directors or our principal
shareholders than you would have as shareholders of a corporation incorporated
in another jurisdiction.

BECAUSE WE ARE A BRITISH VIRGIN ISLANDS COMPANY, YOU MAY NOT BE ABLE TO ENFORCE
JUDGEMENTS AGAINST US THAT ARE OBTAINED IN U.S. COURTS

          We are incorporated in the British Virgin Islands and our business
operations are located in several countries, principally South Africa, the
Netherlands, Greece, Thailand and China. The majority of our directors and
officers reside outside the U.S., and nearly all of our assets and the assets
of these persons are located outside the United States. As a result, it may be
difficult or impossible for investors to effect service of process on us or
these persons within the United States or to enforce against us or these
persons judgements obtained in U.S. courts, including judgements predicated
upon the civil liability provisions of the federal securities laws of the
United States.

          We have been advised by Harney Westwood and Riegels, our British
Virgin Islands counsel, that judgements of U.S. courts predicated upon the
civil liability provisions of the federal securities laws of the United States
may be difficult to enforce in BVI courts and that there is substantial doubt
as to whether BVI courts will enter judgements in original actions brought in
BVI courts predicated solely upon the civil liability provisions of the
federal securities laws of the United States.

                                      14

<PAGE>

SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS SIGNIFICANTLY RESTRICT OUR ABILITY
TO RECEIVE CASH DISTRIBUTIONS FROM OUR SOUTH AFRICAN SUBSIDIARIES

          Our South African subsidiaries are subject to significant
restrictions on their ability to remit funds outside of South Africa. South
Africa exchange control regulations provide for a common monetary area
consisting of South Africa, Lesotho, Namibia and Swaziland. Transactions
between South African residents and residents of countries outside the common
monetary area are subject to South African exchange control regulations. South
African residents, including companies, are generally not permitted to export
capital from South Africa or to hold foreign currency without the approval of
the South African Reserve Bank, and restriction are imposed on their foreign
investments. In addition, South African companies are generally required to
repatriate to South Africa those profits of foreign operations, which are not
required to fund their ongoing business operations. While these restrictions
have been liberalized in recent years, a South African company's ability to
raise and deploy capital outside South Africa remains subject to significant
restrictions. These exchange control regulations effectively prevent us from
receiving distributions from our South African subsidiaries.

RISKS RELATED TO OUR SHARES

WE DO NOT ANTICIPATE PAYING DIVIDENDS

          We anticipate that all of our earnings in the foreseeable future
will be retained to finance the continued growth and expansion of our
business. Accordingly, we do not anticipate paying cash dividends on our
ordinary shares in the foreseeable future.

THE SALE OF SUBSTANTIAL AMOUNTS OF OUR CLASS A ORDINARY SHARES COULD ADVERSELY
AFFECT ITS MARKET PRICE

          Sales of substantial amounts of our Class A Ordinary Shares could
adversely affect the market price of our Class A Ordinary Shares and could
materially impair our future ability to raise capital through offerings of our
Class A Ordinary Shares. Pursuant to requirements for listing on the Euronext
Amsterdam Stock Exchange, several of our principle shareholders, including
SSIH, Johnnies Industrial Corporation Limited and MIH (BVI) Limited, have
agreed to certain restrictions on their ability to sell our ordinary shares
until April 13, 2002, the third anniversary of our initial public offering. We
cannot predict what effect, if any, market sales of shares held by these
shareholders or any other of our shareholders or the availability of these
shares for future sale will have on the market price of our Class A Ordinary
Shares.

THE ANTI-TAKE-OVER  PROVISIONS  CONTAINED IN OUR CHARTER COULD DETER A CHANGE IN
CONTROL

          Some of the provisions of our Memorandum and Articles may discourage
attempts by other companies to acquire or merge with us, which could reduce
the market value of our Class A Ordinary Shares. The low voting rights of our
Class A Ordinary Shares (relative to our Class B Ordinary Shares), as well as
other provisions of our Memorandum and Articles, may delay, deter or prevent
other persons from attempting to acquire control of us. These provisions
include:

          - our classified board of directors;

          - the authorization of our board of directors to issue undesignated
          preference in one or more series without the specific approval of
          the holders of ordinary shares;

          - the  establishment  of  advance  notice  requirements  for  director
          nominations and actions to be taken at shareholder meetings; and

          - the requirement that two-thirds of the shareholders entitled to
          vote at a meeting are required to approve any change to certain
          provisions of our Memorandum and Articles.

          In addition, our Memorandum and Articles permit special meetings of
the shareholders to be called only by our chief executive officer or upon
request by a majority of our board of directors and deny shareholders the
ability to call such meetings or to act by shareholder consent. The low voting
rights of our Class A Ordinary Shares (relative to our Class B Ordinary
Shares) and these provisions in our Memorandum and Articles, as well as
provisions of BVI law to which we are subject, could impede a merger, takeover
or other business combination involving us or discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control for us.

                                      15

<PAGE>

ITEM 4. INFORMATION ON THE COMPANY

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

          We were incorporated in the British Virgin Islands on July 26, 1991
and conduct our businesses through subsidiaries and joint ventures. MIH
Holdings, which is quoted on the JSE under the symbol "MHH", indirectly owns
shares representing 52.0% of the economic interest and 76.5% of the voting
interest with respect to our ordinary shares. MIH Investments owns 64.7% of
the voting stock of MIH Holdings, and Naspers owns all the voting stock of MIH
Investments. Naspers directly owns shares representing 3.4% of the economic
interest and 1.7% of the voting interest with respect to our ordinary shares.

          Prior to March 31, 1997, MIH Limited's activities consisted almost
entirely of its 50% interest in NetHold, a pay-television joint venture.
NetHold had investments in pay-television operations in Africa, Cyprus,
Greece, Italy, Belgium, the Netherlands, Scandinavia and the Middle East.
NetHold also owned Irdeto, a pay-television technology company. In March 1997,
the Company sold its interest in NetHold to Canal+ in exchange for a 5% equity
interest in Canal+, all of NetHold's pay-television businesses in Africa,
Cyprus, Greece and the Middle East (the "Canal+ Transaction") and 49% of
Irdeto. In subsequent transactions, the Company acquired all of the ownership
interest of Irdeto. The pay-television businesses in Africa, Cyprus, Greece
and the Middle East, along with 49% of Irdeto, are collectively referred to as
the "Acquired MIH Businesses." As a result of these factors, for the year
ended March 31, 1997, MIH Limited's results consist almost entirely of its
share of the results of NetHold, which owned, in addition to the Acquired MIH
Businesses, a substantial number of other businesses. Accordingly, the
Company's historical financial information after March 31, 1997 is not
comparable to its financial information prior to that date.

          The Consolidated Statements present on a consolidated basis the
financial position and results of operations of MIH Limited and subsidiaries,
including the results of joint ventures and associates accounted for under the
equity method. The Company believes that the Acquired MIH Businesses are
effectively the predecessor of the Company prior to March 31, 1997.
Accordingly, the results of operations of the Acquired MIH Businesses are
presented on a combined basis. This is because the Acquired MIH Businesses
include nearly all of the businesses currently operated by the Company, and do
not include businesses that have been discontinued or sold.

          The comparability of the Consolidated Statements for the years ended
March 31, 2001, 2000, 1999 and 1998 with the Combined Statements of the
Acquired MIH Businesses for the year ended March 31, 1997 is affected by:

          - the  intangible  assets  recognized  upon  the  acquisition  of  the
          Acquired MIH Businesses and the amortization thereof; and

          - the acquisition of 100% of Irdeto in 1998 and the consolidation of
          results which were equity accounted in the combined financial
          statements.

4.B. BUSINESS OVERVIEW

OVERVIEW

          Last year was certainly one of the most turbulent in the history of
media over the past century. The dynamic role of television, Internet and
wireless access is fundamentally changing consumer behaviour. Markets and
businesses need to be rapidly changing to address the many new opportunities.
The Company is at the heart of this progress.

          We continued to implement our strategy for our Subscriber Platforms
segment, which comprises our pay-television and Internet activities, and our
Software Solutions segment, which encompasses OpenTV and Mindport (including
Irdeto Access and Mindport IBS Limited). The size and international scope of
our businesses have grown significantly and we now provide a range of
entertainment and information subscription services and software solutions in
over 50 countries, touching the lives of millions of people from all walks of
life.

OBJECTIVES AND STRATEGY

Over the past 15 years we have provided compelling content and efficient
services to our subscriber platforms. Advances in television, the Internet and
wireless technologies have created opportunities to build value through the
provision of online and interactive services delivered anywhere, anytime. We
will continue to focus on building value by growing our digital subscriber
platforms, interactive and online services, and delivering best-of-breed
software solutions. Our key objectives are as follows:

          - CONTINUE TO BUILD OUR DIGITAL SUBSCRIBER BASE. We seek to continue
          to expand our digital pay-television subscriber base, both by
          converting our current analog customers to digital service and by
          gaining new digital customers. We believe a large digital subscriber
          base will give us a strong platform

                                      16

<PAGE>

          for  developing   e-commerce  and  "t-commerce"   (e-commerce  through
          television) revenue opportunities.

          - FOCUS OUR INTERNET BUSINESSES. By offering attractive content and
          superior service, we intend to continue to grow M-Web Holdings, a
          joint-venture company, in which we have 22.3% as the leading
          Internet service provider and content portal in South Africa. We are
          also focussed on taking advantage of e-commerce opportunities and on
          leveraging our pay-television infrastructure to develop ISP
          operations in other sub-Saharan nations besides South Africa. We
          entered the Indonesian Internet market in June 2000 and are the
          leading portal and operator of Internet cafes. We have also acquired
          a leading position in the China Instant Messaging market which we
          will continue to develop. We are capitalizing on the experience that
          we have acquired through our Thai and South African Internet
          operations by applying this knowledge to the development of our
          positions elsewhere. We are focussed in driving our businesses to
          operational cashflow breakeven as soon as possible.

          - CONTINUE TO DEVELOP SOFTWARE SOLUTIONS. We have developed
          Mindport's conditional access into a mature technology company that
          develops and sells software and hardware solutions supporting
          pay-media businesses worldwide. Growth in global trends in
          technology deployments have slowed. We have significantly scaled our
          business in line with these slower trends. We believe that
          Mindport's software solutions will continue to benefit from our
          experience as a pay-media operator.

     We intend to implement the following strategies in pursuing our
objectives:

          - CROSS-PROMOTION AND PLATFORM LEVERAGE. We believe that our leading
          pay-television platforms place us in a strong position to leverage
          our content aggregation and management expertise to new content
          delivery platforms, such as the Internet, through cross-promotion. A
          good example is the use of our pay-television channels in South
          Africa to cross-promote our South African M-Web Internet operations.
          We plan to continue to use this strategy of cross-promoting services
          as we expand our Internet businesses in other target markets.

          - LOCAL APPROACH. We have a proven track record of establishing
          businesses in developing markets, such as Africa and Southeast Asia.
          We believe that an important component of our success in these
          markets is our emphasis on taking a local approach. This involves
          employing local partners and management teams and incorporating
          linguistically and culturally tailored local content in our service
          offerings. For example, we place great emphasis on obtaining the
          rights to broadcast popular sporting events in each of our
          pay-television markets, such as cricket and rugby in South Africa,
          and soccer in Greece and Thailand. Our strategy is to continue to
          take a local approach to content as we expand our pay-television and
          Internet businesses through, for example, the development of local
          language search engines and local content portals.

          - PROVIDE HIGH-QUALITY SERVICE. We view our business primarily as a
          service business and, accordingly, place great emphasis on providing
          high-quality customer service. We believe that this helps build
          customer loyalty and reduce "churn", a term used to describe
          customer turnover. We seek to achieve high-quality customer service
          by operating walk-in service centers and utilizing computer systems,
          which allows customer service representatives to quickly address
          subscriber concerns.

SUBSCRIBER PLATFORMS

          Subscriber Platforms comprise both pay-television platforms and
Internet operations. These businesses do not all advance at the same rate and
are at varying stages of growth. The Internet is already providing much of the
content and services that are available through interactive-enabled television
sets and mobile devices and will effectively become a backbone to the delivery
of such services.

          With this progress in mind, our pay-television and Internet
platforms are grouped within the Subscriber Platforms business segment. We own
or operate subscriber platforms in Africa, the Middle East, the Mediterranean
region, Thailand, Indonesia and China.

          During fiscal 2001 the total digital base of our television
platforms increased by some 253,000 to over 1.1 million households, which for
the first time represents more than 50% of our television subscribers. This is
an important shift and serves as a foundation for the introduction of iTV
services. These include enhanced-television programming, t-mail (e-mail via
television) and commerce.

          We intend to continue to grow the Subscriber Platforms segment.
Opportunities will be assessed on their financial and strategic merits,
keeping in mind the requirement to strike the right balance between realising
long-term value and attaining positive cash flows within a reasonable
timescale.

                                      17

<PAGE>

          The following table sets forth the services offered and subscriber
numbers for our pay-television subsidiaries and joint ventures by region and
service:

                        LAUNCH DATE        SERVICE           SUBSCRIBERS AS AT
                                                                MARCH 31, 2001
                        -----------        -------           -----------------
AFRICA

     South Africa           1986         M-Net (analog)               558,004
                            1995         DStv (digital)               502,198
     Sub-Saharan Africa     1991         M-Net (analog)                28,544
                            1996         DStv (digital)               151,566
     Egypt and Middle East  Various      Subscriber
                                         management(1)

MEDITERRANEAN

     Greece                 1993/1997    LTV/Alfa (analog)            264,801
     Cyprus              1994/1996/1997  FilmNet/SuperSport/
                                         K-TV (analog)                 51,158
                            1999         NOVA (digital)(2)             69,271
ASIA

     Thailand               1995         UBC Cable (analog)           150,906
                            1995         UBC Satellite (digital)      231,574

----------------------------------------------------
     (1) Television platforms operated by third parties.

     (2)  Our Greece  digital  platform was  launched on December 16, 1999.  See
          "-Subscriber Platforms-Mediterranean".

     Despite the harsh revaluation across much of the Internet sector during
the fiscal year, we continue to regard Internet technology as important. It
has impacted traditional ways of doing business, including the relationship
between clients and suppliers, and has transformed the competitive landscape
in many industries.

     Our approach to the Internet remains to utilize our existing assets
optimally to build strong subscriber platforms. We believe in an 'anytime,
anywhere' philosophy which enables our subscribers to access our content
platforms via television, Internet and wireless technologies. In the future we
expect to deploy our expertise in order to manage interactive services.

     M-Web Holdings Limited, our 22.3% held Internet business in Africa, was
delisted from the JSE, in July 2001. Given the negative sentiment towards
Internet-related stocks on the JSE, along with the future funding requirements
of M-Web Holdings and the requirement by the JSE for M-Web Holdings to
maintain a minimum public shareholder spread, the directors were of the
opinion that M-Web Holdings business could in the present environment, be
better structured as an unlisted company. We believe M-Web Holdings is well
positioned to provide the transaction infrastructure to enable MultiChoice
Africa to develop into an interactive platform.

     The Internet investments in Thailand comprise the wholly-owned subsidiary
M-Web (Thailand) and a majority stake in KSC. M-Web (Thailand) is a
significant Internet media operation and achieves traffic volumes in excess of
2.0 million page views per day. M-Web Indonesia was launched in May 2000
following the acquisition of a small ISP and portal assets. It quickly
established significant traffic volumes which at year-end exceeded an
aggregate of 1.0 million page views per day, representing around 60% of the
market. Web Indonesia has 500,000 registered e-mail users.

     More than 50% of users in Indonesia access the Internet through Internet
centers. In January 2001 M-Web Indonesia acquired a network of nine Internet
centers around Jakarta, located primarily on university campuses. Since then
it has continued to expand the network in Jakarta as well as in other major
cities such as Surabaya and Yogyakarta. M-Web Indonesia's Corporate Services
Division offers a full range of managed and network services, including
hosting, DRC, Internet access though fixed wireless, xDSL and cable, and
consulting services.

     With respect to our Internet operations in China, it has become clear
that the Chinese Internet market is not yet ready for online service provision
by anyone but the existing telecommunications operators. Consequently, M-Web
China has focused on two virtual niche portals: SportsCN, a leading sports
portal which by year-end attracted more than 2.0 million page views and
650,000 unique visitors per day; and eefoo.com, a personal finance portal
which attracted more than 450,000 page views per day.

     Subsequent to year-end we acquired a 46.5% stake in QQ, the most
pervasive instant-messaging platform in China. Instant messaging has become an
important communications tool worldwide and QQ is currently the

                                      18

<PAGE>

leading instant-messaging service in China, with 18 million active customers,
representing 95% of the market.

          To support the development of our subscriber platforms, we entered
into a joint-venture arrangement with iTouch plc for the provision of wireless
data services to mobile customers in Indonesia, Thailand, China and Greece.
Under the arrangement we will contribute the operating infrastructure required
for the provision of interactive voice response (IVR) and short-message
service (SMS) applications. iTouch will customize these services in each of
our operations in the identified countries, and we and iTouch will share
revenues.

GROWTH

          Over the past four years we have experienced growth in the number of
our subscribers, revenue per subscriber and total pay-television revenue.
South Africa, which is our largest market is reaching maturity and therefore
we expect the growth rate to decline. From the fiscal year ended March 31,
1997 to March 31, 2001, we increased our number of subscribers under
management from 1,623,016 to 2,164,457. Over the same period, our digital
subscribers as a percentage of our total subscribers increased from 11.0% to
50.9%, which significantly impacted our revenue per subscriber as digital
subscription fees are approximately two-thirds higher than analog fees. As a
result, we have increased our monthly revenue per subscriber, excluding Asia
and the Middle East, which are not consolidated, from $21.10 for the fiscal
year ended March 31, 1997 to $26.36 for the fiscal year ended March 31, 2001.
Over the same period, subscription revenues increased by a compounded annual
growth rate of 13% from $315.5 million to $513.6 million.

          The following table shows the growth of subscribers in each of our
markets:

                                           March 31,
                                ----------------------------------------------
                                2001    2000    1999     1998    1997   CAGR(1)
                                ----    ----    ----     ----    ----   ------
SUBSCRIBER (THOUSANDS):
AFRICA

         South Africa          1,060   1,088   1,073    1,054   1,008     1.3%
         Sub-Saharan Africa      180     155     140      109     104    14.7%
         Egypt                    55      46      30       18      13    43.4%
         Middle East             102      94      62       27      15    61.5%
                               -----   -----   -----    -----   -----    -----
         Total Africa          1,397   1,383   1,305    1,208   1,140     5.3%
MEDITERRANEAN
         Greece                  334     307     316      254     204    13.1%
         Cyprus                   51      43      35       31      26    18.3%
                               -----   -----   -----    -----   -----    -----
         Total Mediterranean (2) 385     350     351      285     230    13.7%
ASIA

         Thailand                382     333     300      313     253    10.9%
                               -----   -----   -----    -----   -----    -----
         Total subscribers     2,164   2,066   1,956    1,806   1,623     7.5%
                               =====   =====   =====    =====   =====    =====

Average revenue per
subscriber (3)                $26.36  $26.34  $24.11   $23.90  $21.10

          (1) Compounded annual growth rate calculated from March 31, 1997
          until March 31, 2001.

          (2) Our Greek subscriber numbers at March 31, 2000 reflect our
          policy change, effective as of September 30, 1999, of moving the
          disconnect date for subscribers whose billing is in arrears forward
          by one day from the first day of the month to the last day of the
          previous month. Without giving effect to this policy change, our
          Greek subscriber numbers at March 31, 2000 would have been reported
          as 332,117.

          (3) Excluding our Asian and Middle East operations because these
          revenues are not consolidated on our income statements. Total
          subscribers from consolidated operations were 1.680 million, 1.638
          million, 1.594 million, 1.466 million and 1.355 million as of March
          31, for 2001, 2000, 1999, 1998 and 1997, respectively.

          As of March 31, 2001, our pay-television operations had 1,101,450
digital subscribers, as compared to 848,084 digital subscribers as of March
31, 2000. This represents digital subscriber growth of 253,366, or 29.9%.

AFRICA

South Africa
------------

          Products: MultiChoice Africa and MultiChoice Middle East ("MCME")
provide television and subscriber management services in 49 countries across
Africa, adjacent islands and the Middle East.

                                      19

<PAGE>

          The television service consists of terrestrial analog networks as
well as direct-to-home digital satellite television (DStv) bouquets. DStv
comprises some 50 video channels, six data channel and 48 audio channels.
Among the most popular with viewers are M-Net (Africa's premier pay-television
channel), SuperSport, Movie Magic, kykNET (an Afrikaans-language channel),
Discovery Channel and National Geographic Channel. A stand-alone bouquet for
Indian subscribers was introduced in December 2000 and Portuguese-language
bouquet will be launched in the new financial year. In addition, a dedicated
spot beam was launched, covering West Africa and targeting Nigeria, in
particular, with local and customized channels.

          At year-end the subscriber base in Nigeria totalled 41,600
households, of which all but 4,000 were linked to the digital service.
MultiChoice Africa's aggregate base ended at 1.24 million households. The
digital base surpassed the analog one, growing by 27% to some 650,000. The
analog base declined to 586,000, primarily due to subscribers migrating from
the analog to the digital platform. The digital base represents 53% of
MultiChoice Africa's total number of subscribers - a significant development,
as the average revenue per subscriber of this base exceeds that of the analog
base.

          M-Net and SuperSport continue to play a key role in growing the
subscriber base through the delivery of premium thematic channels and
exclusive content.

          M-Net retained its position as one of the leading broadcasters in
the world in terms of secure output deals with major Hollywood studios,
enabling it to screen the best movies, series and miniseries. M-Net compiles
eight channels for broadcast on the KU-band in Southern Africa, six of which
are also transmitted to viewers in the rest of Africa via C-band. kykNET
celebrated its first birthday during the year and remains among the top three
advertising earners on the DStv bouquet. KTV, the only package pay-television
channel in Africa for 3 to 13 year-old children, expanded its programming to
cater for teenagers to the age of 16. M-Net also produces Channel O, Africa's
first music television channel for the youth.

          SuperSport produces three 24-hour-a-day channels for DStv. Its
extensive coverage of 1,700 hours of the 2000 Olympic Games on up to eight
channels at a time, plus international rugby, cricket, golf and other sports,
aided strong growth in viewing figures, advertising revenue and sales of DStv
set-top boxes. Another achievement was its nine-channel, enhanced-television
coverage of the Nedbank Golf Challenge, Africa's major golf event.

          Opportunity: As of March 31, 2001, MultiChoice Africa had 558,004
subscribers to its analog service and 502,198 subscribers to its digital
service in South Africa, a total of approximately 16.4% of South Africa's
television market. South Africa is Africa's largest economy, with a population
of over 40 million people, and is Africa's third largest television market
with over 6.5 million TV households in 2000. A substantial portion of
television households have sufficient disposable income to regularly purchase
our services. We believe that there is potential for growth in MultiChoice
Africa's digital platform business due to a number of additional factors,
including:

          - the nationwide coverage provided by our digital platform, which
          allows us to reach new customers who are not able to receive our
          analog transmissions; and

          - a significantly enhanced bouquet that provides broader appeal to
          households that do not currently subscribe to the dual-channel
          analog service.

          Marketing and Subscriber Management: The majority of growth in our
digital subscriber base has come from customers who upgrade from analog with
additional growth coming from new, rural subscribers currently unable to
receive the analog service.

     We service our subscriber base through our customer care and billing
center in Johannesburg, which uses Mindport's IBS subscriber management
system. These centers provide customers with local walk-in and telephone
service and also perform backup services for the other centers in times of
heavy call volume. We also conduct telemarketing from these centers in order
to solicit new subscriptions.

          Pricing and Billing:  The following  table sets forth certain  pricing
information for our South African businesses:

             SUBSCRIBERS (THOUSANDS)          MONTHLY        EQUIPMENT PRICE (1)
                   MARCH 31                SUBSCRIPTION                MONTHLY
                                              PRICE          PURCHASE  LEASE (2)
             ------------------------      -------------     --------  --------
             2001    2000    1999      ZAR(3)    $       ZAR   $     ZAR    $
             ----    ---------------------------------------------------    ----
Analog        558     687     802       179    24.42     499 109.00  25.90  3.53
Digital       502     400     271       299    40.93   2,499 409.14  59.00  8.05


                                      20

<PAGE>

          (1)  Includes  price of  satellite  receiver  in the  case of  digital
          service.

          (2) The amount of monthly payment under optional instalment
          purchasing plans for equipment, which are typically five years in
          length and require a deposit of ZAR250 ($34.11) for digital
          equipment and ZAR90 ($12.28) for analog equipment.

          (3) Includes price increase Apri1, 2001.

          MultiChoice Africa bills its subscribers monthly, in advance, in
South African rand. During the year ended March 31, 2001, MultiChoice Africa
experienced an average monthly net churn (net churn is the percentage of
customers who terminate their subscription in a given period minus the number
of former customers who reconnect in that period) of approximately 1.8% on its
analog subscriber base and less than 0.6% on its digital subscriber base. To
date, we have not experienced significant customer disconnections as a result
of increases in the price of our services.

          Competition: Our digital and analog platforms are currently the only
pay-television services provided in South Africa. MultiChoice Africa competes
directly with the four free-to-air television channels in South Africa (which
are carried on our digital bouquet) and indirectly with live sporting events,
motion picture theatres, the Internet and other forms of entertainment. DStv's
offering of 50 distinct video channels is several times greater than all of
the competing free-to-air television channels in South Africa combined.

          Another operator that currently provides a free, encrypted digital
service has announced an intention to provide a digital service that may be
subscription based.

          Transmission: The transmission of MultiChoice Africa's analog services
is conducted by Orbicom / Sentech and signal distribution of digital services is
conducted by Orbicom.

          The analog service is sent to transmission towers either
terrestrially over fiber optic cables or microwave links, or via satellite.
The towers transmit the signal to our customers' homes, where it is received
by an antenna and decrypted by a set-top box. The digital satellite signal is
transmitted by a Panamsat satellite situated over the east coast of Africa. We
lease 7 Ku-band transponders on this satellite, and our uplink facilities are
provided by Orbicom (Ku-band refers to a frequency range used for satellite
downlink transmissions that falls within the 12 to 14 GHz range of the
electromagnetic spectrum, allowing use of 27 inch (or 90 cm) or smaller ground
dishes). Our digital customers receive the signal from this satellite using a
90 cm satellite dish located on or near their homes. MultiChoice Africa
utilizes the Irdeto Access encryption and decoder technology provided by our
Mindport division for both its analog and digital platforms.

Sub-Saharan Africa

          Products. We offer terrestrial analog and digital satellite
pay-television services to Sub-Saharan Africa through MultiChoice Africa and
various subsidiaries, joint ventures and agents. We offer many of the same
premium channels in Sub-Saharan Africa as in South Africa, including those
broadcasting exclusive premium films and popular sports. Our analog service
transmits a customized M-Net channel, which features exclusive movies and
sports and other programming, to 8 African nations through subsidiaries and
joint ventures. Our digital service features 6 audio channels and 35 video
channels, including the customized M-Net channel and many major international
network channels, transmitted to more than 40 countries in Sub-Saharan Africa.

The following table as of March 31, 2001 provides information about the
primary Sub-Saharan African nations in which we conduct business:

<TABLE>
<CAPTION>
                              SUB SAHARAN AFRICA


                                                                                                     ANALOGUE
                              TOTAL TV                                                               BUSINESS
               POPULATION     HOUSEHOLDS     ANALOGUE      DIGITAL       TOTAL         TOTAL         OWNERSHIP        START
                (MILLION)    (THOUSANDS)     SUBSCRIBERS  SUBSCRIBERS  SUBSCRIBERS  PENETRATION      INTEREST(1)      DATE

<S>              <C>            <C>            <C>            <C>          <C>         <C>            <C>                <C>

Nigeria           125.0        10,000           3,566        38,049       41,615       0.42%           79%            1994
Tanzania           30.0           600             490         5,035        5,525       0.92%           60%            1997
Kenya              30.0         1,740           1,809         9,419       11,228       0.65%           51%            1995
Uganda             22.0           250           1,608         3,009        4,617       1.85%           75%            1995
Ghana              18.0         1,702           1,654         4,257        5,911       0.35%           50%            1993
Zimbabwe           11.3           389             264        23,737       24,001       6.17%           N/A             N/A
Angola             10.1           150               -        12,085       12,085       8.06%           N/A             N/A
Malawi             10.0            40             916         4,009        4,925      12.31%           N/A             N/A
Zambia             10.0           300           4,499         6,577       11,076       3,69%           51%            1995
Namibia             1.8           110          13,173        17,562       30,735      27.94%           49%            1992
Botswana            1.6            60             161        11,815       11,976      19.96%           50%            1993

</TABLE>

                                      21

<PAGE>

(1) Ownership of digital is 100%.

          Opportunity: As of March 31, 2001, MultiChoice Africa and its
subsidiaries and joint ventures had 28,544 Sub-Saharan African subscribers to
its terrestrial analog service and 151,566 Sub-Saharan African subscribers to
its DStv digital satellite service. We believe that there is potential, for
growth in MultiChoice Africa's digital platform business in Sub-Saharan Africa
due to a number of factors, including:

          - a significantly enhanced bouquet with the launch of KU-band
          services in Sub-Saharan Africa and niche bouquet offerings to
          specific language groups (currently Portuguese and Indian); and

          - the launch of KU-band services resulted in a significant  decrease
          in the cost of reception equipment (90cm dish vs. 1.8m to 3m dish).

          Marketing and Subscriber Management. We actively market our services
in the region through local affiliates and agents. Our efforts are focused on
the major cities in each of the countries we serve because we believe that
households in these major metropolitan areas are more likely to be able to
afford our services than many rural households. In addition, we believe that
given the size of the urban population and the percentage of urban households
that own color televisions, there is significant opportunity to increase our
subscriber base in these areas. As in South Africa, we believe that targeting
our digital and analog services to different economic demographics will
increase our overall subscriber base and, over time, encourage analog
subscribers to upgrade to the digital service.

          Pricing and Billing:  The following table sets forth certain pricing
information for our Sub-Saharan African businesses:

<TABLE>
<CAPTION>

                SUBSCRIBERS (THOUSANDS)        MONTHLY
                      MARCH 31               SUBSCRIPTION       EQUIPMENT
              -------------------------                         ---------
              2001     2000     1999            Price (1)       Price (2)
              ------------------------------------------------------------
<S>            <C>     <C>      <C>             <C>                 <C>

Analog         29       39       54              $32.00           $140
Digital        152      116      86               52.29           $450

</TABLE>

          (1)  Represents  the  average  price  across all of our  Sub-Saharan
          African businesses.

          (2)  Includes  the price of the  satellite  receiver  in the case of
          digital service.

          In each Sub-Saharan African nation, we generally bill our customers
in U.S. dollars or dollar equivalents. During the year ended March 31, 2001,
our Sub-Saharan African operations experienced an average monthly net churn of
approximately 0.4% on the analog subscriber base and approximately 0.8% on the
digital subscriber base. To date, we have not experienced significant customer
disconnections as a result of increases in the price of our services.

          Competition: We are the leading provider of pay-television services
in Sub-Saharan Africa. In the countries in which we broadcast, however, there
are numerous public and private free-to-air television stations, as well as
small, localized pay-television operations. We believe that our wide selection
of high quality, exclusive programming, distributed both terrestrially and on
DStv, appeals to the broader African market and differentiates us from other
broadcasters.

          Transmission: We deliver analog services terrestrially to
Sub-Saharan Africa by transmitting our programming signal by satellite to
local receiving stations in 8 countries. These stations are generally owned in
partnership with a local partner or franchisee in each country. These stations
relay the signal to a broadcast tower that transmits it as a standard
encrypted television signal. When received by a customer, a decoder in a
set-top box decrypts the signal and provides it to the customer's television.

          Our digital service is transmitted direct-to-home, or DTH; on a
C-band satellite transponders (C-band refers to the frequency range of the
electromagnetic spectrum used heavily for satellite transmission, having an
uplink frequency at 6 GHz and a downlink frequency at 4 GHz) and Eutelsat's W4
Ku-band transponders. Customers receive these signals on a satellite dish
mounted on or near their homes. The signal is then descrambled and
decompressed for viewing using a conditional access system, set-top box and
smart cards designed by Irdeto Access. Smart cards are credit card-sized
devices that have embedded processors that provide entitlement functions and
store decryption keys and digital signatures. The smart cards are inserted in
a set-top box to gain access to encrypted programming.

                                      22

<PAGE>

EGYPT AND THE MIDDLE EAST

          We provide customer service, subscriber management and customer
billing services to third-party pay-television broadcasters in Egypt and other
Middle-Eastern nations. We provide these services for the Showtime and
Firstnet digital satellite platforms. In Egypt, we also provide these services
to Cable Network Egypt for its terrestrial analog service. As of March 31,
2001, there were 156,435 subscribers in these countries.

          Under our arrangements with Arab Radio & TV and Gulf DTH, we collect
revenues from their subscribers. We remit a percentage of these revenues to
the broadcasters and keep the remainder as compensation for our services.

MEDITERRANEAN

GREECE AND CYPRUS

          Products: NetMed NV (NetMed), the television platform covering
Greece and Cyprus, offers 20 channels in Greek and more than 100 other
European channels. The Greek-language channels (such as SuperSport, FilmNet
and those of the Greek commercial and state broadcasters) are either produced
in Greece or are foreign thematic channels customized for this market. These
include Discovery, CNN, Cartoon Network and BBC World.

          The total number of pay-television subscribers for the Mediterranean
region reached 385,000 households for the year. The analog base in Greece
declined to 265,000 households, while the digital television service, NOVA,
maintained its leading position in the region by adding 50,000 digital
subscribers to end the year on 69,000. The remainder of the base consists of
subscribers from Cyprus.

          A number of strategic long-term agreements were concluded for sports
rights. These will not only enhance NetMed's television offering, but also
allow it to broadcast, via the Internet, all games in the Greek Football Cup
series as well as the English FA Premier League and all but one as at
September 2001 Greek A1 basketball games. SuperSport has secured coverage of
many of the games of teams which participate in the new season of the first
and second divisions of the Greek Football League, which starts in September
2001.

          During the financial year NetMed increased strategic alliances in
its territory by introducing new shareholders.

          After calling for tenders for two analog licenses in February 2000,
the Greek government has not yet awarded these. NetMed has applied for one of
them, as it currently operates its analog service under contract with the
state broadcaster ERT. Its digital satellite television license, awarded in
December 1999, has a further 14 years to run.

          The digital television service NOVA launched a pay-per-view movie
service, Nova Cinema, and a number of iTV services - including home-banking
information, a suite of games, horoscopes and shopping - under the brand name
NovaScope. In the latter part of the financial year NOVA also launched
SuperSport Extra, an enhanced interactive-television sports service with
multiple camera angles, on-demand highlights and match statistics.

          MultiChoice Cyprus Limited was successfully listed on the Cyprus
stock exchange in July 2000. Over 65% of MultiChoice Cyprus Limited's
subscribers became shareholders in MultiChoice Cyprus Limited after the
listing.

     Opportunity: As of March 31, 2001, NetMed had 334,072 subscribers in
Greece and 51,158 subscribers in Cyprus. Greece has a population of
approximately 10.9 million people and approximately 3.5 million television
households, giving NetMed's pay-television services a market penetration of
approximately 11% of television households. The market penetration for
pay-television in Greece is much lower than the average of 38% for cable and
satellite penetration in the European Union ("EU") countries. We believe that
the potential market growth in Greece arises from the large Greek appetite for
television and its comparatively low rates of market penetration. We also
believe that the recent launch of our NOVA digital platform will be a
significant source of new subscribers.

          Marketing and Subscriber Management: We believe that our ability to
attract and retain subscribers in Greece and Cyprus depends on the ability of
NetMed Hellas to retain its rights to exclusive programming. NetMed will
market its recently launched digital service as an upscale alternative to the
premium analog package, and we expect the majority of our digital growth to
come from subscribers that upgrade from the analog service. We also expect to
achieve net digital subscriber growth, as our territorial coverage has
expanded from

                                      23

<PAGE>

70% of Greek households with our analog system to 100% of Greek households
with our digital service.

          NetMed provides customer service through customer care and billing
centers in Athens and Salonica in Greece and Nicosia, Larnaca and Limassol in
Cyprus. These centers utilize Mindport's IBS subscriber management system.

          Pricing and Billing.  The following table sets forth certain pricing
information for our Mediterranean businesses:

<TABLE>
<CAPTION>

                 SUBSCRIBERS (THOUSANDS)              MONTHLY           EQUIPMENT PRICE (1)
                         MARCH 31               SUBSCRIPTION PRICE            TOTAL            MONTHLY LEASE (2)
                 ----------------------         ------------------      -----------------      -----------------
GREECE          2001     2000     1999          GRD        $             GRD         $         GRD          $
                ----     -------------------------------------------------------------------------       -------
<S>             <C>       <C>       <C>          <C>       <C>           <C>         <C>        <C>         <C>

ANALOG           265    288(6)      316        11,200(3)    28.72         55,500    142.31      N/A           -
DIGITAL           69     18(4)      N/A        15,500       39.74        196,000    502.56     4,900      13.07
CYPRUS
ANALOG            51     43          35        10,718(5)    27.48         66,169    169.66      N/A           -

</TABLE>

          (1)  Includes  the price of the  satellite  receiver  in the case of
          digital service.

          (2) The estimated amount of monthly payments under optional,
          30-month instalment purchasing plans for equipment, excluding the
          down-payment of GRD49,000 ($125.64).

          (3) Price for both FilmNet and SuperSport. Separately, FilmNet costs
          GRD7,500 $19.23 and SuperSport costs GRD9,100 ($23.33).

          (4) Our Greek digital platform was launched on December 16, 1999.

          (5) Price for both LTV and Alfa.  Separately,  each  costs  GRD8,944
          ($22.93).

          (6) Our Greek subscriber numbers at March 31, 2000 reflect our
          policy change, effective as of September 30, 1999, of moving the
          disconnect date for subscribers whose billing is in arrears forward
          by one day from the first day of the month to the last day of the
          previous month. Without giving effect to this policy change, our
          Greek subscriber numbers at March 31, 2000 would have been reported
          as 332,117.

          NetMed bills its subscribers monthly in Greek drachmae. During the
period ended March 31, 2001, NetMed experienced a monthly net churn of
approximately 1.16% on its total subscriber base. Net churn, which is heaviest
in the summer months of May, June and July averaged approximately 3.54%
monthly in 2000. To date, we have not experienced significant customer
disconnections as a result of increases in the price of our services.

          Competition: NetMed competes directly with free-to-air broadcast
channels in Greece and Cyprus. There are currently a number of free-to-air
channels in Greece and Cyprus, including national Greek networks (such as
Mega, Antenna, Alpha and Star) and four national Cypriot networks (Cyprus
Broadcasting Corp., Sigma, Mega and Antenna). The new Greek media law allows
multiple licenses to be granted for satellite pay-television platforms, and
two other entities, Intersat SA and Alpha SA, have applied for and been
granted licenses. Neither has started operations yet. Hellenic
Telecommunications Organization SA has announced that it does not intend to
pursue plans to enter the television sector.

          We believe our analog service is an attractive alternative due to
its comparatively clean frequencies and uncluttered channels. NetMed's NOVA
digital satellite service has clear signal coverage throughout Greece, which
is difficult to replicate using terrestrial broadcasts due to the mountainous
terrain and remote islands found there.

          Transmission: NetMed transmits its analog service through a network
of 58 terrestrial transmission sites across Greece. Its analog network
currently covers approximately 70% of the Greek population. NetMed owns and
operates 37 of the 60 sites, including the two major transmission sites in
Athens and Salonica, which together cover approximately 60% of the population.
NetMed distributes its analog signal to the regional transmission sites over
Eutelsat's Hot Bird 2 satellite. The remaining regional transmission sites are
owned and operated on our behalf by local business partners, who often also
own distribution outlets where NetMed's set-top boxes are sold. In Cyprus, the
terrestrial analog network, which is owned by Lumiere Television and Alfa TV,
consists of transmission sites that together provide coverage of 77% of
Cypriot television households. Our Greek NOVA digital satellite service, which
covers 100% of the Greek population, is transmitted off Eutelsat's Hot Bird 2
and Hot Bird 3 satellites to 60 cm satellite dishes mounted on customers'
homes.

          In encrypting and decoding its signal, NetMed uses conditional
access technology licensed from Mindport.

ASIA

          We have a joint venture interest in UBC, the leading pay-television
provider in Thailand. Through a series of transactions beginning in 1997, we
now own 31.1% of UBC. The agreements governing this joint venture grant us
certain management rights, including the right to appoint the chief operating
officer. Following our 1997 acquisition of an equity interest in UBC, we have
attempted to reposition UBC for long-term growth

                                      24

<PAGE>

through the merger, entered into in February 1998 and effective in May 1998,
of UBC (formerly the International Broadcasting Corporation Public Company
Limited) with Telecom Asia's interest in UBC Cable (formerly UTV Cable Network
Public Company Limited), a leading provider of cable television services in
Thailand. This merger combined the two largest pay-television companies in
Thailand. We believe that the UBC group has been able to derive significant
benefits from this merger, including a more coordinated and focused marketing
strategy and the ability to streamline its workforce. This strategy has
included coordinating the analog and digital bouquets and implementing a new
pricing plan. We believe the long-term effect of these changes will be to
increase subscriber growth and UBC's revenues and profitability.

Thailand

          Products: We offer digital satellite and analog pay-television
services in Thailand through UBC. UBC's digital satellite and analog cable
services both provide the same 40 channels, including proprietary channels
showing movies and sports, major international channels and six major
free-to-air networks, in addition to seven educational channels. Channels
shown on UBC's pay-television systems include UBC Movies and UBC Asian Movies,
which show first-run and repeat films, UBC Kids, UBC Series, UBC News, UBC
X-Zyte, SuperSport and SuperSport Gold, which show programming tailored for
Thai audiences, including favorite local sports such as takraw and badminton,
along with exclusive major international events. Some of the other major
channels offered by UBC are movie channels such as HBO, Cinemax, Star Movies
and TNT Classic Movies; news channels such as CNN, BBC and CNBC; children's
programs such as the Cartoon Network; and sports channels including ESPN and
Star Sports. UBC does not currently have the same exclusive rights to
first-run movies as are enjoyed by our other operating companies through their
locally created movie channels. However, UBC does secure the rights to
channels such as HBO, Cinemax and Star Movies, which channels tie up movie
rights for the Thai market exclusively. A significant number of these "turn
around" channel arrangements are done on an exclusive basis. UBC also
broadcasts major local free-to-air channels. Most programming on the UBC's
pay-television systems carry the original soundtrack along with a dubbed Thai
soundtrack or Thai subtitling generated by UBC.

          On March 19, 1999, MCOT approved the creation of UBC's new Silver
package consisting of ten paid and six free-to-air channels. MCOT also
approved UBC's increase in the price of its Gold package. This increase was
achieved in part by the reduction of the value-added tax included in the price
from 10% to 7%. We introduced the new basic Silver package on May 1, 1999,
with the Gold package price increase taking effect on April 5, 1999 for new
subscribers. UBC's margins on the Gold and Silver packages were similar as the
Silver package consisted predominantly of fixed-cost UBC-produced channels,
while the Gold package includes variable-cost "turn around" channels. MCOT has
approved a price increase effective August 1, 2001 of baht 180 excluding
value-added taxation on the Gold package. From this date onwards the Gold
package will deliver a higher contribution margin. UBC previously did not
experience any substantial number of customers downgrading from the Gold
package to the Silver package, and predominantly all new subscribers took the
Gold package.

          For the year ended March 31, 2001, UBC's average monthly net churn
was approximately 0.78%. To date, UBC has not experienced significant customer
disconnections as a result of increases in the price of its services.
Consistent with the policies of our other operating companies, UBC has
instituted a strict policy of terminating the service of subscribers once they
fall 30 days in arrears on their subscription payments. This policy has helped
reduce the average arrearage to well below 20 days as of March 31, 2001. UBC
has not switched to advanced billing as planned as a result of anticipated
customer resistance to this move. UBC does not require its subscribers to
purchase their set-top boxes but rather loans them to customers, retaining
ownership of the equipment. The cost of the equipment is built into the
connection fee and monthly charge. We believe that this strategy has a
positive effect upon subscriber growth by minimizing the entry cost of
subscription to UBC's services.

          Opportunity: As of March 31, 2001, UBC had 382,480 total
subscribers, consisting of 150,906 analog cable subscribers and 231,574
digital satellite subscribers. Thailand has a population of approximately 61.1
million people, with approximately 15.4 million television households. We
believe that Thailand represents an excellent opportunity for subscriber
growth, given the low pay-television penetration in Thailand of approximately
2.1% of television households. That figure is less than most other countries
in the region, including those with similar or lower levels of economic
development than Thailand. UBC's digital satellite service is potentially
receivable by all 15.4 million television households in the country. UBC
Cable's analog service covers approximately 800,000 homes in Bangkok.

          Marketing  and  Subscriber  Management:   UBC  markets  its  digital
satellite and analog cable services as


                                      25

<PAGE>

premium packages with broad market appeal. UBC's analog and digital bouquets
have been coordinated in order to reduce churn between services as subscribers
abandoned one system for another. We believe that this unified approach and
leading market position has been responsible for a significant decline in our
international channel costs. UBC phased out its analog multichannel
multi-point distribution service, or MMDS, system in February 1999 due to
widespread piracy of its signal (MMDS, also known as "wireless cable", uses
high-power transmitters to broadcast programming to receiving equipment in
homes and businesses). UBC will retain its rights to the MMDS frequencies and
is examining the feasibility of establishing a digital MMDS service.
Feasibility studies have been completed and UBC has begun to develop plans for
a commercial launch in 2002. UBC provides customer service through customer
care and billing centers in four cities, including Bangkok. These centers use
Mindport's IBS subscriber management system.

Pricing  and  Billing:   The  following   table  sets  forth  certain  pricing
information for our Thai business:

<TABLE>
<CAPTION>

               Subscribers    Mini Package   Silver Package   Gold Package(3)    Rental Fee (2)     Up Front (1)
             --------------   ------------   --------------   ---------------    -------------     --------------
             2001 2000 1999   Baht    $      Baht       $     Baht      $        Baht       $      Baht        $
             ---- ---- ----   ----   ----    ----     -----   ----     ----      ----      ----    ----      -----
<S>           <C>  <C>  <C>   <C>    <C>    <C>         <C>    <C>    <C>         <C>       <C>     <C>       <C>

Cable         151  147  147    389   8.64     768     17.07   1,252    27.82     97.00     2.16    5,500     122.22
Digital       232  187  153    N/A    N/A     768     17.07   1,252    27.82    155.00     3.44   11,000     244.44

</TABLE>

          (1) Includes installation fee, connection fee and refundable set-top
          box deposit.

          (2) Cable subscribers only pay a monthly rental fee if they joined
          after May 1, 1998. Digital subscriber rental fees vary depending
          upon the date on which the subscriber joined the service.

          (3) Gold  package  price  was  increased  by baht 192 Vat  inclusive
          effective August 1, 2001

          Competition: The Thai television industry consists primarily of six
free-to-air television stations and UBC pay-television operations. Another
pay-television service previously operated by Thai Sky discontinued operations
in 1997. The Thai regulatory authority granted pay-television licenses to two
other companies in 1996, but those companies have not launched, or announced
an intention to launch, pay-television services. There are also several small,
provincial cable systems, generally averaging fewer than 1,500 subscribers.
UBC competes directly with the national free-to-air television stations and,
in the case of the digital satellite service with local cable groups in
Thailand. World Star Television plans to launch an MMDS service in Thailand in
2001. No subscription fees will be charged and World STar Television expects
to rely solely on advertising and will be changing its name to Thai
Television. There has also been a change in the majority shareholders of Thai
Television. We believe that UBC's unique programming, including exclusive
first-run movies and sporting events, gives it a distinct advantage over its
free-to-air television competitors. The national free television stations are
uplinked to the same satellite used by UBC's service and consequently form
part of the bouquet available to our subscribers. We believe that this
arrangement enhances our appeal to current subscribers and assists in growing
our subscriber base.

          Transmission: UBC's digital satellite service is transmitted on a
Ku-band signal through the Thaicom 3 satellite, owned by Shinawatra Satellite
Public Company Limited. The satellite uplink facilities at Lad Lum Koa are
owned and operated by CS Communications Limited, a Thai satellite company. UBC
utilizes digital compression technology that facilitates multiple channel
transmission through a single channel's bandwidth, which is a term used to
describe the amount of space occupied by a channel on the radio frequency
spectrum. Digital compression technology refers to the process of reducing the
number of bits required to store or transmit information in digital form.
Subscribers receive their signal on a 60-90 cm satellite dish and unscramble
and decompress the signal with a set-top box utilizing Irdeto Access's
conditional access system and smart card technology from Mindport. The set-top
box, smart cards and conditional access equipment are owned by a 96%-owned
subsidiary of UBC and are leased to UBC.

          UBC Cable's transmission is delivered on hybrid coaxial fiber optic
cable lines over a dropwire into homes that utilize a set-top box to access
the signal. The cable network is owned by Asia Multimedia Company Limited, a
subsidiary of Telecom Asia, and leased to UBC Cable pursuant to an agreement
that expires in 2019. As part of its services to UBC Cable, Asia Multimedia
supplies and installs a dropwire to link its network to subscriber homes and
installs and maintains the set-top boxes.

                                      26

<PAGE>

INTERNET

SOUTH AFRICA
MARKET OVERVIEW

          Our first Internet venture began in 1997 with the acquisition of a
small ISP with 1,800 subscribers. We developed this business into M-Web
Holdings by creating our own content and aggregating other content from our
affiliates, and transformed it into the leading online service provider (OSP)
and content portal in South Africa. In September 1997 the business was
spun-off into a publicly-listed company, M-Web Holdings Limited, which we
continue to manage pursuant to a voting pool agreement with Naspers Limited,
M-Web Holdings' principal shareholder. We have acquired additional shares of
M-Web Holdings, increasing our total interest to 22.3%. In April 2001, a
decision was taken to delist M-Web Holdings from the JSE. This was affected
via a scheme of arrangement whereby Naspers made an offer to M-Web Holdings
shareholders other than ourselves. M-Web Holdings was delisted from the JSE on
6 July 2001. Naspers, the principal owner of our controlling shareholder,
continues to own 72.12% of the shares of M-Web Holdings.

          The South African Internet market has consolidated rapidly during
the past two years. Currently there are approximately 1.0 million Internet
users and more than 400,000 dial-up subscriber homes. Prior to February 2001
the ISP market was dominated by two players, namely M-Web Holdings and World
Online. In March 2001, ABSA, one of the largest banking groups in South
Africa, launched a free ISP service to which it has attracted in excess of
150,000 registrations.

          Two players dominate the Internet content provider (ICP) market,
being M-Web Holdings and iafrica.com. iafrica.com is owned by Metropolis, a
South African vertical Internet-community company modelled on VerticalNet in
the United States. As of March 31, 2001, M-Web Holdings' content and portal
sites generated approximately 28 million page views per month, compared with
the approximately 18 million page views per month generated by iafrica.com's
sites.

Strategy

          The online advertising and e-commerce markets are at a very early
stage of development in South Africa. We estimate that both will only start to
emerge as true generators of revenue in the longer term. Online consumer
retail and true retail e-commerce will only develop once the necessary
financial infrastructure and consumer markets mature. We believe, however,
that business and consumer-generated e-commerce opportunities will eventually
develop into genuine business opportunities. The Business Solutions division
of M-Web Holdings is well-positioned to offer support to the increasing number
of e-commerce web sites.

          M-Web Holdings had approximately 255,000 dial-up subscribers at
March 31, 2001, which translates to an approximate 58% market share of the
consumer dial-up Internet market in South Africa and a penetration of 2% of
total South African households.

          M-Web Holdings has successfully developed its own content portals
(rather than acquiring portals from other Internet companies) and serves as
the major Internet access provider for these portals. Its mweb.co.za flagship
portal is the largest in South Africa, with 28 million page views per month
and in excess of 1.0 million unique visitors per month as of March 31, 2001.
This portal includes the following web sites:

          - www.mweb.co.za: The M-Web South Africa home site offers a bouquet
          of news, entertainment, travel, sports, games, shopping, chat and
          other personal and interactive services.

          - www.moneymax.co.za: The Moneymax site is a financial portal that
          hosts news, views and insights into a wide array of financial
          matters. At March 2001, Moneymax was one of the top three personal
          finance online destinations in South Africa.

          - www.supersport.co.za: The SuperSport site is a sports news service
          that includes hubs reporting on rugby, cricket, soccer, tennis,
          motorsport, golf and running.

          - www.news.24.com: The News24 site supplies news services on topics
          such as South Africa, Africa, world events, politics, business,
          science and technology, health, sports and weather.

          - www.netcover.com: The Netcover site offers comparative insurance
          quotes and aims to become South Africa's leading insurance site.

          - www.mwebshopping.co.za: M-Web's shopping site comprises an online
          retail environment and represents the ultimate electronic retailing
          estate in South Africa. It offers customers a safe and secure online
          shopping environment.

          The company continued with its 'M-Web Anywhere' strategy to provide
access to content and e-commerce services from virtually any wired or wireless
device. More than 70 companies, ranging from small enterprises to major
retailers such as Pick 'n Pay, were e-enabled. The number of companies who
have partnered

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<PAGE>

with M-Web Holdings to harness the power of the Internet total 220.

          As part of its e-commerce strategy, M-Web Holdings has made equity
investments in the e-commerce ventures of a few key retailers, such as the
ProShop. M-Web Holdings also owns Computicket.com, the largest advance retail
and e-commerce ticket reservations business in South Africa.

          The following table summarizes subscriber numbers and subscription
fees for our dial-up, web hosting and Siyanda services.

                                  SUBSCRIBERS
                                   (THOUSANDS)            MONTHLY SUBSCRIPTION
                                                                 PRICE
                                   MARCH 31,
                       --------------------------------   --------------------
                        2001         2000        1999         ZAR          $
                       -----         ----        ----         ---         -----
Dial-up                254.3         235.0       196.0         107        16.44
Web hosting              2.3           1.0         0.9         225        34.56
Siyanda                  0.7           0.5         0.2         228        35.02
                       -----         -----       -----
         Total         257.3         236.5       197.1
                    ==========    ==========  ==========


          M-Web Holdings had total revenues for the twelve months ended March
31, 2001 of $45.9 million compared with total revenues of $36.7 million for
the fiscal year ended March 31, 2000. More than 68% of M-Web Holdings'
revenues are generated by access subscriptions. Revenue from e-commerce and
advertising represents 14% of total revenue for the fiscal year ended March
31, 2001 compared to less than 5% for the prior fiscal year.

THAILAND

MARKET OVERVIEW

          The Thai Internet market is fragmented and is dominated by
regulatory uncertainty. Until recently a large number of small players have
conducted limited operations in the absence of significant commitment from any
investor to build the industry.

          Due to the current sentiment, the market is consolidating around a
number of key players and limited foreign investment is expected in the short
to medium term. Research by the Gartner group suggests that there are in the
order of 1.0 million Internet subscribers in Thailand.

          Due to low computer penetration, low telephone penetration and
polarized income distribution, the Internet is not expected to reach a mass
media market in Thailand for at least three years.

          The Thailand ISP market is gearing up for market liberalisation and
the Thai regulatory authority ("CAT') is preparing to list its own Internet
service provider, Internet Thailand, on the Thailand Stock Exchange by
December 2001. In July 2001 the CAT also publicly announced its plans to
divest its 32% interest in the 18 ISPs in Thailand. This process is expected
to be concluded by the end of 2001.

          The share swap arrangement entered into between M-Web (Thailand) &
AD Venture in January 2000 was reversed in a non-cash transaction in April
2001, making M-Web (Thailand) a wholly-owned subsidiary of us.

Strategy

          We believe that advertising and online consumer retail e-commerce
will only develop once the necessary financial infrastructure and consumer
markets mature. Revenue from these sources in Thailand will not be significant
for many years although we do believe that they will eventually offer viable
business opportunities.

          M-Web (Thailand) has established itself as the leading Internet
company in Thailand by offering a full suite of Internet services and
solutions to businesses and consumers.

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<PAGE>

          Internet content providers: Our objective in Thailand is to be the
top Internet platform and to capture the Internet consumer. We plan to achieve
this through the development of a network of content sites and by developing a
relationship with Thai Internet users. We aim to provide a comprehensive
Internet experience in the Thai language which is tailored to the Thai culture
through local customization. To accomplish this we envision all content on our
sites being in the Thai language. In June 2001, a Thai-language Internet
browser customized for the M-Web network was distributed to M-Web Thailand's
330,000 passport members.

          Key offerings in this space group under the M-Web brand are:

          - www.mweb.co.th: This portal is the content platform and core brand
          flagship of M-Web (Thailand) and achieves over 30 million page views
          per month. Several content hubs are being developed, including news,
          sports, games, technology, entertainment, travel, leisure,
          education, auto, lifestyle, women and kids. Content for these hubs
          are either self-developed or co-branded with leading content
          providers. Approximately 330,000 members are registered M-Web
          passport holders.

          -  www.sanook.com:  The Thai-language  Sanook!  site was acquired by
          M-Web  (Thailand)  and  is  the  leading  portal  in  Thailand  with
          approximately  30 million page views per month.  Our  investments in
          this site consist of our purchase of a  Thai-language  search engine
          as well as the  on-going  development  of a catalogue of content for
          the site.

          Internet service providers. In conjunction with our strategic
objective to become a leading Internet service provider in Thailand, M-Web
(Thailand), in February 2000 acquired 100% of the issued share capital of MKSC
World Dot Com Co. Ltd., or MKSC, a Thai company that, in turn, owns 67.5% of
the issued shares of Internet Knowledge Service Centre Company Limited
("IKSC"). The remaining shares in IKSC are owned by Jasmine International plc,
or Jasmine, a Thai telecommunications network and infrastructure provider.
IKSC has a 65% stake in KSC, a Thai ISP licensee. The CAT and its staff own
the remaining 35% of the issued shares of KSC. The Gartner Group in its
December 2000 report on Asia Pacific ISP market trends ranked KSC as
Thailand's number one Internet service provider, measured in terms of market
share of revenues and subscribers. Gartner projects the number of Internet
subscribers to grow by a compound annual growth rate of 36% to the year 2004.

CHINA

Market Overview

          The Chinese Internet sector is currently going through a period of
significant uncertainly. The sector is dominated by speculation regarding a
long-anticipated consolidation of the Chinese portal sector in advance of
China's delayed accession to the World Trade Organization, as well as
uncertainty relating to the anticipated changes to the regulatory environment
governing foreign investment that the accession will bring.

          According to the CNNIC (a branch of the Chinese Academy of Services
that oversees the Internet in China), the number of Internet users in China
has grown from 8.9 million at the end of December 1999 to approximately 26.5
million users in June 2001. The CNNIC forecasts that the number of Internet
users will continue to grow rapidly, with at least 51 million users expected
by the end of 2004.

          We believe that the significant growth in the Chinese Internet
market which is currently driven by the growth in fixed line, PC and mobile
phone penetration, will provide major value and revenue-generation
opportunities, particularly to value-added service providers.

Strategy

          M-Web China's strategic objective continues to be to capitalize on
the rapid growth of the Chinese Internet market and to become one of the
leading Internet companies in China. A core requirement of this strategy is
the ability to offer value-added services to the Chinese consumer. M-Web China
will continue to identify and focus on specific sectors of the Internet
industry that provide revenue opportunities from the provision of value-added
services. M-Web China will also continue to focus on maintaining strong
relationships with the relevant Chinese government agencies, as well as
entering into strategic alliances with local partners where appropriate.

QQ - Instant Messaging

          In June 2001 we acquired a 46.5% interest in Tencent (BVI) Limited
("Tencent"). Tencent is the operator of QQ, China's most pervasive
instant-messaging platform. Instant messaging has become an important
communication tool worldwide and has experienced phenomenal growth in China.
QQ is the leading instant messaging service in China with an estimated 95%
market share. At the end of August 2001 QQ had 36 million active registered
unique identification numbers, with 2.2 million subscribers to its mobile
instant-messaging

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<PAGE>

service across the GSM networks of China Mobile and China Unicom.

          Tencent also operates a portal known as "Tencent.com" in close
support of the QQ platform. Tencent.com has rapidly become the fourth-largest
horizontal portal in China with approximately 11.0 million average daily page
views at the end of August 2001.

          A core component of the Group's Internet strategy is the ability to
offer value-added services that can be accessed via multiple platforms,
including wireless devices, PCs and television sets. The investment in the QQ
instant-messaging platform fits this strategy. QQ is expected to develop into
the primary operating vehicle for the future development of this strategy in
China.

eefoo.com - Financial Portal

          eefoo.com was launched in July 1999 and is the third-largest
financial portal in China, with 817,000 average daily page views and 115,800
registered users at the end of June 2001. Over the past 12 months eefoo.com
has consolidated its position by providing extensive financial content and
data, real time stock quotes, investment analysis and information on
China-listed companies, in addition to value-added investment advice and
services to paying corporate and high net-worth individual customers.

SportsCN.com - Sports Portal

          SportsCN.com is a major Internet sports destination in China. It
aims to consolidate this position by continuing to provide the best online
sports content (news, data, search facilitation, games) and by building the
most popular sports and leisure-focused community in China.

          A major focus remains developing close relationships with leading
advertisers and sponsors to help drive revenues in an Internet market that has
seen a significant contraction in available advertising expenditure.

Maibo Online and Maibo Wang - Access and Portal Business

          The China Internet access market is dominated by China
Telecom-controlled ISPs. The average Chinese Internet consumer is highly price
sensitive and is not yet sufficiently mature to pay for the value-added access
services required to support an aggressive rollout strategy. As a result M-Web
China decided not to pursue this market segment further and sold its Maibo
Online business to Mr Joshua Chen, the original founder of the Maibo Online
business. Mr Joshua Chen is also a founder of 21-Vianet, an Internet data
center operator in which M-Web China holds a 10% stake.

          In addition, M-Web China is reviewing its strategy concerning the
future of its portal Maibo Wang, which may lead to further significant changes
to this business.

Education Online - Educational Services

          During the year, M-Web China disposed of its 40% interest in
Education Online (a joint venture with Wisdom Network Technology), to allow it
to concentrate on its core operating businesses.

INDONESIA

Market Overview

          Consumer ISP: The Indonesian consumer dial-up Internet market has
seen sluggish growth due to the high cost of PCs and the lack of fixed line
connections to the home. The incumbent Telcos, P.T. Telkom and Indosat, are
also major ISP players with a combined market share of about 50%. They offer a
premium-rate service billed through the telephone bill and normal dial-up
services. There are more than 20 independent ISPs, none of which has more than
a 10% market share. There has been explosive growth in the use of Internet
cafes or centers, which now number more than 3,000. These centers typically
have between 5 and 10 screens and offer a poor quality dial-up service. More
than 50% of users accessing the Internet do so through these centers, compared
to less than 15% accessing at home.

          Corporate Services: The market for network services and managed
services is expanding rapidly. Although P.T. Telkom and its affiliates
dominate the traditional leased-line business due to their legal monopoly
(valid until 2003), there are now numerous other competitors which invest in
alternative technologies such as fixed wireless, DSL, cable and VSAT to
provide Internet access and backbone infrastructure. This market is still
heavily regulated.

                                      30

<PAGE>

          Mobile: As in other parts of Asia the growth in mobile usage has
been explosive and represents a major opportunity for Internet service
providers. The number of mobile customers (4 million) is expected to double in
the next year and overtake the number of fixed-line subscribers (6 million).
There are three GSM 900 operators, and two GSM 1800 services are expected to
commence in 2001.

          Content: Less than 10 major portals dominate local content. Breaking
news is still a prime driver of content, but lifestyle and services are
gaining rapidly in popularity. Most content is in the local language, Bahasa
Indonesian, but there is also heavy traffic to offshore sites as well as
incoming traffic from Diaspora Indonesians. Content is currently unregulated.

Strategy

          M-Web Indonesia entered the market through a series of acquisitions
in the ISP, portal, hosting, wireless and Internet center businesses. These
acquisitions have enabled M-Web to offer a full range of Internet services to
both consumers and corporate customers. The business is grouped into three
divisions: M-Web Anywhere, M-Web Consumer Services and M-Web Corporate
Services.

          M-Web Anywhere: M-Web's four portals (mweb.co.id, Astaga.com,
Satunet.com and kafegaul.com) represent almost 50% of the local portal market.
We offer a full range of channels, with a strong focus on news and lifestyle.
The portals currently generate advertising and sponsorship income and are well
positioned to generate e-commerce revenues in the future. Our mobile services
are conducted in partnership with iTouch plc. We are able to offer a full
range of smart messaging and IVR services which we will launch in cooperation
with local GSM operators on a revenue-share basis.

          M-Web Consumer Services: Our Internet centers (900 screens open)
target consumers on university campuses where we can establish a long-term
relationship with the user. Each screen services about 20 unique users per
month. We also have over 2,500 traditional dial-up customers.

          M-Web Corporate Services: Following the acquisition of Global
Hostnet in January 2001 we offer a full range of managed and network services,
as well as consulting services (web design and development). This division
targets corporates, SMEs and SOHOs, as well as government clients.

SOFTWARE SOLUTIONS

OVERVIEW

          As communication, content and data traffic increase, the markets are
demanding more sophisticated platform solutions. Our subsidiaries OpenTV and
Mindport (including Irdeto Access) have skilled resources and properties -
including customer care, set-top box software, content encryption and creative
applications - which provide solutions for these platforms. These businesses
form the Software Solutions segment, which focuses on developing opportunities
and synergies to create solutions and broaden the scope of our technology
interests.

          We believe iTV will enrich the television-viewing experience of the
consumer and lead to more flexibility, as everyday tasks like shopping and
banking can be conducted from an armchair via a remote control unit. Industry
analysts estimate that by 2004 over 250 million homes worldwide will have
digital set-top boxes. Online games, betting, shopping and on-demand
information services are considered to be key applications.

          OpenTV continues to experience strong growth and is the market
leader worldwide, with over 18 million consumers using interactive software -
more deployments than all its competitors combined. The merger between
SpyGlass and OpenTV added Internet browsing capability to OpenTV's iTV
software, effectively opening up the television to the worldwide web.

          In response to client demand for a complete back-end solution that
enables network operators to manage their iTV services, OpenTV introduced its
Service Platform Suit (SPS), and integrated turnkey software solution. It is
expected to simplify the business of iTV for network operators by enabling
them to centrally manage commerce, ad-serving, communication, and
viewer-management capabilities across their entire portfolio of iTV
applications.

          Subsequent to year-end, OpenTV acquired all of the outstanding
shares of Static, a leading iTV software development and entertainment company
and creator of Playjam, the world's most successful iTV entertainment and
games channel.

          Mindport  offers a range of software  solutions and services to help
deliver  high-value  content  through

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<PAGE>

traditional broadcast and distribution.

OPENTV

          By year-end OpenTV's middleware (or Runtime software) was deployed
worldwide in over 16 million set-top boxes, 2.1 million deployments of which
were made in the first quarter of 2001. Forty-one network operators -
including British Sky Broadcasting (BSkyB) in the United Kingdom, TPS in
France, Primedia in Germany, EchoStar's DISH Network and Galaxy Latin America
in the USA and Latin America - in over 50 countries have selected OpenTV
Runtime software as their interactive platform. In addition, 31 set-top box
manufacturers have been licensed to distribute OpenTV Runtime software in
their set-top boxes and more than 1,100 developers are participated in the
company's Open Advantage developer program.

          In March 2000 OpenTV signed a merger agreement with SpyGlass Inc. to
acquire all of its issued capital in a stock-for-stock transaction. The merger
was concluded on July 24, 2000 and resulted in OpenTV acquiring the Device
Mosaic and Prism technologies of SpyGlass. Device Mosaic is being incorporated
in the new versions of OpenTV's Runtime software to enable Internet web
browsing for the next generation of digital set-top boxes. In addition
SpyGlass Prism technology will help to position OpenTV in the delivery of
Internet solutions to wireless devices. This technology enables web content to
be reformatted so that it is accessible on mobile phones, hand-held computers
and other wireless devices.

          OpenTV has expanded its applications business through the creation
of a new division called OpenTVi, which is dedicated to developing a core
suite of interactive applications as well as providing professional services
relating to the customization and integration of applications and development
on implementation of certain channel offerings. Once a network operator has
installed OpenTV's core interactive software platform, OpenTVi can offer that
network operator a variety of integrated or modular applications such as
e-mail, commerce, games, customer service and personalized advertising.

          OpenTV's Runtime software became the most widely deployed and
activated middleware solution in the United States when EchoStar's DISH
Network shipped over one million OpenTV-enabled satellite receivers. OpenTV
launched its initial set of iTV services in the United States, including
interactive games and on-demand information services, on the Motorola DCT -
2000 set-top box in USA Media's Cable's network in Half Moon Bay, California.

          After a long bidding process, OpenTV was selected by China's largest
cable television network, Shanghai Cable Network Co. Ltd. (SCN), to supply
interactive and multimedia services. SCN expects to roll out interactive
services in the near future. The initial offering of interactive services will
be made available to approximately one million broadband cable households in
Shanghai, China's largest industrial center.

MINDPORT

          Mindport, our technology group with headquarters in Carlsbad,
California, provides a package of technology products and services to
pay-media operators worldwide.

          The current family of software products and support services focus
on two critical solutions for pay-media operators: (1) billing and care and
(2) rights and content management.

          Billing and care by Mindport is used by pay-media clients.

          The Media Commerce Technologies product family - Mindport MCT -
provides rights and content management solutions for digital broadcasters. The
Mindport MCT solution set helps pay-media operators manage the entire business
process, from planning and scheduling to financial reconciliation and payment.
Mindport MCT products are currently used by 14 clients worldwide.

In November 2000, Mindport IBS, the customer care and billing business, merged
with Noochee Solutions Inc., an Internet infrastructure and applications
software company based in Colorado, USA. That merger was intended to
strengthen and accelerate the delivery of Mindport products for interactive
broadband applications. Since that time, broadband deployments around the
world have slowed dramatically, and broadband service and content providers
have become reluctant to deploy new functionality in the absence of valid
business models. Accordingly, Mindport is re-evaluating its broadband strategy
while focusing near-term efforts on its well-established, highly regarded
in-market products and the satisfaction of its global client base.

IRDETO ACCESS

          Irdeto Access, which is part of the Mindport group, is a mature
operation in a consolidating market and the fourth largest provider worldwide
of content-protection solutions, with over 30 years of experience in the

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<PAGE>

field. Its products enable pay-media operators to encrypt and decrypt their
broadcast signals. This controls subscriber access to content, services and
events across all media platforms, including digital television and Internet
protocol (IP) streaming media.

          We were awarded an ISO (International Standards Organisation) 9001
accreditation in September 2000.

          Irdeto Access has doubled its client base in the 15 months prior to
year-end and now has 60 clients and over seven million users in 50 countries.
Over 1.24 million of its personalized digital smart cards were sold during the
year, taking the number deployed to 5.75 million. New clients for the
company's range of products include VSNL in India, ASTEM in Japan, Telestra
Saturn in New Zealand, SatUP in Germany and several operators in South
America.

          The advanced digital-content protection and management systems
offered by Irdeto Access include the DVB conditional-access product range for
the broadcast environment and CypherCast (TM) for IP multicast, both based on
smartcard technology. Irdeto Access now holds more than 50 patents in the
field of content protection and management, including the patents to the key
hierarchy technology widely used in the industry today.

          CypherCast (TM) - which was launched in September 2000 - is a
content-management and protection product for business using IP format for
their content. It can be used in combination with any streaming-media
application, including distance learning, corporate training, business
television, data caching and entertainment. At year-end CypherCast (TM) had
contracted six new clients.



                                      33

<PAGE>


INTELLECTUAL PROPERTY

          We rely on a combination of patents, licensing arrangements, trade
names, trademarks and proprietary technology to protect our intellectual
property rights. We own, or have been assigned or licensed the rights to,
several patents and have several patent applications in various jurisdictions
relating to our proprietary technology. In addition, we currently have
numerous trademarks (pending and registered) in countries where we conduct
business. Some of our major trademarks include the names and logos of Irdeto,
Mindport, OpenTV, DStv, MultiChoice and M-Web.

          We may file additional patent and trademark applications in the
future, although there can be no assurance that we will be successful in
obtaining patents or trademark registrations based upon these applications. We
intend to vigorously protect our intellectual property rights. It may be
possible, however, for a third party to copy or otherwise obtain and use our
technology without authorization or to develop similar technology
independently. Furthermore, the laws of certain countries in which we sell our
products do not protect our intellectual property rights to the same extent as
do the laws of the United States. See "Item 3. Key Information - 3.D. Risk
Factors--Because much of our success and value lies in our ownership and use
of intellectual property, a failure to protect our intellectual property or to
develop new proprietary technology may negatively affect us".

REGULATION

SOUTH AFRICA

          Overview. M-Net broadcasts its channels pursuant to a license
acquired on October 17, 1985 from the Minister of Posts and Telecommunications
(the "Minister"). In accordance with the prevailing law at the time, the
Minister's approval was given after the requisite consultation with the South
African Broadcasting Corporation (the "SABC"), the state-owned public service
broadcaster.

          The Independent Broadcasting Authority Act No. 153 of 1993 (the "IBA
Act"), which came into operation on March 31, 1994, established the
Independent Broadcasting Authority (the "IBA") as an independent regulator
mandated to regulate broadcasting in the public interest subject to principles
of accountability and transparency.

          The IBA Act vests in the council of the IBA all powers, functions
and duties in relation to the administration, management, planning and use of
broadcasting services' frequency bands (those frequencies assigned to
broadcasting by the International Telecommunications Union and adopted in
South Africa), including the power to issue licenses for broadcasting
services. The IBA Act prohibits the provision of broadcasting signal
distribution or a broadcasting service (utilizing the broadcasting
frequencies) unless such distribution or service is provided in accordance
with a signal distribution or broadcasting license issued by the IBA. The
latter licenses may be granted for public broadcasting services, private
broadcasting services and community broadcasting services.

          The IBA Act contains provisions which recognize existing licenses
under previously applicable laws, such as the license previously issued to
M-Net Ltd., which license has been amended by the IBA after a public
consultation process. The license imposes certain local content requirements,
advertising limitations and a license fee equal to 2% of revenues derived from
the two analog channels. In addition, Orbicom has received a downlink license
and a broadcasting signal distribution license from the IBA. The latter
permits Orbicom to provide M-Net Ltd. with terrestrial analog distribution
services in South Africa. The Telecommunications Act No. 103 of 1996 (the
"Telecommunications Act") provides that all telecommunications and radio
frequencies other than broadcasting and broadcasting frequencies should be
regulated by the South African Telecommunications Regulatory Authority
("SATRA"). SATRA recognizes the uplink license and wireless cable license,
known as the "MMDS" license, which was issued to Orbicom prior to the
establishment of SATRA. The MMDS license authorizes the use of frequencies and
terrestrial stations for analog distribution. The uplink license authorizes
the distribution of television, sound and/or associated data via satellite for
direct reception or terrestrial re-transmission, provided that such
distribution is directly related to a broadcasting service. In addition,
Orbicom has received a value added network services license and, on February
19, 1999, received a further uplink license from SATRA.

          The  Telecommunications  Act requires any person who provides  value
added  network  services,  which at present  are  defined to include  Internet
services, to do so under a license issued by SATRA. The


                                      34

<PAGE>

Telecommunications Act also provides that any person who provided such
services before May 20, 1996 shall be permitted to continue providing such
services as a deemed license holder. The corporate pedigree of M-Web Connect
(Pty) Limited permits it to carry on business as a deemed license holder. The
process for formalizing such deemed licenses has yet to be completed by SATRA.

          Developments. On June 4, 1998, the Department of Communications
issued a White Paper on broadcasting policy. It confirmed that a new
broadcasting policy would seek to establish a 3-tier governance system for the
broadcasting industry, namely policy formulation and development by the
government, licensing and regulation by the IBA and service provision by the
broadcasters and signal distributors. The White Paper made, among others, the
following recommendations:

          - the imposition of specific broadcasting license conditions on
          private broadcasters which would acknowledge the different services
          offered by satellite services, pay services and free-to-air services
          and which would impose obligations commensurate to the nature of the
          particular broadcasting business;

          - the adoption of a more comprehensive definition of broadcasting
          and broadcasting services than that contained in the IBA Act in line
          with international practices and technological developments; and

          -  the  merger   into  a  single  body  of  the   broadcasting   and
          telecommunications regulatory functions.

          In view of the increasing difficulty in differentiating between
radio frequency spectrums used for telecommunications and those used for
broadcasting and in order to prevent duplication specifically in the technical
skills and facilities areas, the government has decided to merge the IBA and
SATRA into a single regulatory authority. It was envisaged in the White Paper
that the new regulatory body would enjoy an independent statutory framework.

          On June 30, 1999, a new Broadcasting Act came into effect. This Act
essentially seeks to put into law the most important findings and
recommendations of the White Paper. In particular, it:

          - repeals the previous  Broadcasting Act No. 73 of 1996 and provides
          a charter for the SABC;

          - clarifies the Minister's powers with regard to policy formulation
          and the IBA's powers in respect of the regulation and licensing of
          the broadcasting system;

          - establishes the Frequency  Spectrum  Directorate in the Department
          of Communications; and

          - creates new classes of broadcasting licenses in line with the
          proposals in the White Paper.

          Although M-Net Ltd. and Orbicom hold a broadcasting signal
distribution and uplink license, respectively, MultiChoice Africa requires a
license for the DStv service within the new regulatory framework. MultiChoice
Africa has made application for a licence and has made submissions to the IBA
as to how it should be regulated in this regard. On May 11, 2000, the
Independent Communications Authority of South Africa Act came into effect. The
Act, which further seeks to put into law the recommendations of the White
Paper, merges the IBA and SATRA to establish the Independent Communications
Authority of South Africa ("ICASA"). The Act provides that ICASA will regulate
both broadcasting and telecommunications in terms of the IBA Act, the
Telecommunications Act and the Broadcasting Act (all of which remain in
effect) and, accordingly, the functions of the IBA and SATRA are transferred
to ICASA.

          Internet Services. In July 1999, the Department of Communications
initiated a policy process for the regulation of e-commerce. By the end of
2000 this had passed through a process of public consultation and a Green
Paper was published in November 2000. This process envisages the
rationalization and amendment of all relevant legislation and the creation of
new legislation for new media and converged technologies within a merged
broadcasting and telecommunications regulatory environment. At present the
Department of Communications is preparing draft legislation for a number of
issues, including taxation, domain name registration, digital signatures,
encryption, certification authorities, multilateral trade, ISP liability and
IPR. The anticipated date for this legislation is unclear.

          In parallel with the policy process for e-commerce, ICASA has
undertaken a review of the regulatory environment for value added network
services. The proposed regulations indicate an encouraging improvement for
second tier ISPs' competitive ability. The regulator has also invited further
informal comment on whether or not certain classes of ISP should be excluded
from licensing requirements. Discussions at industry level reveal a degree of
support for the creation of a separate category of "light touch" regulation
for certain Internet services.

GREECE

          Overview.  The regulatory  framework governing the establishment and
operation  of  free-to-air  television


                                      35

<PAGE>

stations in Greece is provided by Law 2328/95 on the "Legal Status of Private
Television and Local Radio, Regulation of Several Issues related to the Radio
Television Market and Other Provisions" (the "Free-to-Air Law"). The Greek
government recently enacted a new law (Law 2644/98 on "The provision of pay
television and radio services and other provisions") that regulates
pay-television (via satellite, terrestrial relays or cable) by the use of
analog or digital methods of transmission (the "Pay-Television Law"). Prior to
the enactment of the Pay-Television Law pay-television was regulated by the
Free-to-Air Law, some provisions of which survive, as described below.

          The Free-To-Air Law. Before the enactment of the Pay-Television Law,
the Free-to-Air Law granted Greek Radio Television SA ("ERT"), the state-owned
broadcasting entity, the exclusive right to broadcast encrypted television
signals in Greece. ERT was permitted to further assign such rights to third
parties. Based on this legislation, NetMed Hellas entered into an agreement
with ERT on October 15, 1994, pursuant to which NetMed Hellas' encrypted
service is transmitted on a frequency allocated by ERT. This agreement has
been approved by a joint decision of the Minister of Press and Mass Media and
the Minister of Finance and ratified by Law 2328/95. The October 1994
agreement was extended and supplemented by a further agreement dated December
29, 1995, which relates to the transmission of a second encrypted service on a
frequency allocated by ERT. This further agreement was also approved by joint
ministerial decision. These agreements require NetMed Hellas to pay certain
fees to ERT equal to 6.5% of subscription fees payable by subscribers who
subscribe to only one service and 5.0% of subscription fees payable by
subscribers who subscribe to both services. NetMed Hellas is required to
provide a bank guarantee in an amount of GRD1 billion each year to secure
these payments.

          So long as the cooperation agreements with ERT are in force,
regulations concerning the share capital composition of free-to-air television
companies are not applicable to NetMed Hellas, which, instead is subject to
the terms of the agreements with ERT. The regulations with ERT ensure that
NetMed BV and NetMed Hellas (or any other company which has the control of the
group of companies to which NetMed Hellas belongs) shall be liable to ERT for
the fulfilment of the obligations of NetMed Hellas in accordance with the
co-operation agreements. Additionally, ERT's approval is required for the
transfer of the majority of the shares of NetMed Hellas and the transfer of
less than a majority of such shares requires ERT to be notified. ERT also has
the right to be provided with detailed information if new shareholders enter
or new share capital is invested into NetMed Hellas. These regulations apply
for the entire term of the agreements with ERT.

          Pay-Television Law. Under the new pay-television law, the rights to
provide pay-television through terrestrial, satellite or cable broadcast can
be secured either by obtaining a license directly from the Greek government or
by signing a cooperation agreement with any holder of a license. However, the
existing agreement between NetMed Hellas and ERT has been extended (by a
further agreement dated October 15, 1999 between NetMed Hellas and ERT) until
the licenses for the provision of terrestrial pay-television services have
been granted in accordance with the new pay-television law. The Minister of
Press has announced the frequencies which will be used for the provision of
terrestrial pay-television services and MultiChoice Hellas submitted an
application for such a license on February 1, 2000.

          After the granting of the terrestrial licenses, NetMed Hellas could
either cooperate with a license holder or seek a license directly. Under the
new pay-television law, no single shareholder of a company having a
terrestrial license may hold more than 40% of the share capital of such
company.

          With regard to digital, a license for the provision of
pay-television and radio services via satellite was granted to MultiChoice
Hellas on July 15, 1999. MultiChoice Hellas and the Greek government concluded
the concession agreement that is required by the terms of this digital
transmission license on December 20, 1999.

          Synergistic    Network   Development   S.A.   acquired   a   10-year
telecommunications  license  in  November  1999 to uplink  data and video from
Greece.

          EU Regulation. The EU Broadcasting Without Frontiers Directive (the
"Directive") of October 3, 1989, established the basic principles for the
regulation of broadcasting activity in the EU. In essence, it provides that
each EU broadcasting service should be regulated by the authorities of one
member state (the "home member state") and that certain minimum standards
should be required by each member state of all broadcasting services which
that state's authorities regulate. The Directive currently requires member
states to ensure "where practicable and by appropriate means" that the
broadcasters reserve "a majority proportion of their transmission time" for
programs produced in Europe. In applying this rule, broadcast time for news,
games, advertisements, sports events, infomercials and teletext services is
excluded. The Directive recognizes that member states are to move
progressively towards requiring their broadcasters to devote a majority of
relevant transmission time to programs produced in Europe, having regard to
the broadcaster's informational, educational, cultural and entertainment
responsibilities to the viewing public.

          Internet  Regulation.   Currently,   there  is  minimal  legislative
restrictions on Internet service providers and content transmitted through the
Internet. The regulation of the Internet in Greece is subject to review by the


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Greek parliament.

THAILAND

          Overview. At present, public telecommunication networks and services
are subject to regulations by three entities which come under the control of
the Ministry of Transport and Communications ("MTC"), namely the Post and
Telegraph Department of Thailand ("PTD"), the Telephone Organisation of
Thailand ("TOT") and the Communications Authority of Thailand ("CAT").

          There are five primary pieces of legislation that govern
telecommunications in Thailand. The Telegraph and Telephone Act originally
assigned full authority to install, maintain and operate the telegraph and
telephone infrastructure to PTD. The responsibility for domestic telephone and
related services and international telephone services to Laos and Malaysia was
transferred to TOT by virtue of the Telephone Organisation of Thailand Act.
Authority for all international telecommunications and certain domestic
telecommunications, such as postal and telegraph services and related
services, was transferred from PTD to CAT, which was established by virtue of
the Communications Authority of Thailand Act. PTD continues to be responsible
for licensing the transmission of information by radio frequency and the use
and trade of radio equipment as prescribed by the Radio Communications Act.

          On March 8, 2000, the Organisation for Frequency Management and the
Supervision of Broadcasting Radio, Broadcasting Television and
Telecommunication Business Act 2000 (the "Frequency Management Act") came into
force, one function of which is to provide for the establishment of two
regulatory bodies to oversee, respectively, telecommunication and broadcasting
in Thailand. However, until these bodies are established, it will remain the
case that there is no central regulatory entity that coordinates and regulates
telecommunications policy. Furthermore, imprecise legislation and rapid
advances in the field of telecommunications have created overlapping
jurisdiction by both TOT and CAT. This has resulted in the duplication of
services and competition between the authorities. MTC has for some time been
attempting to establish a plan to privatize CAT and TOT.

          Broadcasting.  Since  September  1992,  television  broadcasting  in
Thailand has fallen under the control of the National Broadcasting  Commission
of the Prime  Minister's  office.  Private  investors  are not  allowed to own
television  stations.  The Thai  Television  Co. Ltd. was  established  by the
Public  Relations  Department  of Thailand  (the  "PRD") and other  government
agencies as a state enterprise to operate Thailand's first television station.
Following  enactment of the Thai Radio and Television  Broadcasting  Act of BE
2498 (AD 1955) (the  "RTBA"),  television  broadcasting  commenced on June 24,
1955. In 1977, the Mass  Communication  Organisation of Thailand  ("MCOT") was
established to operate mass media businesses on behalf of the government.  The
Thai  Television  Co. Ltd. was then  dissolved,  and its assets and operations
were transferred to MCOT. As a consequence of developments in technology,  the
RTBA was  amended  in 1987 to allow  television  broadcasts  to be made to the
public through cable and electronic means.

          Since January 13, 1994, pursuant to certain ministerial regulations
dated October 13, 1993, companies in the private sector have had the right to
apply, in the case of transmissions within Bangkok, to the PRD and, in the
case of transmissions outside Bangkok, to the PRD or the Regional Public
Relations Centre, for a license to supply cable television. Those applications
for licenses are considered by a committee appointed by the Prime Minister.
Such licenses, on the basis of the regulations, permit the supply of
television through fibre optic or electric cable, but not through other means,
including wireless transmission, such as microwave signal, as currently
utilized by UBC.

          At present, there are two major government bodies which regulate and
monitor media companies and their activities, MCOT and the PRD. Both
regulatory bodies are controlled by the Prime Minister's office. The PRD has a
similar scope of responsibilities as MCOT and is responsible for monitoring
terrestrial stations and issuing licenses for new commercial free-to-air and
satellite stations. The PRD also runs Channel 11, which is the only state
education television station in Thailand.

          Both MCOT and the PRD have wide regulatory powers. Since their scope
of responsibilities overlap significantly, many companies apply to both
entities for licenses to broadcast. At present, UBC and UBC Cable require and
have obtained a license from the PRD to utilize certain frequencies and
concessions from MCOT to operate pay-television businesses.

          On April 17, 1989, MCOT and UBC entered a joint venture agreement
for the provision of subscription television service which was subsequently
amended on May 19, 1994 and April 17, 1998 (together, the "UBC Concession").
Under the UBC Concession, UBC is permitted to operate subscription television
on behalf of MCOT until September 30, 2014. UBC is entitled to provide
subscription television pursuant to the UBC Concession to the whole of
Thailand using a satellite to provide direct-to-home service, cable in the
provincial areas and MMDS as permitted by the PTD, and is entitled to use a
satellite to provide service to hubs in provincial areas and then, through
local cable networks, on to subscribers. In exchange, UBC pays MCOT 6.5%

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of the gross revenue derived from the operation of the subscription television
business each year during the period of the UBC Concession as consideration
for the agreement, subject to a minimum amount per annum.

          Subscription fees or other subscriber charges and the form of
contracts with subscribers must be submitted to MCOT for prior clearance.

          On November 12, 1993, MCOT and Telecom Asia entered into a
memorandum of agreement for a joint venture for the provision of cable
television services. Pursuant to its terms, Telecom Asia agreed to set up a
public company to operate a cable television business. On June 6, 1994, MCOT
and UBC Cable entered into a contract for the joint operation of subscription
television services (the "UBC Cable Concession"). UBC Cable is permitted to
operate subscription television on behalf of MCOT until December 31, 2019. UBC
Cable is entitled to provide subscription television pursuant to the UBC Cable
Concession in Bangkok and elsewhere. UBC Cable pays MCOT 6.5% of the gross
revenue derived from the operation of the subscription television business
each year during the period of the concession as consideration for the
agreement, subject to a minimum amount per annum.

          On February 16, 1998, UBC entered into various agreements for the
acquisition of a 97.85% shareholding in UBC Cable from Telecom Holding.
Meanwhile, Telecom Holding acquired a 49.5% shareholding in UBC in order to
consolidate the position of both UBC and UBC Cable in the Thai market and to
rationalize the cost of providing a pay-TV service to subscribers in Thailand.

          MCOT also regulates the programming content on UBC's channels,
primarily monitoring what it deems to be excessive nudity, sexual content and
violence. MCOT also monitors what it considers to be disparaging content aimed
at Buddhism and the Royal Family in Thailand. MCOT generally sends written
warnings to broadcasting entities when it believes that offensive content has
been aired. The Board of Directors of UBC believes that MCOT's regulation of
UBC's programming content is minimal and to date UBC has rarely received such
written warnings.

          Thailand recently introduced a new competition law, the Trade
Competition Act, 1999 (the "Competition Act"). The Competition Act extends the
regulation of competition in Thailand, and also addresses specific
anti-competitive activities. Contravention of the Competition Act carries
penalties including the imposition of restrictions and compulsory
restructuring. Under the Competition Act, the Ministry of Commerce requires
companies that had acted in a monopolistic manner or in a manner which, in
relation to certain specific activities, reduced or eliminated competition, to
submit a request to the Trade Competition Commission for the approval for such
action. Requests relating to actions prior to April 30, 1999 should have been
submitted by July 28, 1999. The board of directors of UBC believes that the
activities of UBC do not fall within the ambit of the Competition Act and,
accordingly, that UBC was not required to submit such request. However, in
order for UBC to preserve its rights, and without admitting any liability, UBC
submitted a request for approval to the relevant authority. The request
relates both to UBC's current activities as the only offeror of pay-television
services in Thailand and the acquisition in 1998 by UBC of UBC Cable, and the
increase of UBC's subscription fee by 23% following the acquisition, with
effect from May 1999. On September 4, 2000, the Trade Competition rendered its
ruling that UBC has not violated the Competition Act.

          Internet Services. Legislation relating to the Internet and
telecommunications services is contained in a number of acts, such as the
Telephone and Telegraph Act 1934, the Radio Communication Act 1955, the
Telephone Organisation of Thailand Act 1954, the Communications Authority of
Thailand Act 1976 and the Frequency Management Act. Essentially such laws
reserve the following services to either TOT or CAT:

          (1) the  establishment,  operation and  maintenance of telegraph and
          telephone offices within Thailand; and

          (2) the reception, storage and delivery of messages and everything
          else concerning telegraph and telephone services in accordance with
          rules and regulations prescribed by MTC.

          Internet services require a concession by CAT and must be conducted
in a form of joint venture with CAT. At present there are 18 Internet service
providers licensed in Thailand.

          M-Web (Thailand) recently acquired a stake in MKSC, the parent
company of IKSC, which has a majority stake in KSC. KSC holds a concession
from the CAT to operate as an ISP until 2005.

          Advertising. The government of Thailand presently does not allow
advertising over pay-television. Originally, the government allocated to
free-to-air television, under the theory that free-to-air television providers
receive revenue from advertising fees while pay-television operators receive
revenue from subscriptions and related fees. The Concessions which UBC and UBC
Cable received from MCOT also prohibit UBC from commercial advertising.
However, as pay-television in Thailand expanded from purely local content to
include

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premium international programming, the cost of providing such services has
risen significantly. With respect to content concerns, in UBC's request to the
Thai regulators to permit UBC to carry advertising, UBC compared Thailand to
other countries in the region with less restrictive pay-television advertising
policies. The policies in these countries were actually less restrictive with
advertising on pay-television than with free-to-air television, on the theory
that foreign advertising can reach the entire television population on
free-to-air television, while pay-television subscribers have the option of
terminating service.

          MCOT has temporarily suspended the display of corporate logos during
cable television programming while other Thai regulatory authorities consider
whether or not to allow advertising on pay-television programming.

Current  Developments.  The Constitution of the Kingdom of Thailand B.E. 2540,
Section 40, provides that:

          "Transmission frequencies for radio or television broadcasting and
          radio telecommunication are national communication resources for the
          public interest. There shall be an independent regulatory body
          having the duty to distribute radio and television frequencies and
          to supervise radio or television broadcasting and telecommunication
          businesses as provided by law.

          These activities are to be carried on for the public benefit at
national and local levels in relation to education, culture, State security,
and other public interests, including fair and free competition."

          This constitutional provision is a crucial milestone in broadcasting
and telecommunication liberalization in Thailand. On March 8, 2000, the
Frequency Management Act, developed under the Constitution, came into force.
The key element of this Act is the establishment of two regulatory bodies,
which are the National Broadcasting Commission for the Supervision of Radio
and Television and the National Telecommunications Commission for the
Supervision of Telecommunications Businesses. In addition, the Thai government
is currently drafting a telecommunication business bill to replace the
Telephone and Telegraph Act 1934 and to operate in conjunction with the
Frequency Management Act. The draft law allows pay-television to engage in
commercial advertising and, if approved by the parliament is expected to take
effect later this year.

          In addition, the Thai government is drafting several bills regarding
Internet-related services, such as an e-commerce law, a digital signature law,
an electronic fund transfer law, a data protection law, a universal access law
and a computer crime law.

CHINA

          Overview. The operation of telecommunications businesses, including
Internet-related businesses, in the People's Republic of China ("China" or the
"PRC") is subject to extensive regulation by the PRC government. The Ministry
of Information Industry of the PRC ("MII") is the primary regulator of
Internet businesses, with other government authorities also participating in
the regulation of, among other things, foreign investment, advertising,
security, encryption and various types of content.

          Regulation of ISPs. The operation of Internet access services in
China is governed by the Telecommunications Regulations (the "Regulations"),
which were promulgated on September 25, 2000. Pursuant to the Catalog of
Classes of Telecommunications Businesses (as amended on June 11, 2001) that is
appended to the Regulations, the provision of Internet access services is a
value-added telecommunications business that can be operated by any purely
domestic Chinese company, regardless of whether such company is State-owned,
as long as such company has received a permit from MII or its relevant local
counterpart.

          Regulation of ICPs. The operation of ICPs in China is governed by
the Regulations, which stipulate that the provision of Internet information
services is a value-added telecommunications business, and the Administrative
Measures on Internet Information Services (the "Measures"), which for the
first time set forth a definition of ICPs. ICPs (which are referred to as
Internet information service providers in the Measures) are defined as
entities that engage in "providing information to online users through the
Internet." ICPs that provide information services for compensation are
required to obtain a permit, from the relevant local counterpart of MII, and
those that provide such service without compensation are required to file with
such governmental authority. Although no definition of "without compensation"
is provided in the Measures, it has been interpreted by officials quite
narrowly to apply only to non-profit governmental or charitable organizations.
The Measures also stipulate a list of prohibited types of content. ICPs are
required to monitor their websites (including chat rooms and electronic
bulletin boards) for such content and remove any such content that they
discover on their websites. Because some of the specific types of prohibited
content are vague and subject to interpretation, the potential liability of
ICPs is unclear. ICPs are subject to an array of other regulations with
respect to the provision of specific types of content and services, for which
ICPs must obtain approval from various agencies. As new regulations about
specific types of content are still being issued, certain types of content for
which approval is not now required may require approval in the future. In
addition, because of the lack of specificity in some of

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these regulations, it is not always clear if the activity engaged in by a
specific ICP actually requires approval.

          Foreign investment in ISPs and ICPs. The Regulations do not
specifically state that foreign investment in ISPs and ICPs is prohibited, but
rather state that specific legislation with respect to the investment and
operation of telecommunications businesses, including ISPs and ICPs, by
foreign invested companies will be separately formulated by the State Council.
The PRC has entered into agreements with certain governments committing to the
gradual opening up of the Internet sector, including ISPs and ICPs, to foreign
investment upon the PRC's accession to the World Trade Organization. Separate
legislation on foreign investment in the telecommunications sector has been
drafted but not yet issued and there is no assurance that this legislation
will be issued or when it will be issued. Until such time as such separate
legislation is issued, foreign investment in telecommunications businesses is
prohibited pursuant to the Foreign Investment Industrial Guidance Catalog
issued in 1997 by the former State Planning Commission, the State Economic and
Trade Commission and the Ministry of Foreign Trade and Economic Cooperation.

INDONESIA

          Overview.  The operation of telecommunications  services,  including
the  provision  of  Internet  services  is  governed  by Law No. 36 of 1999 on
Telecommunications  ("Law  No.  36") (as  further  clarified  by  Minister  of
Transportation  and  Telecommunications  Decrees  Nos 20 and 21 of  2001)  and
Government  Regulation  No.  52  of  2000  on   Telecommunications   Operation
("Regulation  No.  52").  Law No.  36 and  Regulation  No. 52  stipulate  that
telecommunications services consist of three main activities, namely:

          (i) basic telephony services, namely telephone, telegraph, telex and
          facsimile operations;

          (ii) telephony value added services, such as integrated network,
          calling card, interactive technology and paging services; and

          (iii) multimedia and information technology based services,
          including "VoIP", Internet and intranet, data communication, video
          conference and entertainment video services.

          Foreign investment in ISP's. The Ministry of Transport and
Telecommunications ("MTT") is the primary regulator in respect of Internet
services. In relation to foreign investment, the Capital Investment Board and
State Enterprises Supervisory ("Foreign Investment Board") is responsible for
the regulation of foreign investment in all areas including the provision of
Internet services. The Foreign Investment Board will only process an
investment application or grant foreign investment approval once it has
obtained written approval from the MTT. In practice the MTT grants its
"principle approval" as a recommendation to the Foreign Investment Board which
then in turn grants its approval.

          Pursuant to Presidential Decree No. 96/2000 as amended by Decree No.
118/2000, telecommunications businesses are open to foreign investment
provided that the particular business is conducted through a joint venture
arrangement between foreign and local investors. Decree No. 118/2000 does not
stipulate a maximum percentage of foreign shareholding in the area of
telecommunications; however, the MTT has implemented a policy limiting direct
foreign investment to 49%, including the area of the provision of Internet
services. Presidential Decree No 118/2000 will be valid for three years;
however, government policy may change before the three years have expired.

          In addition to the laws dealing with the regulation of
telecommunications and multi-media, there is a specific law, Act No. 24 of
1997, which completely prohibits foreign investment in the area of
"broadcasting". For present purposes, "broadcasting" encapsulates free-to-air
and subscription television, broadcast services, radio broadcasting and print
media.

4.C. ORGANIZATIONAL STRUCTURE

OVERVIEW

          We were incorporated in the British Virgin Islands on July 26, 1991
and conduct our businesses through subsidiaries and joint ventures. MIH
Holdings, which is quoted on the JSE under the symbol "MHH", indirectly owns
shares representing 51.99% of the economic interest and 76.46% of the voting
interest with respect to our ordinary shares. MIH Investments owns 64.66% of
the voting stock of MIH Holdings, and Naspers owns all the voting stock of MIH
Investments and directly owns 2.8% of MIH Holdings. Naspers directly owns
shares representing 3.4% of the economic interest and 1.66% of the voting
interest with respect to our ordinary shares.

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SUBSIDIARIES AND JOINT VENTURES

Pay-television:

          In many of our markets, our pay-television businesses utilize
similar corporate structures. These structures generally include a content
management company that provides the content for the pay-television operation,
a subscription management business and a service transmission and distribution
business. In each region, these companies may have local partners.

          Africa And The Middle East. We operate our South African business
through our indirect wholly owned subsidiary, MultiChoice Africa. MultiChoice
Africa obtains channels from and conducts transmission and distribution
through certain of our affiliates. MultiChoice Africa in turn has ownership
interests in subsidiaries and joint ventures operating in Kenya, Ghana,
Uganda, Nigeria, Tanzania, Zambia, Namibia, Botswana and Lesotho. In Africa,
we consider several factors when determining the countries within which to
establish joint venture investments, including comparative political
stability, a free market economy, adequate infrastructure, a favourable
foreign exchange system, a suitable local partner and sufficient management
control. In many other African nations, we operate through agents or
franchisees. These parties conduct marketing and advertising to build our
subscriber base and collect subscription revenues on our behalf. They retain a
minor portion of these subscription revenues as compensation for their
services and remit the balance to us.

          MultiChoice Middle East Inc. is a 90.0% owned subsidiary of
MultiChoice Middle East Holdings., which in turn is 50.0% indirectly owned by
us. The other shareholders in MultiChoice Middle East Holdings and MultiChoice
Middle East are strategic regional investors. In Egypt, we indirectly own
10.0% of Cable Network Egypt, which provides terrestrial analog service, and
75.0% of MultiChoice Egypt, which provides subscriber management services to
Cable Network Egypt.

          Mediterranean. We operate our Mediterranean businesses through our
interest in a holding company, NetMed. We own 88.6 % of NetMed. The balance of
11.4% is owned by Global Capital Investors II LP, an investment fund managed
by Global Finance SA. Changes in the Greek regulatory environment may lead to
a change in the ownership structure of our Greek subsidiaries and joint
ventures, and we are currently reviewing several alternatives. In addition, we
periodically evaluate various proposals regarding our ownership of NetMed
however, we expect to continue to own a majority of NetMed. for the
foreseeable future.

NetMed manages its pay-television business through the following operating
subsidiaries:

          - MultiChoice Hellas. and MultiChoice Cyprus manage our subscriber
          base and market and sell pay-television services in Greece and
          Cyprus, respectively. NetMed, through Myriad Development B.V., owns
          40% of MultiChoice Hellas. The remainder is held for 18% by LTV, 40%
          by Teletypos and 2% by SunSpot Leisure Ltd. We own 57% of
          MultiChoice Cyprus Holdings Ltd, who in turn owns 61% of MultiChoice
          Cyprus, an entity listed on the Cypriot Stock Exchange since July
          2000. Lumiere owns 43% of MultiChoice Cyprus Holdings Ltd. The
          public owns 39% of MultiChoice Cyprus.

          - NetMed Hellas is 96.0% owned by NetMed. NetMed Hellas operates the
          FilmNet, SuperSport and K-TV pay-television channels in Greece and
          provides programming to Lumiere Television and Alfa TV in Cyprus.
          The remaining 4.0% ownership is held by MIH Limited directly.

          - Synergistic Network Development S.A. is 100.0% owned by NetMed and
          is responsible for signal transmission and distribution.

          SOE International SA (trading as Enic Hellas) was 40% owned by
NetMed. Enic Hellas owned 78.4% of PAE AEK, one of the three largest
professional soccer clubs in Greece, and 100% of Basic Hellas SA, the
merchandising associate of PAE AEK. This stake, with the exception of a direct
stake of 15% in PAE AEK, was disposed off subsequent to year-end.

          Asia. We have a joint venture interest in UBC (formerly the
International Broadcasting Corporation Public Company Limited), and its
subsidiaries in Thailand. Founded in 1985, UBC is quoted on the Stock Exchange
of Thailand under the symbol "UBC" and had a market capitalization of baht
8.15 billion ($181.5 million) on March 31, 2001. We became an investor in UBC
in January 1997 and have gradually increased our total share of ownership of
UBC to approximately 31.1%. The remaining shares in UBC are beneficially owned
40.95% by Telecom Holding Company Limited, a subsidiary of Telecom Asia, 0.4%
by the Mass Communications Organization of Thailand, which is one of the two
primary media regulators in Thailand, and 27.5% by other private investors and
the public.

          UBC's pay-television business is managed through four operating
entities. UBC operates the digital satellite services and acts as a holding
company for the remaining parts of the business. UBC Cable Network Public
Company Limited, formerly UTV Cable Network Public Company Limited, which is
98.6% owned by UBC, operates the analog cable television services business for
the UBC group. Cineplex Company Limited, which is 99.9% owned by UBC, produces
channels featuring movies, drama, educational programming, news

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and Sports for the UBC group's pay-television systems. Both UBC Cable and
Cineplex were founded by Telecom Asia and later purchased by UBC. Satellite
Services Company Limited, which is 97.2% owned by UBC, provides certain
services used by the UBC group in its pay-television systems, including signal
transmission and distribution.

Internet:

          Africa: M-Web Holdings was formed in 1997 through a series of
transactions whereby we contributed our Internet related business to a new
entity, M-Web Holdings Limited, and subsequently capitalized it with a special
dividend to MIH Holdings. M-Web Holdings was subsequently spun off, but we
have reacquired an ownership interest since the spin-off. Through a private
placement in August 1999 and additional share purchases and share
subscriptions since then, our shareholding in M-Web Holdings has increased to
22.3 %. During April 2001, a decision was taken to delist M-Web Holdings from
the JSE. This was effected via a scheme of arrangement whereby Naspers, the
majority shareholder in M-Web Holdings, made an offer to the outside
shareholders (excluding ourselves). With effect from 6 July 2001, M-Web
Holdings was delisted from the JSE and trade suspended. We continue to manage
M-Web Holdings pursuant to a voting pool agreement between us and Naspers,
M-Web Holdings' principal shareholder.

          Thailand: M-Web (Thailand) commenced operations in May 1999. We have
a 95% stake in M-Web (Thailand) through a company that we control. Pursuant to
a share swap agreement dated January 14, 2000, our affiliate Myriad
International Holdings Asia BV, or MIH Asia, transferred 5% of the total
issued share capital of M-Web (Thailand) to AD Venture Company Limited, the
Internet subsidiary of Shin Corporations Public Company Limited, a Thai
telecommunications group, and received, in return, 5% of the total issued
share capital of Shinee.com Company Limited. We recently acquired, through a
company that we control, a 75% interest in IKSC, a Thai holding company that
has a majority stake in KSC Comnet, which we believe is the largest ISP in
Thailand. The share swap arrangement entered into between M-Web (Thailand) and
AD Venture Company Limited was reversed in a non-cash transaction in April
2001, making M-Web (Thailand) a wholly-owned subsidiary.

          China: M-Web China (BVI) Limited ("M-Web China") is currently held
63% by MIH Limited, 17% by Mr. Chen Sheng (the Founder of A-1Net), 8% by IDG
Investments Inc., with the remaining 12% held by the M-Web China Employee
Share Trust. M-Web China is the holding vehicle for several investments,
including:

          (i) a 80% interest in SportsCN.com (the leading Sports Portal in
          China), with 10% held by Shanghai Information Industries and 10% by
          Li Ling (a former Chinese gold medal Olympic athlete);

          (ii) a 52.5% interest in eefoo.com (a financial portal) with the
          remaining interests held by Kingway Industries and the original
          Founders of the business;

          (iii) a 10% interest in 21Vianet (an Internet data center operator).

          In June 2001 we acquired a 46.5% interest in Tencent (BVI) Limited
("Tencent"). Tencent is the operator of QQ, China's most pervasive
instant-messaging platform. The Founders of QQ continue to hold 46.5% in
Tencent with the remaining 7% held by Mandarin Sea Investments.

          Indonesia: PT M-Web Indonesia commenced operations in May 2000
following the purchase of PT. Carakayasa Binekatara, a small ISP. M-Web
Indonesia is a foreign investment company and is effectively 100% owned. In
August 2000, the No. 2 Portal in Indonesia, Satunet, was acquired in an asset
deal. Following this, a managed services company PT Global Hostnet was
acquired in November 2001. In January 2001, the number one Portal in
Indonesia, Astaga.com, was acquired in a share purchase and the assets and
employees of an Internet Center business, P.T Warnet Gemilang, were also
acquired.

SOFTWARE SOLUTIONS

          Our Mindport division is a leading provider of pay-television
software and hardware solutions and services both to our pay-media businesses
and to third-party pay-media operators. We operate our Mindport technology
division mainly through our wholly owned subsidiary Irdeto and our 70% owned
subsidiary Mindport IBS B.V.. In December 2000, Noochee Solutions Inc.
("Noochee") contributed all Noochee's assets and certain of its liabilities to
Mindport IBS Limited, a newly formed company, and we contributed all the
Integrated Business System BV shares and $15 million cash to Mindport IBS
Limited. In addition, we indirectly own 365,460 of OpenTV Class A Ordinary
Shares and 30,206,154 of OpenTV's Class B Ordinary Shares which may be
exchanged into Class A Ordinary Shares generally on a one-for-one basis
(representing 46.4% and 98.6% of OpenTV's outstanding Class A and Class B
Ordinary Shares, respectively, and collectively representing 89.7% of the
voting rights with respect to Ordinary Shares).

                                      42

<PAGE>

AFFILIATES

          We have several non-subsidiary affiliates, including M-Net Ltd.,
SSIH and M-Web Holdings. M-Net Ltd. is a publicly traded South African company
that provides the premium film channels carried by us on our pay-television
platforms in Africa. SSIH is a publicly traded South African company that
provides the sports channels carried by us on our pay-television systems in
Africa and the Middle East. Shares of SSIH are linked with those of M-Net Ltd.
and, as of March 31, 2001, their combined market capitalization was
approximately ZAR 1.132 billion ($141.5 million). The linking provides that
each share of either company's stock trades with one share of the other
company's stock, with a single price for both shares combined. The shares can
be delinked by a declaration of each company's board. We currently own 21.0%
of each of M-Net Ltd. and SSIH and we, in turn, are 5.7% owned by SSIH.

GLOSSARY OF TECHNICAL TERMS

ADDRESSABLE: A device is addressable if a signal can be transmitted from the
conditional access system to the device instructing it to carry out or cease
to carry out a particular function, for instance, descrambling a signal.

ANALOG:  Information  is  transmitted  by  varying  the  phase,  amplitude  or
frequency  of a  radio  carrier  wave  with  the  information  that  is  being
transmitted.

BANDWIDTH: The radio frequency spectrum, whether the transmission medium is
physical wire or thin air, can be divided up into any number of "channels".
Each channel takes up a certain amount of space on the frequency spectrum. The
amount of spectrum occupied by the channel is its bandwidth and is usually
measured in kilohertz (kHz) and megahertz (MHz). A broader bandwidth can carry
more information.

BOUQUET: The channels offered by a pay-television provider on a given platform.

BROADBAND:  High-capacity  transmission  capability  usually  associated  with
fiber-optic  cable.  Generally used when  discussing  video or TV transmission
systems.

C-BAND: A frequency range of the electromagnetic spectrum used heavily for
satellite transmission, having an uplink frequency at 6 GHz and a downlink
frequency at 4 GHz.

CA MODULE:  Conditional  access module.  Forms part of the conditional  access
system.

CATV: Cable television.

CO-AXIAL CABLE: A cable consisting of an insulated center conductor and a
concentric outer conductor. Co-axial cable is used primarily for wideband,
video, or radio-frequency applications.

COMPRESSION:  Technology  that  reduces  or  lowers  the  band  width or space
required for transmission or storage of a data set.

CONDITIONAL ACCESS SYSTEM OR CAS: The technology that provides for selective
access to specific services including subscription television services.

DECODER: The term given to the device in a signal receiver that receives the
scrambled signal and converts it into a quality audio or visual signal for
listening or viewing.

DEDICATED LINE: A transmission circuit that is available at all times
installed between two sites of a private network.

DIGITAL: A method of storing, processing, or transmitting information in terms
of binary digits.

DIGITAL COMPRESSION: The process of reducing the number of bits required to
store or transmit information in digital form.

DISH: A dish collects signals downlinked from a satellite or concentrates them
for uplinking to the satellite.

DOWNLINK:  The signal that travels from the satellite down to the receivers on
earth.

DSTV: Digital satellite television

DTH:  Direct-to-Home.  The generic  term used to describe the system of signal
transmission  from an  earth  station


                                      43

<PAGE>

to a satellite and then to home for viewing.

ENCRYPTION:   Transforms  digital  or  analog  data  into  a  format  that  is
unintelligible without the proper decryption key.

FIBER OPTIC CABLE: A transmission medium that uses glass or plastic fibers
rather than copper wire to transport data or voice signals.

FOOTPRINT: The geographic area covered by the beam of a satellite, the outer
edge of which is generally defined as that area where the quality of
communication degrades below an acceptable commercial level.

HEAD-END: The source end of a television broadcast system. Head-ends receive
television signals from a variety of sources including satellite or dedicated
line and transmit them through the cable, satellite or terrestrial
subscription networks.

INTEGRATED RECEIVER/DECODER OR IRD: Digital set-top receiver with a built-in
de-scrambler for decoding pay-television services.

ISP:  Internet  Service  Provider.   A  business  that  allows  companies  and
individuals  to connect to the  Internet by  providing  the  interface  to the
Internet backbone.

KU-BAND: A frequency range used for satellite downlink transmissions that
falls within the 12 to 14 GHz range of the electromagnetic spectrum, allowing
use of 27 inch (or 90 cm) or smaller ground dishes.

LMDS: Local, Multipoint Distribution Service. LMDS uses low-power transmitters
to broadcast programming to receiving equipment in homes and businesses.

MMDS OR A MULTICHANNEL, MULTI-POINT DISTRIBUTION SERVICE: Also known as
"wireless cable", MMDS uses high-power transmitters to broadcast programming
to receiving equipment in homes and businesses.

MPEG II: A set of standards  developed by the Moving  Pictures  Experts  Group
that details guidelines for access rates, compression and conditional access.

M-WEB NETWORK: Internet properties, both owned and not owned by M-Web, to
which M-Web provides advertising services.

NEAR VIDEO-ON-DEMAND (VOD): A service on a switched network that allows users
to select individual programs electronically and watch them instantaneously.

NET CHURN: The percentage of subscribers over a given period who terminate
their subscription, net of former subscribers who reconnect during that
period.

OSP: Online Service Provider. A business that allows companies and individuals
to connect to the Internet by providing the interface to the Internet backbone
as well as providing  additional  services on the Internet such as content and
e-commerce type services.

PAGE VIEWS: The number of times a page was downloaded by users, often measured
as a function of time ("page views per day").

PAY-PER-VIEW: A service which may be offered by subscription TV operators
where subscribers elect to view individual scheduled premium programs, such as
select movies and sporting events, for a fee.

PIRACY: Any impersonation,  unauthorized  browsing,  falsification,  breach of
copyright,  theft of data or disruption of service or control information in a
network.

SET-TOP BOX: Device used to receive and decode subscription services including
subscription television services for display on television.

SCRAMBLER:  A device  that  alters a message  at the  transmitter  to make the
message  unintelligible  at  a  receiver  not  equipped  with  an  appropriate
de-scrambling device.

SMART CARD: A credit card-sized device with embedded processors that provides
entitlement functions and stores decryption keys and digital signatures and
that may be inserted in a set-top box.

SUBSCRIBERS:  Viewers who pay a fee for any programming package offered by the
Company.


                                      44

<PAGE>

TRANSPONDER:  A microwave repeater on a satellite that can retransmit a signal
or set of signals.

ULTRA-HIGH FREQUENCY (UHF): Frequencies from 300 MHz to 3000 MHz.

UNIQUE VISITORS: The number of unique individuals who visit an Internet web
site within a specified period of time.

UPLINK: The signal that travels from the earth transmitting  station up to the
receiving station, such as a satellite.

VERY-HIGH FREQUENCY (VHF): Frequencies from 30 MHz to 300 MHz.

VOIP: Voice over Internet Protocol

WIRELESS CABLE: Refers to the use of MMDS or LMDS systems for transmission of
subscription TV services.

4.D. PROPERTY, PLANTS AND EQUIPMENT

          We have major corporate offices in Hoofddorp (The Netherlands),
Johannesburg (South Africa) , Athens (Greece)and Mountain View (United
States). The following table summarizes certain information regarding our
principal facilities as of March 31, 2001:

DESCRIPTION/USE             Location                   SIZE           OWNED OR
---------------                                                        LEASED
                         -------------------       -----------        --------

General office           Hoofddorp, the            6,772 m sqr         leased
                          Netherlands

Technology office        Mountain View, CA,        3,626 m sqr         leased
                              USA

Technology office        San Diego, CA, USA        1,750 m sqr         leased
Subscription television
office                   Johannesburg, South      20,400 m sqr*        leased
                              Africa

Subscription television
office                   Athens, Greece           12,000 m sqr         leased
     * multiple locations

ENVIRONMENTAL MATTERS

          Environmental laws vary significantly among the countries in which
we operate. Under certain environmental laws, a current or previous owner of
real property, and parties that generate or transport hazardous substances
that are disposed of on real property, may be liable for the costs of
investigating and remediating such substances on or under the property.
Environmental laws also may impose restrictions on the manner in which
property may be used or businesses may be operated, and these restrictions may
require expenditures for compliance. In connection with the ownership or
operation of our facilities, we could be liable for such costs in the future.

          We are not aware of any material environmental claims pending or
threatened against us, and we do not believe we are subject to any material
environmental remediation obligations. However, we cannot assure you that a
material environmental claim or compliance obligation will not arise in the
future.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS


          The following discussion and analysis of financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and related notes included elsewhere in this annual
report.

                                      45

<PAGE>

PRESENTATION OF FINANCIAL INFORMATION

          MIH Limited is a holding company that operates in the subscriber
platforms and related software solutions industries through its interests in
subsidiaries, joint ventures and associates.

          The Consolidated Financial Statements have been prepared in
accordance with IAS, which differs in certain significant respects from US
GAAP. See Note 38 to the consolidated financial statements included elsewhere
in this annual report for US GAAP reconciliation and a description of the
principal differences between IAS and US GAAP as they relate to the Company.

5. A. OPERATING RESULTS


OVERVIEW OF OPERATIONS

          We are a multinational provider of pay-television and Internet
services as reflected in the subscriber platform business and the technology
employed in the provision of such services as reflected in our software
solutions business. As of March 31, 2001, we provided television-platform and
related services to over 2.0 million households and operated our businesses in
over 50 countries around the world.

          Our current holdings consist of:

     Subscriber Platforms:

          o    Television platform operations in Africa, the Mediterranean and
               Asia;

          o    Internet operations in Africa and Asia;

          o    an equity interest of 31.1% in UBC;

          o    An equity interest of 21.0% in M-Net Ltd. and SSIH; and

          o    Equity interest of 22.3% in M-Web Limited


     Software Solutions:

          o    Pay-media and iTV technology businesses based in the
               Netherlands and the United States that collectively compose our
               Mindport division.

          In Africa, MultiChoice Africa provides a range of subscriber
management services to analog and digital pay-television platforms in over 40
countries on the African continent and adjacent islands, principally in South
Africa.

          MultiChoice Africa also has direct investments with fully-staffed
offices for pay-television services in Lesotho, Namibia, Botswana, Zambia,
Nigeria, Ghana, Uganda, Kenya and Tanzania.

          In the Mediterranean, NetMed operates analog and digital platforms
in Greece and an analog platform in Cyprus. In Asia, we own 31.1% of UBC, the
only major pay-television provider in Thailand. In the Middle East, we perform
subscriber management operations for the two digital platforms in the Middle
East and, through MultiChoice Egypt, service the Egyptian subscriber base for
both digital and analog platforms.

          Our Mindport technology division designs, develops and markets
pay-television and Internet subscriber management systems, conditional access
systems and other pay-media technologies. Mindport Holdings Limited also holds
a 41.6% interest (voting interest of 68.2%) in the outstanding shares of
OpenTV (57.4% as of March 31, 2000), which develops and provides operating
systems for iTV, and a 100% interest in TV/Com International Inc., which owns
certain conditional access intellectual property rights. In addition, Mindport
engages in set-top box design and specification and consulting and systems
integration services.

          Our operating results are affected by a number of items, including
the number of households subscribing to our television-platform and Internet
access services, the average revenue per subscriber, churn rates, seasonality
and foreign exchange rates. Foreign exchange rates can have a significant
effect on our reported earnings as we generate revenues predominantly in the
local currencies of the countries in which we operate, whereas a substantial
portion of our expenses is incurred in U.S. dollars.

          REVENUES. Revenues comprise of subscription revenue, hardware and
software sales, technology revenue and other revenues. Our primary source of
revenue is subscriber revenues. Hardware and software sales pertain to revenue
generated from the sale, rental and maintenance of decoders, the term given to
the device in a signal receiver that receives the scrambled signal and
converts it into a quality audio or visual signal for listening or viewing,
and other income, including e-commerce. Technology revenues include revenue
generated from subscriber management services, conditional access systems, iTV
operating software, content management systems, set-top box design and
specifications, broadband internet systems and systems integration and

                                      46

<PAGE>

consulting services. Other revenues include mostly advertising and sale of
rights.

          COSTS OF PROVIDING SERVICES. These include programming, content,
subscriber management, decoder purchase, transmission and development costs.
Programming costs include the cost for third-party programs and the production
cost of programs produced by us, as well as the amortization of programming
rights for sporting events and films. Content costs include the cost of
acquiring content from third-party content providers for our Internet
services. Subscriber management costs include the direct costs of service and
maintenance of equipment installed at subscribers' homes and the cost of
customer service. Decoder purchase costs include the purchase of decoders by
us for use, lease or resale. Transmission costs consist of transmission and
uplinking and backhauling charges paid by us to various satellite vendors
under operating lease agreements. Development costs include the costs of
research necessary to enhance our existing technology products and develop new
technologies.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These costs include
overhead costs from the various departments such as marketing, public
relations, subscriber sales, warehousing, information systems, finance and
accounting, accounts receivable/payable and the human resources department.

          DEPRECIATION AND AMORTIZATION. These costs include charges relating
to the amortization of intangible assets arising from acquisitions and the
depreciation of our tangible fixed assets, including transponders, decoders
and assets under capital lease.

RECENT DEVELOPMENTS

         Significant Acquisitions and Divestitures. Refer to Note 3 of the
consolidated financial statements and related notes included elsewhere in this
annual report.

RESULTS OF OPERATIONS

         Our results of operations are summarized in the following tables:

<TABLE>
<CAPTION>
                                                                              CONSOLIDATED
                                                                          YEAR ENDED MARCH 31,
                                                             -----------------------------------------------
                                                                   2001             2000             1999
                                                                        (U.S. DOLLARS IN MILLIONS)
                                                             -----------------------------------------------
<S>                                                            <C>                <C>               <C>

 Subscription revenues                                         $    513.6         $  508.9          $ 442.7
 Hardware and software sales                                         73.9             81.1             72.0
 Technology                                                         150.3            102.4             63.9
 Other revenue                                                       35.7             31.0             29.3
                                                               ----------         --------          -------
          Net revenues                                              773.5            723.4            607.9
 Cost of providing services                                        (428.9)          (435.6)          (390.5)
 Selling, general and administrative expenses                      (390.1)          (284.0)          (203.8)
 Depreciation and amortization                                     (202.8)           (74.0)           (51.4)
                                                               ----------         --------          -------

          Total operating expenses                               (1,021.8)          (793.6)          (645.7)
          Operating loss                                           (248.3)           (70.2)           (37.8)
 Financial results, net                                              (8.3)           (15.9)            (9.1)
 Loss on marketable securities                                      (42.9)               -                -
 Equity results in joint ventures                                   (74.0)           (39.5)           (41.2)
 Equity results in associates                                        (1.7)            (2.1)            (2.1)
 Profit on sale/dilution of subsidiaries, joint ventures
 and associates                                                     429.2            114.2             31.1
                                                               ----------         --------          -------

          Profit/(loss) before tax                                   54.0            (13.5)           (59.1)
 Income taxation                                                     (6.7)            (0.6)            (0.3)
                                                               ----------         --------          -------

          Profit/(loss) after tax                                    47.3            (14.1)           (59.4)
 Minority interest                                                  104.9              5.0              0.4
                                                               ----------         --------          -------

          Profit/(loss) from continuing operations                  152.2             (9.1)           (59.0)
          Loss from discontinued operations                             -             (7.9)            (9.8)
                                                               ----------         --------         --------
          Profit/(loss) for the year                           $    152.2         $  (17.0)        $  (68.8)
                                                               ==========         ========         ========
</TABLE>

                                      47

<PAGE>


YEAR ENDED MARCH 31, 2001 COMPARED TO THE YEAR ENDED MARCH 31, 2000


Revenues

          Subscription revenues increased $4.7 million, or 0.9%, to $513.6
million during the year ended March 31, 2001 from $508.9 million in the same
period in 2000, mainly as a result of an increase in the number of subscribers
in MIH Limited's consolidated subsidiaries, as reflected in the table below:

                                              NUMBER OF
                                            SUBSCRIBERS(1)
                                               MARCH 31,
                                             2001     2000
                                             ----     ----
                                               (THOUSAND)

Digital....................................   768       567

Analog.....................................   956     1,071
                                          -----------------
Total...................................... 1,724     1,638
                                          =================

(1) Excludes non-consolidated joint ventures and associates


          The reduction from analogue subscribers resulted primarily from our
campaign to convert analog customers to digital service, a trend that we
expect to continue. We estimate that in South Africa 65% of analog subscribers
that discontinue service do so as a result of conversion to digital service.
Our total subscribers in Greece and Cyprus, where we now provide both analog
and digital services, increased by 35,178 or 10.1% to 385,250 during the year
ended March 31, 2001 from 350,072 in the same period in 2000. Since the launch
of the digital services, the digital subscribers base increased to 69,271
subscribers.

          Average revenue per subscriber per month remained at the same levels
of $26.36 and $26.34 for March 31, 2001 and March 31, 2000 respectively. The
increase as a result of the shift in subscribers in Africa from analog service
to the higher-priced digital service, increases in monthly subscriber fees in
local currencies (primarily rand and drachma) by approximately 11.9% and 11.1%
for the analog and digital service, respectively, are largely offset by the
effects of a devaluation of the rand (12.1%) and the drachma (7.28%) against
the U.S. dollar respectively.

          Hardware and software sales decreased $7.2 million, or 8.9%, to
$73.9 million during the year ended March 31, 2001 from $81.1 million in the
same period in 2000. Hardware and software sales are primarily generated in
the Africa and Mediterranean region. Hardware and software sales in the Africa
region decreased $15.4 million, or 23.1%, to $51.3 million during the year
ended March 31, 2001 from $66.7 million in the same period in 2000. Voucher
sales were included in sales in the previous year for the Africa region and
were replaced by decoder subsidies for the current year, therefore resulting
in a lower selling price. Hardware and software sales in the Mediterranean
region increased $7.9 million, or 56.8%, to $21.8 million during the year
ended March 31, 2001 from $13.9 million in the same period in 2000. The
increase in this region is as a result of the growth in digital subscribers
from 18,462 subscribers to 69,271 for the year ended March 31, 2001. During
the fiscal year ended March 31, 2001 the retail price of decoders also
decreased consistently with the reduction in manufacturing cost of decoders.
We passed on the savings in the price we pay for decoders to our customers.
This trend is partly offset by a shift of subscribers from analog to digital
decoders, which are more expensive.

          Technology revenues increased by $47.9 million, or 46.8%, to $150.3
million during the year ended March 31, 2001 from $102.4 million in the same
period in 2000. OpenTV revenues increased $43.6 million, or 140.6%, to $74.6
million during the year ended March 31, 2001 from $31.0 million in the same
period in 2000. The growth in revenues is as a result of growth in royalty
revenues due to the increase in set-top box deployments; and the increase in
licence and application revenues as a result of the Spyglass Inc. acquisition.
Mindport, including Irdeto Access revenues increased $4.5 million, or 6.3%, to
$76.2 million during the year ended March 31, 2001 from $71.7 million in the
same period in 2000. The increase is mainly as a result of the increase in
revenues generated by the conditional access business due to higher volumes.

          Other revenues increased $4.7 million, or 14.8%, to $35.7 million
during the year ended March 31, 2001 from $31.0 million in the same period in
2000. This increase was mainly attributable to an increase in sale of sports,
program and advertising rights in the Mediterranean region, off-set by a
decrease in advertising as all advertising contracts did not materialize.

Operating Expenses

         Costs of providing services decreased by $6.7 million, or 1.5%, to
$428.9 million during the year ended

                                      48


<PAGE>

March 31, 2001 from $435.6 million in the same period in 2000. This
decrease is mainly attributable to the decline in decoder costs in the
Subscriber Platforms segment (Television - Africa region) as well as the
decline of costs in Mindport from $16.8 million to $11.2 million due to the
change from supplying pre-packaged software applications, to offering
comprehensive and bespoke software solutions. The decrease is off-set by : (i)
an increase of the OpenTV costs from $6.3 million to $19.6 as a results of the
SpyGlass Inc. merger; (ii) an increase in programming costs in the
Mediterranean region due to the increase in digital subscribers (digital
royalties are more expensive that analog royalties).

          Selling, general and administrative ("SG&A") costs increased by
$106.1 million, or 37.4%, to $390.1 million during the year ended March 31,
2001 from $284.0 million in the same period in 2000, primarily as a result of
(i) an increase in Subscriber Platform - Internet from $9.4 million to $42.5
million for the development and expansion of the Internet related businesses
in China, Thailand, Indonesia and Africa ; (ii) an increase in Software
Solutions costs and in particular and an increase in the costs of OpenTV from
$39.7 million to $87.0 million due to the SpyGlass merger and the increase in
staff complement due to the increase levels of activities and an increase in
Mindport costs from $64.6 million to $77.3 million mainly as a result of the
Noochee acquisition and expanding of the broadband strategy in North America;
and (iii) a general increase in activities of the group.

          Depreciation and amortization increased $128.8 million, or 174.1%,
to $202.8 million during the year ended March 31, 2000 from $74.0 million in
the same period in 2000. Depreciation charges increased by $8.0 million or
22.4% to $44.3 million from $36.3 million as a result of the increase of
depreciation in OpenTV from $1.1million to $4.5 million due to the SpyGlass
merger and the increase of depreciation in the Internet related businesses
from $0.3 million to $2.5 million. The increase pertains mostly to the
acquisition of computer related equipment. Amortization charge increased by
$120.8 million or 320.4% to $158.5 million from $37.7 million mainly due to
the additional goodwill arising in the Software Solutions segment. The two
most significant increases relate to the goodwill from the SpyGlass merger in
OpenTV and the acquisition of Noochee Inc. by Mindport. The amortization
charge increased by $113.9 million and $2.8 million for OpenTV and Mindport
respectively. The remainder of the increase pertains to goodwill arising on
the acquisition of certain Internet businesses.

Operating Loss

          Operating loss increased by $178.1 million, or 253.7%, to $248.3
million during the year ended March 31, 2001 from $70.2 million for the same
period in 2000 as a result of the combined effect of the foregoing factors.
The most significant item impacting the operating loss is the increase
amortization charge, which increased by $120.8 million or 320.4% to $158.5
million from $37.7 million mainly due to the additional goodwill arising in
the Software Solutions segment.

Financial Results, Net

          The net financial loss decreased by $7.6 million, or 47.8%, to $8.3
million during the year ended March 31, 2001 from $15.9 million in the
corresponding period of 2000. The decrease can be mainly attributed to the
additional interest earned by OpenTV, on the proceeds received from its
initial public offering, which was consummated in November of 1999. The other
changes as compared to the previous year are primarily as a result of the
impact of capitalization of the financial leases in the Subscriber Platform
segment, coupled with the devaluation of local currencies to the U.S. dollar.
The increase is off-set by additional interest received on the proceeds from
the follow-on public offering by MIH Limited.

Loss on Marketable Securities

          The Company's portfolio of equity securities included a minority
equity investment in a United Kingdom company, which is traded on the London
and EASDAQ stock exchanges. In connection with this investment the Software
Solutions segment recognized a loss of $27.9 million of which $19.1 million is
unrealized. In addition, certain private equities were written down by $15
million to their net realizable values.

Equity Results in Joint Ventures

          Our equity results in joint ventures increased by $34.5 million to a
loss of $74.0 million during the year ended March 31, 2001 from an equity loss
of $39.5 million in the corresponding period of 2000. The increase related
mainly to the increase of effective holding in M-Web Holdings from 15.8% to
22.3% and the resulting increase in losses and the equity losses arising from
the 40% holding in SOE International SA (SOE) which increased from $7.2
million to $28.3 million (Including $12.0 million impairment of goodwill
relating to this investment). During the year, additional impairment charges
of $4.7 million were recorded due to the permanent impairment of the value of
the investment in M-Web Holdings.

                                      49


<PAGE>

Equity Results in Associated Companies

          Equity results in associates improved marginally from $2.1 million
to $1.7 million. Equity results in associates for the year ended March 31,
2001 is net of a goodwill allocation of $3.8 million in fiscal 2001,
attributable to our 21.0% interest in M-Net Ltd and SSIH. We account for our
investment in M-Net Ltd and SSIH using the equity method of accounting because
of the significant influence we exercise over M-Net Ltd and SSIH as a result
of common ownership, our management and directors' representation on the Board
of Directors of M-Net Ltd and SSIH and the fact that substantially all of
M-Net Ltd and SSIH's revenues are derived from us.

Profit on Sale/Dilution of Subsidiaries, Joint Ventures and Associates

          The profit on sale/dilution of subsidiaries, joint ventures and
associates resulted from the merger arrangement with SpyGlass Inc. and a share
swap arrangement resulting in a dilution profit of $383.4 million and $16.7
million respectively, dilution profit of $23.8 million due the introduction of
minority shareholders in the Mediterranean operations(effective November 2000
the company diluted its interest in Netmed from 100% to 88.81 % through the
issue of shares for $25 million in cash) and $4.2 million resulting from the
initial public offering of MultiChoice Cyprus Limited ("MCC") on the Cypriot
Stock Exchange in July 2000.

Tax

          Income tax increased to $6.7 million during the year (after taking
into account a deferred tax credit of $7.4 million arising from the SpyGlass
Inc. merger) ended March 31, 2001 from $0.6 million in the corresponding
period of 2000. The increase relates to additional tax provision for certain
taxable Africa entities of $3.9 million, additional assessment of taxes in the
Mediterranean region of $1.4 million, and tax provisions for Irdeto Access and
certain corporate entities of $3.5 million and $3.3 million respectively.

Minority Interest

          Minority interest increased by $99.9 million, to $104.9 million
during the year ended March 31, 2001 from $5.0 million in the corresponding
period of 2000. The minority interest primarily relates to the Software
Solutions segment and in particular to Mindport of $4 million and OpenTV of
$99.5 million.

Net Loss

          As a result of the foregoing factors we realized a profit of $152.2
million during the year ended March 31, 2001 compared to a loss of $17.0
million for the comparable period in 2000.

YEAR ENDED MARCH 31, 2000 COMPARED TO THE YEAR ENDED MARCH 31, 1999


Revenues

          Subscription revenues increased $66.2 million, or 15.0%, to $508.9
million during the year ended March 31, 2000 from $442.7 million in the same
period in 1999, mainly as a result of an increase in the number of subscribers
in MIH Limited's consolidated subsidiaries, as reflected in the table below:

                                              NUMBER OF
                                            SUBSCRIBERS(1)
                                               MARCH 31,
                                            2000     1999
                                            ----     ----
                                              (THOUSAND)
Digital...................................  567       372

Analog....................................1,071     1,222
                                          ---------------
Total.....................................1,638     1,594
                                          ===============

(1) Excludes non-consolidated joint ventures and associates.


          Total subscribers increased by 44,100 or 2.8%, from 1,593,845 at
March 31, 1999 to 1,637,945 at March 31, 2000. In Africa, the number of
digital subscribers increased by 158,648 and the number of analog subscribers
decreased by 129,948. The reduction in African analog subscribers resulted
primarily from our campaign to convert analog customers to digital service, a
trend that we expect to continue. We estimate that

                                      50

<PAGE>

in South Africa 60% of analog subscribers that discontinue service do so as a
result of conversion to digital service. Our total subscribers in Greece and
Cyprus, where we now provide both analog and digital services, remained at the
same levels. The subscriber numbers were 350,498 and 350,072 for 1999 and 2000
respectively. Since the launch of the digital services, the digital
subscribers base increased to 18,462 subscribers.

          Average revenue per subscriber per month increased by $2.23, or
9.2%, to $26.34 for the year ended March 31, 2000 from $24.11 for the year
ended March 31, 1999. The increase was attributable to the shift in
subscribers in Africa from analog service to the higher-priced digital
service, increases in monthly subscriber fees in local currencies (primarily
rand and drachma) by approximately 5.9% and 12.4% for the analog and digital
service, respectively, offset by the effects of a devaluation of the rand
(5.9%) and the drachma (7.9%) against the U.S. dollar respectively.

          Hardware and software sales increased $9.1 million, or 12.6%, to
$81.1 million during the year ended March 31, 2000 from $72.0 million in the
same period in 1999. Hardware and software sales are primarily generated in
the Africa and Mediterranean regions. During the fiscal year ended March 31,
2000 the retail price of decoders decreased consistently with the reduction in
manufacturing cost of decoders. We passed on the savings in the price we pay
for decoders to our customers. We also subsidized the selling prices of
digital decoders in Africa and analog decoders in Greece and Cyprus to
increase our subscriber base. The revenue per decoder has therefore decreased,
resulting in a slower rate of growth in decoder revenues relative to the
growth in the number of subscribers. This trend is partly offset by a shift of
subscribers from analog to digital decoders, which are more expensive.

          Technology revenues increased $38.5 million, or 60.3%, to $102.4
million during the year ended March 31, 2000 from $63.9 million in the same
period in 1999. The increase relates directly to the consolidation of OpenTV
for twelve months of $31.0 million compared with the equity accounting of
results for the previous year. OpenTV became a subsidiary on March 31, 1999.

          Other revenues increased $1.9 million, or 6.5%, to $31.1 million
during the year ended March 31, 2000 from $29.2 million in the same period in
1999. This increase was mainly attributable to an increase in sale of sports,
program and advertising rights in Greece, off-set by a decrease in advertising
as all advertising contracts did not materialize.

Operating Expenses

          Costs of providing services increased by $45.1 million, or 11.5%, to
$435.6 million during the year ended March 31, 2000 from $390.5 million in the
same period in 1999. This increase is primarily attributable to: (i) the
inclusion of costs associated with OpenTV for twelve months of $6.3 million
compared with equity accounting in the prior year; (ii) increased charges for
additional satellite capacity; (iii) increase in the amortization of sports
and programming rights; (iv) net increased programming costs associated with
the increased number of digital subscribers; (v) increase in the cost of
decoders, sports, program and advertising rights sold. The Company expects the
amortization of sports programming to increase in the future as a result of
the amortization of Greek basketball programming rights acquired.

          Selling, general and administrative ("SG&A") costs increased by
$80.2 million, or 39.4%, to $284.0 million during the year ended March 31,
2000 from $203.8 million in the same period in 1999, primarily as a result
of(i) consolidation of the SG&A of OpenTV for twelve months into the Software
Solutions segment compared to equity accounting of the prior period; (ii) an
increase in staff and communication costs primarily due to the expansion of
call centers required to match the increased number and length of calls
arising from the growth in the digital subscriber base and the roll-out of the
Internet business; (iii) an expanded advertising campaign and, (iv) additional
costs associated with the group corporate functions.

          Depreciation and amortization increased $22.6 million, or 44.0%, to
$74.0 million during the year ended March 31, 2000 from $51.4 million in the
same period in 1999. Depreciation charges increased by $13.9 or 60.7% to $36.8
million from $22.9 million as a result of the new transponder leases of $8.3
million as well as the increase in depreciation charges arising from the net
increase in fixed assets. Amortization charge increased by $9.2 million or
32.3% to $37.7 from $28.5 million mainly due to the consolidation of OpenTV in
the Software Solutions segment and the additional investments in the Internet
in Subscriptions Platforms.

Operating Loss

          Operating loss increased by $32.4 million, or 85.7%, to $70.2
million during the year ended March 31, 2000 from $37.8 million for the same
period in 1999 as a result of the combined effect of the foregoing factors.

                                      51


<PAGE>

Financial Results, Net

          The net financial loss increased by $6.8 million, or 74.7%, to $15.9
million during the year ended March 31, 2000 from $9.1 million in the
corresponding period of 1999. The increase is attributable to a reduction in
dividend income of $0.6 million to $1.9 million during the year ended March
31, 2000 from $2.6 million in the same period in 1999 an increase in interest
expense of $5.4 million to $26.8 million during the year ended March 31, 2000
from $21.4 million in the same period in 1999 which was partly offset by an
increase in interest income of $3.4 million to $13.7 million during the year
ended March 31, 2000 from $10.3 million in the same period in 1999 and an
increase in exchange losses of $4.l million to $4.7 million during the year
ended March 31, 2000 from $0.6 million in the same period in 1999. The changes
as compared to the previous year are primarily as a result of the impact of
capitalization of the financial leases, coupled with the devaluation of local
currencies to the U.S. dollar. The increase is off-set by additional interest
received as a result from the proceeds from the initial public offering by MIH
Limited.

Equity Results In Joint Ventures

          Our equity results in joint ventures decreased by $1.7 million to a
loss of $39.5 million during the year ended March 31, 2000 from an equity loss
of $41.2 million in the corresponding period of 1999. The decrease in the
losses pertains mainly to the consolidation of OpenTV in the current year,
which was equity accounted for in the previous year. The equity losses in the
previous year relating to OpenTV were $6.6 million. The decrease was off-set
by the equity results relating to the acquisition of 15.8% in M-Web Holdings
and 40% acquired in SOE International SA (SOE) of $13.3 million and a decrease
in the equity accounted losses of UBC of $6.1 million. These results are
inclusive of $18.5 million amortization of goodwill.

Equity Results in Associated Companies

          Equity results in associates remained at $2.2 million loss during
the year ended March 31, 2000. Equity results in associates for the year ended
March 31, 2000 is net of a goodwill allocation of $4.1 million in fiscal 2000,
attributable to our 21.0% interest in M-Net Ltd and SSIH. We account for our
investment in M-Net Ltd and SSIH using the equity method of accounting because
of the significant influence we exercise over M-Net Ltd as a result of common
ownership, our management and directors' representation on the Board of
Directors of M-Net Ltd and SSIH and the fact that substantially all of M-Net
Ltd and SSIH's revenues are derived from us.

Profit on Sale/Dilution of Subsidiaries, Joint Ventures and Associates

          The profit on sale/dilution of subsidiaries, joint ventures and
associates resulted from a disposal of 20% interest in, and loans to Orbicom
to MIH Holdings. The consideration received by us, after allocating $6 million
to settle the loan claims, gave rise to a profit on sale of associate of $15.2
million. Additionally, the dilution on our interest in OpenTV from 80.1% to
57.5% gave rise to a dilution gain of $98.6 million in the Software Solutions
segment.

Taxation Expense

          Taxation expense increased to $0.6 million during the year ended
March 31, 2000 from $0.3 million in the corresponding period of 1999. No
significant amount of taxes are payable by us, due to losses incurred in the
various companies to date.

Minority Interest

Minority interest increased by $4.6 million, to $5.0 million during the year
ended March 31, 2000 from $0.4 million in the corresponding period of 1999.
The minority interest primarily relates to Mindport of $3.2 million and OpenTV
of $2.2 million. Through March 31, 2000, we have recorded losses of $11.8
million attributable to minority interest.

Loss from Discontinued Operations

          We discontinued our operations of International Gaming Networks
(IGN), the gaming entity of MultiChoice Africa, with effect from September 6,
1999, the business of which was spread and sports betting. The loss arising on
discontinued operations of $4.1 million in the Subscriber Platforms segment
relates to staff retrenchments, lease cancellation costs and asset
impairments.

Net Loss

          As a result of the foregoing factors we realized a net loss of $17.0
million during the year ended March 31, 2000 compared to a net loss of $68.8
million for the comparable period in 1999.

RESULTS OF SEGMENT OPERATION

          The following is a discussion on the results by segment as defined
and set out in note 30 to the consolidated financial statements included
elsewhere in this annual report. The analysis is based on our primary
reporting format under IAS. Revenues by segment includes inter-segmental
transactions as discussed in the aforementioned financial statements.

YEAR ENDED MARCH 31, 2001 COMPARED TO THE YEAR ENDED MARCH 31, 2000 PER
BUSINESS SEGMENT

                                      52

<PAGE>

Subscriber Platforms:

          Revenues for the Television segment decreased by $8.6 million or
1.4% to $623.4 million from $632.0 million in the corresponding year. The
decrease was due mainly to lower hardware sales as discussed above and
devaluation of the rand (12.1%) and the drachma (7.28%) against the U.S.
dollar respectively.

          Operating loss for the Television segment decreased by $4.5m from a
loss of $8.2 million in 2000 to a loss of $3.7 million in 2001. The decrease
in operating loss was mainly attributable to a decrease in depreciation costs
from $57 million in 2000 to $55 million in 2001, coupled with improved
operating results.

          Revenues for the Internet segment increased by $8.2 million to $8.6
million from $0.4 million in the corresponding year. The increase is largely
attributable to the growth in our respective Internet businesses in Thailand,
Indonesia, China and Africa.

          Operating loss for Internet segment increased by $41.9 million to
$52.4 million from $10.5 million in the corresponding year. The increase
pertains to the development and expansion of the Internet related businesses
in China, Thailand, Indonesia and Africa. All these businesses are currently
in development stage.

Software solutions:

          Revenues for the Mindport segment increased by $4.5 million to $76.2
million from $71.7 million in the corresponding year. The increase is mainly
as a result of the revenues generated by the conditional access business due
to higher volumes.

          Operating loss for Mindport segment increased by $6.3 million to
$21.0 million from $14.7 million in the comparative period. The increase in
operating loss relates mostly to additional development costs incurred.

          Revenues for the OpenTV segment increased by $43.6 million to $74.6
million from $31.0 million. The growth in revenues is as a result of growth in
royalty revenues due to the increase in set-top box deployments; and the
increase in licence and application revenues as a result of the SpyGlass Inc.
acquisition.

          Operating loss for OpenTV segment increased by $134.4 million to
$159.7 million from $25.3 million in the comparative period. The increase
relates mainly to the increase of depreciation and amortization charge as a
result of the SpyGlass Inc. merger. In addition, the staff cost increased do
to the increase in the level of activities.

YEAR ENDED MARCH 31, 2000 COMPARED TO THE YEAR ENDED MARCH 31, 1999 PER
SEGMENT

Subscriber Platforms:

          Revenues for the Television segment increased by $87.5 million to
$632.0 million from $544.5 million in the comparative period. The increase
relates mostly to the growth in subscriber numbers of 44,100. In addition, the
average revenue per subscriber increased by 9.2%. These increases were offset
by the devaluation of the rand (5.9%) and the drachma (7.9%) against the U.S.
dollar respectively.

          Operating loss for the Television segment decreased by $12.7 million
to $8.2 million from $20.9 million in the comparative period. The decrease
relates mainly to the higher margins generated on digital subscribers compared
to analogue subscribers. The decrease is offset as a result of the new
transponder lease of $8.3 million as well as the increase in depreciation
charges arising from the net increase in property, plant and equipment.

          The Internet segment only assumed operations in fiscal March 2000.

Software solutions:

          Revenues for the Mindport segment decreased by $1.6 million to $71.7
million from $73.3 million in the comparative period. The decrease relates
mainly to the repositioning of the Mindport IBS business from supplying
pre-packaged software applications, to offering comprehensive and bespoke
software solutions.

          Operating loss for the Mindport segment increased by $9.8 million to
$14.7 million from $4.9 million in the comparative period. The increase in
operating loss relates mostly to additional development costs incurred.

          The revenues from OpenTV were consolidated for the first time during
fiscal March 2000 as OpenTV became a subsidiary on March 31, 1999.

                                      53

<PAGE>

5. B. LIQUIDITY AND CAPITAL RESOURCES


          Our business and growth strategy has required and will continue to
require substantial capital for acquisitions, expansion of services, the
financing of operating losses and working capital in the subscription
platforms and software solutions segments.

          During the year ended March 31, 1997, we had no significant cash
flows as our activities consisted almost entirely of our investment in
NetHold. During the period from April 1997 through October 1997, we sold our
shares in Canal+, which we had obtained in connection with the Canal+
Transaction, for net proceeds of $261.5 million and invested a portion of the
proceeds in our pay-television and technology businesses.

          The Acquired MIH Businesses have historically obtained cash flow
from operations, capital infusions by equity holders, proceeds from the sale
of investments and seller financings.

          Our ability to receive cash distributions may be restricted by
certain exchange control regulations. See "3.D. Risk Factors--South African
exchange control regulations significantly restrict our ability to receive
cash distributions from our South African subsidiaries."

          In April 1999, we completed an initial public offering of 10,435,000
of our Class A Ordinary Shares, including shares issued pursuant to the
exercise of over-allotment options, for net proceeds of approximately $171.6
million. The proceeds of the offering were partially used to repay $56 million
of debt.

          In November 1999, OpenTV was listed on the Nasdaq and Euronext
Amsterdam stock exchanges through an initial public offering of 8.6 million
shares, raising $172.5 million, before expenses.

          In April 2000, we completed a follow-on offering of 4,511,000 of our
Class A Ordinary Shares, including shares issued pursuant to the exercise of
over-allotment options, for net proceeds of approximately $180.4 million.

          On July 24, 2000 we announced that OpenTV has completed its
acquisition of SpyGlass, Inc. The combined company will continue to trade
under the symbol "OPTV". Under the terms of the merger agreement between
OpenTV and SpyGlass, the stockholders of SpyGlass, Inc. received 0.7236 of
an OpenTV Corp. Class A Ordinary Share for each share of SpyGlass, Inc. common
stock. The merger combines two market leaders into a premiere iTV solutions
company. As an integrated entity, OpenTV will provide cutting-edge
technologies and comprehensive services offering compelling, state-of-the-art
digital interactive solutions running on multiple platforms for cable and
satellite television operators, broadcasters, and manufacturers around the
world.

          On July 26, 2000 we announced the listing of our subsidiary company,
MultiChoice Cyprus Limited on the Cyprus Stock Exchange ("CSE"). The stock
commenced trading on July 21, 2000 under the symbol MCC and 29,096,582 shares
were offered to MultiChoice Cyprus' subscriber base, institutional investors
and others, constituting approximately 38.38% of the total shares issued. The
remaining 41,903,418 shares (61.62%) are held by MultiChoice Cyprus Holdings
Limited. The proceeds from the offering were $4.2 million.

          We expect to meet our capital needs for the foreseeable future with
the proceeds of these offerings, cash on hand and other options for generating
cash including a $115 million loan facility with Villiers Securities Limited
and ABSA Bank Limited.

          We intend to make investments in and acquisitions of businesses
operating in the pay-television, Internet services, iTV services and pay-media
technology industries. Our general approach has been to make investments that
are expected to be sufficient to meet cash needs until the operation can,
within a predictable period of time, become self-funding. Our South African
subsidiaries are subject to significant restrictions on the ability to remit
funds outside of South Africa. While such restrictions have been liberalized
in recent years, a South African company's ability to raise and deploy capital
outside of South Africa remains subject to significant restrictions. See "3.D.
Risk Factors--South African exchange control regulations significantly
restrict our ability to receive cash distributions from our South African
subsidiaries". We anticipate funding future acquisitions and investments
through issuances of debt or equity and available cash resources.

          Net cash used in operating activities increased by $95.5 million
from cash generated from operating activities of $24.5 million to cash used of
$71.0 million. The utilisation relates mostly to the cash resources required
by both the Software Solutions segment, as well as the Internet portion of the
Subscriber Platforms segment.

                                      54

<PAGE>

          Net cash used in investing activities changed from cash used of
$218.3 million to cash generated by these activities of $44.6 million. In
fiscal 2000, a significant amount of cash was invested in short-term
marketable debt and equity securities in the Software Solutions segment. In
fiscal 2001, certain of the investments made in the prior fiscal year matured,
as well significant cash resources were acquired with the merger arrangement
in the Software Solutions segment.

          Net cash from financing activities were $184.2 million and $324.1
million for the years ending March 31, 2001 and March 31, 2000, respectively.
The most significant activity for the current year pertains to the follow-on
public offering by MIH Limited on Nasdaq and Euronext Amsterdam stock
exchanges, raising $180.4 million before expenses. In the comparative period,
both MIH Limited and OpenTV Corp raised net proceeds of $187.9 million and
$172.5 million respectively, through separate initial public offerings.

          In terms of a bridging finance arrangement, the Company is obligated
to fund the operations (initial funding from this arrangement only after
March 31, 2001) of M-Web Holdings for up to $12.28 million during fiscal year
2002, bearing interest at the South African prime rate of interest. The loans
to M-Web Holdings are convertible into share capital of M-Web Holdings.

          At March 31, 2001 and March 31, 2000, we had combined cash balances
of $329.7 million and $180.0 million, respectively, and available unused
overdraft borrowing facilities of $59 million and $74.7 million, respectively.

Commitments and Capital Expenditures

          We have finance lease commitments of $39.0 million, $37.1 million,
and $34.4 million in the years ended March 31, 2002, 2003 and 2004,
respectively, for land and buildings, machinery, furniture and equipment, and
transponders and transmitters. We do not expect to incur significant
additional capital expenditures except for the requirements which may
materialize from our investments in Internet operations in China and Thailand.

Program and Film Rights

          Program and film rights remained substantially at the same level of
$70.3 million. Program and film rights are non-interest bearing liabilities
and, at March 31, 2001, amounts due in future fiscal years were $32.9 million
in 2002, $15.2 million in 2003 and $22.2 million thereafter.

Debt

          At March 31, 2001, long-term debt of $249.4 million consisted
primarily of capital lease obligations (mainly for satellite transponders)
($229.3 million) and loans ($20.1 million). Capital lease obligations
increased by $47.7 million during the year. The capital leases bear interest
at rates ranging from 7.5% to 21.5%. The other long-term debt is a $20.1
million liability which was recorded as a result of the transfer of 28 million
M-Net/SSIH shares. Long-term debt at March 31, 2000 of $202.1 million
consisted primarily of capital lease obligations ($181.6 million) and loans
($20.6 million).

Comparatives

          Where necessary comparative figures have been adjusted to conform
with changes in presentation in the current year. In particular, the
comparative Consolidated Balance Sheet amounts have been changed to exclude
long-term sports rights, for which the price changes depending on the league
in which a sports team plays. Previously the estimated costs of these contract
rights were capitalized. The cost was estimated based on the amount payable
under the contract if the sports team remained in the same league for the
duration of the contract. The asset and liability were adjusted if the team
was promoted or relegated to a different league. Since the amount payable
under the contract changes according to the league in which the sports team
plays, the cost of these sports rights cannot be measured reliably at the
inception of the contract as required to capitalize an intangible asset under
IAS 38 "Intangible Assets". The Company therefore changed its method of
accounting for these variable sports rights to report an expense upon showing
or an asset and liability when the cost of each event is reliably
determinable.

This change did not have an effect on net income or shareholders' equity of
the Company. Total assets and liabilities as of March 31, 2000 relating to
program and film rights each decreased by $80.3 million, comprising a decrease
in current assets of $1.8 million and non-current assets of $78.5million, and
current liabilities by $3.2 million and non-current liabilities of $77.2
million.

                                      55

<PAGE>

US GAAP RECONCILIATION

          Refer to note 38 of the consolidated financial statements and
related notes included elsewhere in this annual report.

ACCOUNTING STANDARDS

Recently Issued.

          In July 2001 the FASB issued Statements of Financial Accounting
Standards No. 141 (FAS 141), Business Combinations, and No. 142 (FAS 142),
Goodwill and Other Intangible Assets. FAS 141 supercedes Accounting Principles
Board Opinion No. 16 (APB 16), Business Combinations and FAS 142 supercedes
APB 17, Intangible Assets. The most significant changes made by FAS 141 are:
(1) requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized). The most
significant changes made by FAS 142 are: (1) goodwill and indefinite lived
intangible assets will no longer be amortized, (2) goodwill will be tested for
impairment at least annually at the reporting unit level, (3) intangible
assets deemed to have an indefinite life will be tested for impairment at
least annually, and (4) the amortization period of intangible assets with
finite lives will no longer be limited to forty years. In addition, FAS 142
contains certain transitional provisions which may effect the classification
of intangible assets as well as the balance of goodwill. The provisions for
FAS 141 are effective for acquisitions consummated after June 30, 2001. The
provisions of FAS 142 are effective for fiscal years beginning after December
15, 2001 (fiscal year 2003 for the Company). Management is currently assessing
the impact of the adoption of these new pronouncements.

          FAS 143, "Accounting for Obligations Associated with the Retirement
of Long-Lived Assets", was issued in July 2001. This standard will be effective
for the Company's fiscal year ending March 31, 2004, however, early adoption
is permitted. The standard provides the accounting requirements for retirement
obligations associated with tangible long-lived assets. The standard requires
that the obligation associated with the retirement of the tangible long-lived
assets is capitalized into the asset cost at the time of initial recognition.
The liability is then discounted to its fair value at the time of recognition
using the guidance provided by the standard. Management are currently
assessing the impact of this pronouncement on the Company's financial position
and results of operations.

          Refer also to note 38 of the consolidated financial statements and
related notes included elsewhere in this annual report.

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC.

          We expense research and development costs in the financial period
during which they are incurred. Software development costs are capitalized
beginning when a product's technological feasibility has been established and
ending when a product is available for general release to customers.

5.D. TREND INFORMATION

          Group revenue has been affected by the economic slow down which has
impacted households' purchasing power and general consumer confidence. We
expect this to continue until such time as general economic conditions become
more favourable. Also see the discussion on general economic trends and the
recent global economic downturn discussed above under "Item 3. Key Information
- 3.D Risk Factors".

          The growth rate in subscribers to our group's television platforms
has started to slow. Total subscribers to our television platforms increased
from 2,065,646 at March 31, 2000 to 2,164,458 at March 31, 2001. Subscribers
to our analog platforms continue to decrease and those to our digital
platforms continue to increase, as subscribers switch from our analog to
digital offerings. Digital subscriber numbers now exceed that for analog. Our
group derives a higher revenue per subscribers from digital subscribers than
from analog.

          In Greece the broadcast television business tends to be seasonal,
with a significant decrease in viewership occurring in the summer, when Greek
viewers traditionally enjoy outdoor activities and travel, and when the soccer
and basketball seasons have ended. As a result, we have experienced subscriber
churn in the summer, but we are aggressively implementing new programs
designed to promote year-long subscriptions.

          The economic slowdown referred to above has also had an impact on
the advertising revenue received by our television and Internet platforms. We
are also finding that broadcast rights to major sports events are becoming
more expensive to obtain, as competition for these rights intensify.

          Although the growth in e-commerce revenues experienced by our
Internet platforms is encouraging, total e-commerce revenues remain low. We
expect e-commerce revenues to remain low until the general economic climate
improves and user acceptance accelerates.

          A substantial portion of our revenue is denominated in the
currencies of the countries in which we operate. These currencies continue to
depreciate against the U.S. dollar, the reporting currency of our group.
Accordingly, the U.S. dollar equivalent of the revenue we generate in
currencies other than U.S. dollar continue to be adversely affected by these
depreciations.

                                      56

<PAGE>

          The fortunes of our Software Solutions businesses are highly geared
to television and Internet platform markets around the world. Many of these
markets, particularly broadband, have been affected by the same factors that
affect our own television and Internet platforms. Accordingly, we expect
revenue from these businesses to slow until such time as general trading
conditions improve.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. DIRECTORS AND SENIOR MANAGEMENT

          The following table sets forth certain information with respect to
our directors, executive officers and other key personnel:

NAME                       AGE   POSITION
----                       ---   --------

Theunissen Vosloo          63    Chairman of the Board of Directors

Jacobus D.T. Stofberg      50    Chief Executive Officer and Director

Jacobus P. Bekker          48    Director

A. Andre Coetzee           48    General Counsel and Director

Johannes H.W. Hawinkels    49    Chief  Executive  Officer - Internet Operations
                                 and Director

Stephan J.Z. Pacak         46    Director

William J. Raduchel        54    Director

Roberto R. Romulo          62    Director

Allan M. Rosenzweig        46    Group Director - Corporate Finance and Director

Mark R. Sorour             39    Director of Investor Relations and Alternate
                                 Director

Jan Steenkamp              38    President, Chief Executive Officer - OpenTV

J. James Volkwyn           43    Director

Stephen F. Ward            47    Chief Financial Officer and Director


Messrs. Vosloo, Stofberg, Bekker, Coetzee, Hawinkels, Pacak, Raduchel, Romulo,
Rosenzweig, Volkwyn, Sorour, Steenkamp and Ward are referred to herein as the
"named directors and officers".

Theunissen Vosloo has been our chairman of the board of directors since August
1993. Mr. Vosloo is also currently the non-executive chairman of the board of
directors of Naspers and holds a variety of other chairmanships among the
Naspers group of companies. In 1984, he assumed the position of managing
director at Naspers and then served as the executive chairman from September
1992 until September 1997. Mr. Vosloo is also chairman of the board of
directors of MIH Holdings and M-Net Ltd.

Jacobus D.T. Stofberg has been our chief executive officer and a director
since September 1998. Mr. Stofberg is one of the original members of the MIH
Holdings management team and has also held a variety of positions within the
MIH Holdings group of companies, including that of chief operating officer
since 1985. Mr. Stofberg is currently a director of of OpenTV. Before joining
us in September 1998, Mr. Stofberg was a director of NetHold, our previous
joint venture, and held a variety of directorships within the NetHold group of
companies. In addition, Mr. Stofberg has previously served as a director of
NetMed.

Jacobus P. Bekker has been one of our directors since September 1998. Mr.
Bekker led the founding team of MIH Holdings in 1985 and Mr. Bekker has held a
variety of positions within the MIH Holdings group of companies since that
time. Mr. Bekker was CEO of MIH Holdings until 1997, when he became the
managing director of Naspers. He is also currently the chairman of the board
of directors of M-Web Holdings, and a

                                      57


<PAGE>

director of MIH Holdings, SSIH, M-Net Ltd, and OpenTV Corp. Mr. Bekker is also
a director of a number of South African print media companies and served as a
director of NetHold from September 1995 to April 1997.

A. Andre Coetzee has been the MIH group general counsel and director since
June 1999. Before joining the group, Dr. Coetzee was a partner of Mallinicks
Attorneys, from 1984 until 1992, in Cape Town, South Africa, and since then,
in London. Dr. Coetzee has been an adviser to the MIH group and associated
companies since 1985.

Johannes H.W. Hawinkels has been the chief executive officer of our Internet
operations and one of our directors since January 2000 and September 1998,
respectively. Before we reorganized our management structure, Mr. Hawinkels
had served as the chief executive officer of MIH Asia B.V. since July 1997.
Mr. Hawinkels has held a variety of positions within the MIH Holdings group of
companies since 1993. Mr. Hawinkels also serves as a director of certain of
our joint ventures in the Middle East and Egypt. In addition, Mr. Hawinkels
was the chief executive officer of MultiChoice Africa from August 1993 to
August 1997. Mr. Hawinkels has also previously served as a director of
MultiChoice Africa. Mr. Hawinkels was previously a director of a leisure
company involved in film distribution and exhibition, fast food franchising,
sporting goods retail and wholesale and film production.

Stephan J.Z. Pacak joined us as a director in March 1996. Mr. Pacak was the
chief financial officer of MIH Holdings from November 1993 to January 1998 and
has held a variety of executive positions within the MIH Holdings group of
companies. Mr. Pacak joined M-Net Limited in 1988 as chief financial officer.
In addition to being a director of MIH Holdings, Mr. Pacak is also a director
of Naspers, M-Net Ltd., M-Web Holdings, SSIH and a number of South African
print media companies. Mr. Pacak also previously served as a director of
MultiChoice Africa.

William J. Raduchel has been a director of MIH Limited since June 1999. Mr.
Raduchel also serves as a director of OpenTV. Since September 1999, he has
been the chief technology officer of America Online Inc. Prior to that, he was
the chief strategy officer of Sun Microsystems, Inc. Before accepting that
position in 1998, he was responsible for managing information systems and
resources for Sun Microsystems and its associated companies. Mr. Raduchel
joined Sun Microsystems in 1988 and was appointed as vice president of finance
and chief financial officer. Prior to joining Sun Microsystems, Mr. Raduchel
served as vice president for document systems in Xerox and also held various
executive positions at Data Resources Inc., the Institute of Defense Analysis
and Harvard University.

Roberto R. Romulo joined the board of MIH Limited in November 2000. Roberto is
currently the Chairman of Equitable Card Network Incorporated, the dominant
credit card company and largest electronic network in the Philippines. He is
also the Chairman of Interpharma Investments Ltd, the holding company of the
Zuellig Pharma related companies, which market and distribute Pharmaceutical
products of multinational companies in the Asia-Pacific Region. In May 2000,
he was appointed Chairman of Philam Insurance Inc. (the AIG subsidiary for
non-life assurance). Roberto started his professional career as a trainee in
the IBM Corporation in New York in 1965 where, over the following 25 years, he
held various marketing and general management positions in New York, the
Philippines and Thailand. From 1989-1992 he was appointed Philippine
Ambassador to Belgium, Luxembourg and the European Communities until he was
appointed Foreign Minister in 1992. In 1995, he returned to the private sector
taking up board positions with the Philippine Long Distance Telephone Company
and San Miguel Corporation. Roberto holds an AB in Political Science from
Georgetown University and a Bachelor of Laws from Ateneo De Manila University.
He was recently appointed to the "pro-bono" position of Senior Advisor on
International Competitiveness to President Gloria Macapagal-Arroyo.

Allan M. Rosenzweig has been the group director-corporate finance since
February 1996 and a director since October 1997. Mr. Rosenzweig currently
serves as a director of M-Web Holdings, Mindport and OpenTV. Before joining us
in 1996, Mr. Rosenzweig was the director of corporate finance of NetHold. In
addition, Mr. Rosenzweig was previously the managing director of Intertax
(Pty) Ltd., an international tax consultancy firm. He also serves on the
boards of other publicly traded companies like UTIW and Brait S.A.

Mark R. Sorour is director of investor relations. Mark was appointed to the
board of MIHL as an alternate director in March 2001. He has been with the
company for 6 years and in various capacities has been responsible for
investor relations and business development. Mark is also Group General
Manager of Corporate Finance. Prior to joining the Group, Mark was an
investment banker with Hill Samuel and French bank Banque Indosuez. He
previously held various positions in the audit and corporate finance division
of PricewaterhouseCoopers Inc..

Jan W. Steenkamp has served as president and chief executive officer of OpenTV
since August 1997 and as a director of OpenTV since May 1999 and now holds the
position of chairman. From 1985 until he joined us in 1997, Mr. Steenkamp held
a variety of management positions within the MIH Holdings group of companies.
He was the commercial director of Irdeto Consultants, a Netherlands-based
subsidiary of MIH Limited that develops digital conditional access and

                                      58

<PAGE>

subscriber management systems. During his time at Irdeto, Mr. Steenkamp
managed business and product development as Irdeto grew from 50 to 250
employees. While working at MIH Holdings, Mr. Steenkamp initiated the
introduction of pay television in Greece, managed a project team to establish
pay television in Italy and was active in the acquisition and development of
the European NetHold operations in the Netherlands, Belgium, Finland, Sweden,
Denmark and Norway.

J. James Volkwyn has been the chief executive officer of our television
operations since January 2000. Before we reorganized our management structure,
Mr. Volkwyn had served as the chief executive officer of MultiChoice Africa
since September 1997. Mr. Volkwyn also currently serves as a director of
MultiChoice Africa and MultiChoice Middle East. Mr. Volkwyn was the chief
operations officer (excluding South African operations) and finance manager of
MultiChoice Africa from January 1996 to September 1997, and finance manager of
MultiChoice Africa from January 1993 to December 1995.

Stephen F. Ward joined us on January 1, 2000 as a director and chief financial
officer. Before joining us, Mr. Ward was a senior partner with
PricewaterhouseCoopers in the Netherlands where during his thirteen years as a
partner he was involved in advising multinational, publicly traded companies
as well as serving in various management positions. Mr. Ward is a fellow of
the Institute of Chartered Accountants in England and Wales and a Dutch
Registered Accountant. Mr Ward also currently serves as a director of MIH
Holdings and as an alternate director on both SSIH and M-Net Ltd..

The business address of our directors and officers is our registered office:
Abbott Building, Mount Street, Tortola, Road Town, British Virgin Islands.


6.B. COMPENSATION OF DIRECTORS AND OFFICERS

          The aggregate salary and related benefits compensation paid by us
and our subsidiaries to the named directors and officers as a group during the
fiscal year ending March 31, 2001, was approximately $2.73 million.

          The aggregate bonus compensation paid by us and our subsidiaries to
the named directors and officers as a group during the fiscal year ending
March 31, 2001 was approximately $1.94 million.

          The aggregate amount set aside by us and our subsidiaries to provide
pension, retirement and similar benefits to the named directors and officers
as a group during the fiscal year ending March 31, 2001 was approximately $0.2
million.

SHARE SCHEME

          Pursuant to the Deed constituting the MIH Limited Share Trust (the
"Deed"), dated March 22, 1999, we have established the MIH Limited Share
Scheme (the "Share Scheme") and appointed trustees (the "Trustees") to
administer the Share Scheme. The Share Scheme is intended to provide an
incentive to our employees, by giving them an opportunity to acquire our Class
A Ordinary Shares, to remain in our employment and to promote our continued
growth. The following summary does not purport to be complete and is subject
to, and qualified in its entirety by, the Deed, which has been filed as an
exhibit to the registration statement of which this prospectus forms a part
and is incorporated herein by reference.

          We may allocate to the MIH Limited Share Trust (the "Trust") a
number of Class A Ordinary Shares which represent, in aggregate, no more than
10% of the total number of Ordinary Shares Class A Ordinary Shares which are
allotted to the Trust for the purpose of the Share Scheme become "Scheme
Shares" and an amount equal to the total consideration payable in respect of
the Scheme Shares is advanced by us to the Trust as an interest free loan.

          Under the Share Scheme, the Trustees may offer or grant options in
respect of Scheme Shares to selected employees at a price set by the Trustees.
The employees are selected and the number of shares are determined by the
Trustees after consultation with the Compensation Committee.

          Each offer sets forth the terms on which it may be accepted. The
time period for acceptance is usually within 14 days from the date of the
offer, and the maximum period which may be allowed for the payment of the
purchase price is 5 years and 105 days from the effective date of the offer
(where a baneficiary is a resident, for taxation purposes, in the Netherlands)
or not later than 10 years after the effective date of the offer (in the case
of all other beneficiaries). Under the Share Scheme, the purchase price is
payable in three equal instalments which may not be paid before the third,
fourth and fifth anniversaries, respectively, of the date on which the offer
was made. The Trustees may, however, in their discretion allow

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<PAGE>

earlier payment dates.

          Similarly, each option sets out the terms on which it may be
exercised. The maximum period which may be allowed for the exercise of an
option is 5 years and 105 days from the date the option was granted. However,
options are generally exercisable immediately on (or within a short period
after) the date on which they were granted. The implementation of the
resulting contract (being the payment of the purchase price against delivery)
takes place in three phases which may not be effected before the third, fourth
and fifth anniversaries, respectively, of the grant date. The Trustees may,
however, in their discretion allow earlier implementation.

          Accordingly, unless the Trustees permit otherwise, Scheme Shares are
only transferred to employees in three equal tranches on the third, fourth and
fifth anniversaries of the date of the offer or grant of the option, as the
case may be.

          Our directors may amend the provisions of the Share Scheme; however,
any amendments which would adversely affect an employee's rights under any
offers which have been made or options which have been granted would require
the consent of the affected employee.

DIRECTORS' STOCK OPTION PLAN

          On October 4, 1999, we adopted a Directors' Stock Option Plan (the
"Plan") to provide incentives to attract and retain highly competent persons
to serve as directors on our board. By providing our directors with
opportunities to acquire a proprietary interest in MIH Limited by the grant of
nonqualified stock options which may result in their ownership of our Class A
Ordinary Shares, we hope to induce them to represent shareholders' interests
as they oversee our general operations. The following summary does not purport
to be complete and is subject to, and qualified in its entirety by, the Plan,
which has been filed as an exhibit to the registration statement of which this
prospectus forms a part and is incorporated herein by reference.

          The aggregate number of Class A Ordinary Shares that may be issued
pursuant to the exercise of options granted under the Plan will not exceed
500,000 and will be made available from authorized but unissued Class A
Ordinary Shares. The Class A Ordinary Shares subject to the unexercised
portion of any stock option granted under the Plan which expires, terminates
or is cancelled will become available for issuance upon the exercise of future
options granted under the Plan.

          Our board of directors is responsible for administering the Plan;
however, any or all of the board's authority under the Plan may be delegated
to a committee of one or more directors. The administrator of the Plan is
either the board of directors or, if the board has delegated its authority
under the Plan, the committee. Each option granted under the Plan is evidenced
by an option agreement. Options may only be granted to a participating
director who is not also an employee.

          Under the Plan, the administrator may grant to a participating
director an initial stock option to purchase the number of Class A Ordinary
Shares determined by the administrator. In any calendar year after the
calendar year in which a participating director received an initial stock
option, a stock option will be granted automatically to this participating
director to purchase 25% of the initial stock option Class A Ordinary Shares.

          The purchase price of the Class A Ordinary Shares under each stock
option granted will be equal to the fair market value of the Class A Ordinary
Shares on the date of the grant, or the effective date of the option
agreement. The fair market value is determined by the closing price of the
Class A Ordinary Shares as reported on the Nasdaq National Market, or if the
closing price does not properly reflect the fair market value, then a price as
may be determined in good faith by the administrator.

          A maximum of 25% of the granted stock options are exercisable after
the expiry of one year after the date of the grant, a maximum of 50% are
exercisable after the expiry of two years after the date of the grant, a
maximum of 75% are exercisable after the expiry of three years after the date
of the grant and the balance of the remaining original stock options are
exercisable after the expiry of four years after the date of the grant. The
administrator may, however, in its discretion permit the earlier exercise of
any or all of the stock options, but no option granted under the Plan shall be
exercised after ten years from its date of grant.

          Upon exercise of a stock option, the purchase price will be payable
in full in cash or its equivalent acceptable to us. In the discretion of the
administrator, the purchase price may be paid by the assignment and delivery
to us of Class A Ordinary Shares or a combination of cash and shares equal in
value to the exercise price. Any shares so assigned and delivered to us in
payment or partial payment of the purchase price will be valued at their fair
market value on the exercise date.

          The stock option is exercisable during the participating director's
lifetime only by the participating director or by his guardian or legal
representative and is non-transferable, except that the participating director

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<PAGE>

may transfer all or any part of the stock option by will or by the laws of
inheritance.

          Our board of directors may amend the provisions of the Plan;
however, any amendments, which would adversely affect the participating
director's rights under any stock option previously granted under the Plan,
would require the consent of the affected participating director.

6.C.  BOARD PRACTICES

DIRECTORS

          Pursuant to our Memorandum and Articles, our board of directors is
classified into three classes of directors. The terms of the classes of
directors will expire at the annual meetings of stockholders to be held in
2000, 2001 and 2002, respectively. Thereafter, the classes will be elected to
staggered three-year terms. The following table lists the class within which
each of our directors serves:

NAME                                               CLASS
----                                               -----
A. Andre Coetzee                                   2004

Stephan J.Z. Pacak                                 2004

Allan M. Rosenzweig                                2004

Stephen F. Ward                                    2004

Theunissen Vosloo                                  2002

Jacobus D.T. Stofberg                              2002

Johannes H.W. Hawinkels                            2002

Roberto R. Romulo                                  2002

Jacobus P. Bekker                                  2003

Jan W. Steenkamp                                   2003

J. James Volkwyn                                   2003

William J. Raduchel                                2003

          All of our directors are entitled to 3 months' notice of
termination. Upon termination, the Company is required to settle all
outstanding annual vacation days, and to settle any accrued earned bonus
payments.

BOARD COMMITTEES

          Our board of directors has a Compensation Committee and an Audit
Committee.

Compensation Committee

          The Compensation Committee comprises Messrs. Bekker and Vosloo. The
Compensation Committee has the authority to review and approve general policy
matters relating to compensation and benefit arrangements of employees and
officers of the company (including cash compensation arrangements for the
chief executive officer and his direct reports as well as bonus and other
non-share incentive plans applicable to officers and employees of the company)
and reviews and recommends to the board of directors the share incentive plans
and arrangements to be established for all of the employees and officers of
the company (including the chief executive officer and his direct reports).
The Compensation Committee reviews and approves all cash compensation
arrangements for the chief executive officer and administers the MIH Limited
Share Trust and reviews and approves specific option/share grants to all
employees of the company (including the chief executive officer and his direct
reports).

Audit Committee

          The primary function of the Audit Committee, which comprises Messrs.
Bekker, Pacak and Raduchel, is to assist the Board of Directors in fulfilling
its oversight responsibilities by reviewing: the financial reports and

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other financial information provided by the Company to any governmental body
or the public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Company's auditing, accounting and financial reporting
progress generally. Consistent with this function, the Committee encourages
continuous improvement of, and fosters adherence to, the Company's policies,
procedures and practices at all levels. The Committee's primary duties and
responsibilities are to:

     o    Serve as an independent and objective party to the Company's
          financial reporting process and internal control system.

     o    Review and appraise the audit efforts of the Company's independent
          accountants and internal auditing department.

     o    Provide an open avenue of communication among the independent
          accountants, financial and senior management, the internal auditing
          department, and the Board.

          To fulfil its responsibilities and duties the Audit Committee
reviews the organisation's annual financial statements and any reports or
other financial information submitted to any governmental body, or to the
public, including any certification, report, opinion, or review rendered by
the independent accountants and any press releases relating to financial
matters. Furthermore, it reviews the regular internal reports to management
prepared by the internal auditing department and management's response
thereto. The Audit Committee reviews with financial management and the
independent accountants the Company's annual report on Form 20-F under the US
Securities Exchange Act of 1934, as well as any press release containing
interim results that is filed under cover of a Form 6-K under such Act, in
each case prior to its filing or prior to the release of earnings. The Audit
Committee recommends to the Board the selection of the independent
accountants, considering independence and effectiveness and approves the fees
and other compensation to be paid to the independent accountants. On an annual
basis, the Committee reviews and discusses with the independent accountants
all significant relationships the independent accountants have with the
Company to determine the accountants' independence and, accordingly, the
Committee requests from the independent accountants annually a formal written
statement delineating all relationships between the independent accountant and
the Company consistent with Independence Standards Board Standard Number 1;
discusses with the independent accountants any such disclosed relationships
and their impact on the independent accountants' independence; and recommends
that the Board take appropriate action to oversee the independence of the
independent accountants. The Audit Committee reviews the performance of the
independent accountants and approves any proposed discharge of the independent
accountants when circumstances warrant and periodically consults with the
independent accountants out of the presence of management about internal
controls and the fullness and accuracy of the organisation's financial
statements.

          In consultation with the independent accountants and the internal
auditors, the Audit Committee reviews the integrity of the organization's
financial reporting processes, both internal and external and considers the
independent accountants' judgements about the quality and appropriateness of
the Company's accounting principles as applied in its financial reporting. The
Audit Committee shall consider and approve, if appropriate, major changes to
the Company's auditing and accounting principles and practices as suggested by
the. independent accountants, management, or the internal auditing department.

          The Audit Committee establishes regular and separate systems of
reporting to the Committee by each of management, the independent accountants
and the internal auditors regarding any significant judgements made in
management's preparation of the financial statements and the view of each as
to appropriateness of such judgements. Following completion of the annual
audit, it reviews separately with each of management, the independent
accountants and the internal auditing department any significant difficulties
encountered during the course of the audit, including any restrictions on the
scope of work or access to required information. The Audit Committee reviews
any significant disagreement among management and the independent accountants
or the internal auditing department in connection with the preparation of the
financial statements. The Audit Committee reviews with the independent
accountants, the internal auditing department and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.

6.D. EMPLOYEES

          At March 31, 2001, we had 3,305 employees, of which 1,360 are
employed by MultiChoice Africa, 352 by NetMed, 527 by Mindport and 474 by
OpenTV. The remainder are in our MIH corporate offices in the Netherlands,
South Africa, Hong Kong, China, Indonesia and Thailand. We believe our labour
relations are satisfactory.

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<PAGE>

6.E. SHARE OWNERSHIP

          As of March 31, 2001 none of the directors or members of management
on an individual basis had more than 1% of any class of shares or vested
options.

          The Compensation Committee of our board of directors has determined
that it will periodically award and grant options to purchase shares of our
Class A Ordinary Shares to directors and members of management under the MIH
Limited Share Scheme. The exercise price represents the fair value of the
shares on the date of the Compensation Committee's determination, which is
generally the date the options are awarded. The options expire if they are not
exercised within five years and one hundred and five days from the option
date. As of March 31, 2001, the following options had been awarded and granted
to directors and members of management under the MIH Limited Share Scheme:

          -    On April 1, 1999, options which expire on July 15, 2004, to
               purchase an aggregate of 950,140 Class A Ordinary Shares (after
               giving effect to stock splits) were awarded and granted at an
               exercise price of $10.57 per share, which represents the
               estimated fair value of the shares on September 11, 1998, the
               date the Compensation Committee determined to award the Shares;

          -    On May 6, 1999, options which expire on August 19, 2004 to
               purchase an aggregate of 771,327 Class A Ordinary Shares were
               awarded and granted at an exercise price of $18.625 per share;

          -    On July 1, 1999, options which expire on October 14, 2004, to
               purchase an aggregate of 9,590 Class A Ordinary Shares were
               awarded and granted at an exercise price of $26.50 per share;

          -    On August 26, 1999, options which expire on August 26, 2004, to
               purchase an aggregate of 29,000 Class A Ordinary Shares were
               awarded and granted at an exercise price of $28.6875 per share;

          -    On October 4, 1999, options which expire on January 18, 2005,
               to purchase an aggregate of 176,190 Class A Ordinary Shares
               were awarded and granted at an exercise price of $29.375 per
               share;

          -    On January 4, 2000, options which expire on April 19, 2005, to
               purchase an aggregate of 8,820 Class A Ordinary Shares were
               awarded and granted at an exercise price of $52.375 per share;
               and

          -    On March 7, 2000, options which expire on June 20, 2005, to
               purchase an aggregate of 48,810 Class A Ordinary Shares were
               awarded and granted at an exercise price of $71.50 per share.

          -    On April 1, 2000, options which expire on July 15, 2005, to
               purchase an aggregate of 12,500 Class A Ordinary Shares were
               awarded and granted at an exercise price of $61.00 per share.

          -    On June 2, 2000, options which expire on September 16, 2005, to
               purchase an aggregate of 200,113 Class A Ordinary Shares were
               awarded and granted at an exercise price of $34.875 per share.

          -    On July 12, 2000, options which expire on October 26, 2005, to
               purchase an aggregate of 31,815 Class A Ordinary shares were
               awarded and granted at an exercise of $28.875 per share.

          -    On August 14, 2000, options which expire on November 28, 2005,
               to purchase an aggregate of 50,000 Class A Ordinary shares were
               awarded and granted at an exercise price of $30.00 per share.

          -    On October 2, 2000, options which expire on January 16, 2006,
               to purchase an aggregate of 25, 000 Class A Ordinary Shares
               were awarded and granted at an exercise price of $30.62 per
               share.

          -    On January 11, 2001, options which expire on April 27, 2006, to
               purchase an aggregate of 709,965 Class A Ordinary Shares were
               awarded and granted at an exercise price of $12.625 per share.

          As of August 31, 2001 our directors and members of management had
outstanding options to purchase an aggregate of 2,751,715 Class A Ordinary
Shares.

         See "-- 6.B. Compensation -- Share Scheme" for a description of
arrangements for involving our employees in the capital of the company.

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<PAGE>

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


7.A. MAJOR SHAREHOLDERS

PRINCIPAL STOCKHOLDERS.

          The following table sets forth as of August 31, 2001, certain
information with respect to the beneficial ownership of each class of our
voting securities by (1) each person who is known to us to be the beneficial
owner of more than 5% of any class of our voting securities and (2) all
directors and executive officers as a group.

<TABLE>
<CAPTION>
                                            CLASS A                          CLASS B
                                        ORDINARY SHARES                  ORDINARY SHARES
                                  ----------------------------    ------------------------------
                                                                                                     TOTAL
                                                   PERCENTAGE                       PERCENTAGE       VOTING
IDENTITY OF PERSON OR GROUP          NUMBER         OF CLASS         NUMBER          OF CLASS        RIGHTS
                                 -------------    -----------    --------------    ------------    ----------
<S>                                   <C>             <C>             <C>             <C>             <C>
Naspers Limited                      2,003,334          7.05%     30,787,319(1)          100.0%      8.12%(2)
MIH Holdings Limited(3)                      -              -        30,787,319           100.0          76.4
SuperSport International             3,253,222          11.44                 -               -          2.69
Holdings Limited
Thomson Consumer Electronics,        2,581,775           9.08                 -               -          2.14
Inc.
Johnnies Industrial Corporation   2,191,125(5)           7.71                 -               -          1.81
Limited(4)
MIH Limited Share Trust(6)           2,944,415          10.35                 -               -      2.44 (7)
</TABLE>

         (1) All of these shares are held by MIH (BVI) Limited, a wholly owned
         subsidiary of MIH Holdings Limited. Because Naspers Limited owns a
         majority of the voting securities of MIH Holdings Limited, it could
         be deemed to be a beneficial owner of these shares.

         (2) The 2,003,334 Class A Ordinary Shares directly owned by Naspers
         Limited represent 1.66% of the total voting rights and the 30,787,319
         Class B Ordinary Shares that Naspers Limited could be deemed to
         beneficially own represent 76.46% of the total voting rights.

         (3) All shares indicated as being beneficially owned by MIH Holdings
         Limited are held by MIH (BVI) Limited, a wholly owned subsidiary of
         MIH Holdings Limited.

         (4) Shares are held through a wholly owned subsidiary.

         (5) Prior to March 31, 2000, Johnnic (IOM) ("Johnnic") owned
         4,194,459 Class A Ordinary Shares. In two recent transactions,
         Naspers Limited purchased a total of 2,003,334 Class A Ordinary
         Shares from Johnnic for an aggregate purchase price of $146.9 million
         (representing an average purchase price of $73.33 per share).

         (6) Holds shares that are issuable pursuant to the exercise of
         options granted under the MIH Limited Share Scheme.

         (7) Until the shares have been delivered to an employee upon the
         exercise of an option, voting rights with respect to shares held by
         the MIH Limited Share Trust are vested in the trustees of the Share
         Trust.

There were no significant changes in the percentage ownership held by any
major shareholders during the past three years.

          As of June 15, 2001, the company had approximately 35 participants
on record of an aggregate of approximately 58.2 million shares of Class A and
Class B ordinary shares outstanding. As of June 15, 2001, and as far as it has
been practicable for us to ascertain, there were an estimated 15 beneficial
U.S. holders of the Class A Ordinary Shares. As of June 15, 2001, to the
Company's knowledge approximately 16% of the total outstanding Class A and
Class B ordinary shares was held by persons in the United States.

7.B. RELATED PARTY TRANSACTIONS

CHANNEL DISTRIBUTION ARRANGEMENTS

          Pursuant to channel distribution agreements between MultiChoice
Africa and M-Net Ltd., we have the right to distribute the M-Net channels by
analog and digital distribution systems, and to license the reception of the
M-Net channels by terrestrial analog and digital satellite distribution
systems. M-Net Ltd. provides the M-Net and Movie Magic channels and has the
exclusive rights to the South African and Sub-Saharan pay-television broadcast
of movies from major movie studios, including Disney, Warner Brothers,
Columbia Tristar/Sony, Fox, MCA/Universal, Paramount, MGM and DreamWorks. The
M-Net Channel Distribution Agreements expire in 2005 (digital) and 2002
(analog). Pursuant to the M-Net channel distribution agreements, MultiChoice
Africa

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pays M-Net Ltd. fees based on subscriber numbers. During the fiscal year ended
March 31, 2001, these amounts totalled approximately $88.3 million and for the
fiscal year ended March 31, 2000, these amounts totalled approximately $86.9
million.

          Through the M-Net channel distribution agreements, we also have the
right to distribute the sports channels which are produced by SSIH. SSIH has
obtained the exclusive rights to broadcast the South African cricket and rugby
leagues along with major international cricket and rugby events, two of the
most popular sports in South Africa. Pursuant to the M-Net channel
distribution agreements, MultiChoice Africa pays SSIH fees based on subscriber
numbers. During the fiscal year ended March 31, 2001, these amounts totalled
approximately $75.3 million and during the fiscal year ended March 31, 2000,
these amounts totalled approximately $74.1 million.

          The M-Net channel distribution agreements are disclosed because
MultiChoice Africa is a subsidiary of MIH Limited. SSIH is a shareholder of
MIH Limited.

TRANSMISSION ARRANGEMENTS

          Through certain of our subsidiaries and joint ventures, we have
various arrangements with Orbicom pursuant to which our subsidiaries receive
certain rights and services, including transponder leasing (C-band and Ku-band
capacity), terrestrial and satellite signal distribution, maintenance of
transmitter networks and backhaul and uplink services. The Orbicom
arrangements expire at various times. Pursuant to the Orbicom arrangements, we
pay Orbicom fixed monthly fees for leasing arrangements and variable fees for
maintenance services. During the fiscal year ended March 31, 1999 these
amounts totalled approximately $28.8 million.

          The M-Net channel distribution agreements and the Orbicom
arrangements were negotiated on an arms-length basis and, we believe, on terms
no less favorable than we could have received from independent third parties.

          The Orbicom arrangements are disclosed because MIH Holdings (the
parent of MIH (BVI) Limited) formerly owned 80% of Orbicom and Johnnic
presently owns approximately 30% of M-Cell Limited, which currently owns
Orbicom.

ACQUISITION OF SHARES IN M-WEB HOLDINGS

          We acquired a 7.8% interest in M-Web Holdings for a cash
consideration of $16.5 million in August 1999. On September 30, 1999, we
acquired an additional 3.4% interest in M-Web Holdings in exchange for our
interest in shares of M-Cell Limited. In February and March 2000, we acquired
an additional 5.4% interest in M-Web Holdings, bringing our total interest up
to 15.8%. The company increased its holding during the current year to 22.28%
for a cash consideration of $6.6 million. For a more complete description of
these transactions, see Note 3 to our consolidated financial statements
included elsewhere in this annual report.

          The acquisition of shares in M-Web Holdings is disclosed because MIH
Investments presently owns more than 50% of the issued shares in MIH Holdings
and more than 45% of the issued shares in M-Web Holdings.

ITEM 8. FINANCIAL INFORMATION

8.A.  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

          See Item 18 for our financial statements.

LEGAL PROCEEDINGS

          From time to time, we and our local partners in Greece have
experienced objections by local communities to the establishment or continued
presence of transmission sites in these communities. These matters have
generally been resolved in the ordinary course of business.

          On May 30, 2000 Teletypos SA ("Teletypos") offered to sell to the
Myriad Development BV ("Myriad") and to Lumiere Television Limited ("LTV") all
of Teletypos' shares (the "Shares") in MultiChoice Hellas SA ("MultiChoice").
Myriad and LTV accepted Teletypos' offer but, thereafter, Teletypos refused to
transfer the Shares to Myriad and LTV. This dispute between Myriad and LTV on
the one hand and Teletypos on the other hand relating to the acceptance by
Myriad and LTV of Teletypos's offer to sell the Shares to Myriad and LTV and
the subsequent refusal by Teletypos to transfer the Shares (the "Dispute") was
referred to the chief executive officers of Myriad, LTV and Teletypos ("Chief
Executive Officers") on June 12, 2000 in accordance with clause 14.2 of the
Investment and Shareholders Agreement dated June 20, 1994 between Myriad, LTV
and Teletypos (the "Shareholders Agreement"). The Chief Executive Officers
were not able to resolve the Dispute

                                      65

<PAGE>

and Teletypos continued to refuse to transfer the Shares to Myriad and LTV
within the time period referred to in clause 14.2 of the Shareholders
Agreement. Accordingly, Myriad and LTV, acting under clause 14.3 of the
Shareholders Agreement, referred the Dispute for determination by arbitration
in London in accordance with the Rules of the London Court of International
Arbitration. Myriad and LTV have requested: declaratory relief: (that binding
agreements were concluded by Teletypos with Myriad and LTV for the sale of the
Shares); injunctive relief including an order that Teletypos transfer the
Shares to Myriad and LTV and take such steps as may be necessary to enable
such transfer; damages in an amount to be quantified; interest; costs; and
such additional specific or other relief as may be just. Initially Teletypos
raised objections to the authority of the arbitral tribunal to determine the
Dispute. These objections were dismissed by the tribunal and the matter will
be heard by the tribunal in 2002.

          Pace Micro Technology Plc ("Pace") has instituted an action against
MultiChoice Africa, Orbicom, Irdeto Access BV ("Irdeto") and J James Volkwyn
in the High Court of South Africa (Transvaal Provincial division). The action
consists of a total claim for loss and damages of US$19,3 million,
alternatively $ 6.7 million, plus interest at an annual rate of 15.5% arising
out of an alleged conspiracy between M-Net, MultiChoice Limited (now MIH
Holdings Limited), MultiChoice Africa, Orbicom and Irdeto, inter alia: (i) to
exploit the monopoly which they enjoy in the business of digital pay
television in Africa; (ii) together with Jim Volkwyn, to intentionally
misrepresent the quality of Pace's products and pricing policies; and (iii) to
set unfair and manipulative pre-conditions, all to the detriment of Pace. Now
that we have read Pace's Particulars of claim our view is still that their
claims are unfounded. Accordingly, after a thorough review of the claim and
the facts surrounding it, we have filed a notice of exception to Pace's
particulars of claim on the ground that they are vague and embarrassing, and
on the ground that they lack averments which are necessary to sustain an
action or cause of action. The exception was argued on August 28, 2001 and we
are awaiting the decision of the court.

          A class action law suit has been filed in the Federal court in New
York alleging various violations by OpenTV and others of the Securities Act of
1933 and the Securities Exchange Act of 1934 in connection with OpenTV's
initial public offer ("IPO") in 1999. The complaint alleges that the IPO
prospectus was materially false and misleading because it failed to disclose,
among other things, that --

          (a)  Merrill Lynch solicited and received excessive and undisclosed
               commissions from certain investors in exchange for which
               Merrill Lynch allocated to those investors material portions of
               the restricted number of OpenTV IPO shares; and

          (b)  Merrill Lynch entered into agreements with customers whereby
               Merrill Lynch agreed to allocate OpenTV IPO shares to those
               customers in exchange for which the customers agreed to
               purchase additional OpenTV shares in the aftermath at
               pre-determined prices.

DIVIDEND POLICY

          We anticipate that all our earnings, if any, in the foreseeable
future will be retained to finance our continued growth and expansions, and we
have no current intention to pay cash dividends on our ordinary shares. The
decision to pay dividends is within the discretion of our board of directors
and will be dependent upon, among other factors, our results of operations,
financial condition, capital requirements, restrictions imposed by our
financing arrangements and legal requirements.

8.B. SIGNIFICANT CHANGES

          Subsequent to year-end the Group acquired for US$32 million a 46.5%
stake in QQ, the most pervasive instant-messaging platform in China, from IDG
Technology Venture Investment, Inc., IDG Technology Venture Investments LP,
Millenium Vocal Limited and various private shareholders. Instant-messaging
has become an important communications tool worldwide. QQ is currently the
leading instant-messaging service, with 18 million active customers,
representing 95% of the market.

          Subsequent to year-end OpenTV acquired, for a consideration of US$59
million, all the outstanding shares of Static 2358 Limited, a leading iTV
software development and entertainment company and creator of Playjam, the
world's most successful iTV entertainment and games channel.

          Subsequent to year-end the Group reduced its interest in AEK FC SA
to a direct holding of 15%.

ITEM 9. THE OFFER AND LISTING

9.A. LISTING DETAILS

PRICE RANGE OF OUR ORDINARY SHARES

          Prior to April 13, 1999, there was no public market for our Class A
Ordinary Shares. Since our initial public offering on April 13, 1999, our
Class A Ordinary Shares have traded on the Nasdaq National Market and the
Euronext Amsterdam Stock Exchange under the symbol "MIHL". The following table
sets forth the range of the high and low closing sales prices of our Class A
Ordinary Shares on the Nasdaq National Market and the Euronext Amsterdam Stock
Exchange for the periods indicated:

<TABLE>
<CAPTION>
                                                              NASDAQ                       AMSTERDAM
                                                     -------------------------    ----------------------------
                                                        HIGH           LOW           HIGH             LOW
                                                     ------------    ---------    ------------    ------------
<S>                                                    <C>             <C>           <C>               <C>
FISCAL YEAR ENDED MARCH 31, 2000
First quarter (from April 13, 1999)                    $30.88         $18.31        $30.25          $18.25
Second quarter                                         $30.38         $24.63        $30.00          $25.50
Third quarter                                          $69.25         $28.88        $70.00          $30.25

                                      66

<PAGE>

Fourth quarter                                         $89.00         $52.38        $95.00          $55.00

FISCAL YEAR ENDED MARCH 31, 2001

First quarter                                          $66.37         $27.25        $70.00          $28.00
Second quarter                                         $39.00         $29.50        $35.00          $29.00
Third quarter                                          $32.50         $23.00        $30.00          $14.00
Fourth quarter                                         $18.00         $14.50        $17.50          $12.00

MONTH

April 2001                                             $13.75         $10.75        $13.00          $11.00
May 2001                                               $13.39         $11.19        $12.00          $11.50
June 2001                                              $14.40         $12.45        $12.00          $12.00
July 2001                                              $14.50         $12.00        $12.00          $12.00
August 2001                                            $12.50         $10.45        $12.00          $11.00
September 1 through September 27, 2001                  $7.56         $11.15        $11.00           $8.00

</TABLE>

9.C. MARKETS

         See "-- 9.A. Listing Details" above.


ITEM 10. ADDITIONAL INFORMATION

10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION

          We incorporate by reference the information called for by Item 10.B
set forth under "Description of Capital Stock" in our Registration Statement
on Form F-1 (Registration Number 333-32736) filed on April 18, 2000. Set forth
below is additional information called for by Item 10.B:

          The Company is registered as an international business company
#47572 in the Register of Companies of the British Virgin Islands.

          Clause 4 of the Memorandum of Association of the Company contains
the following objects and powers:

          4.1 The object of the Company is to engage in any act or activity
that is not prohibited under any law for the time being in force in the
British Virgin Islands.

             4.2  The Company may not -

                  4.2.1. carry on business with persons resident in the
                         British Virgin Islands;

                  4.2.2. own an interest in real property situate in the
                         British Virgin Islands, other than a lease referred
                         to in clause 4.3.5;

                  4.2.3. carry on banking or trust business, unless it is
                         licensed to do so under the Banks and Trust Companies
                         Act, 1990;

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<PAGE>


                  4.2.4. carry on business as an insurance or reinsurance
                         company, insurance agent or insurance broker, unless
                         it is licensed under an enactment authorising it to
                         carry on that business;


                  4.2.5. carry on the business of company management, unless
                         it is licensed under the Company Management Act,
                         1990; or


                  4.2.6. carry on the business of providing the registered
                         office or the registered agent for companies
                         incorporated in the British Virgin Islands.


     4.3 For the purposes of clause 4.2.1, the Company shall not be treated as
     carrying on business with persons resident in the British Virgin Islands
     if -

                  4.3.1. it makes or maintains deposits with a person
                         carrying on banking business within the British
                         Virgin Islands;


                  4.3.2. it makes or maintains professional contact with
                         solicitors, barristers, accountants, bookkeepers,
                         trust companies, administration companies,
                         investment advisers or other similar persons
                         carrying on business within the British Virgin
                         Islands;


                  4.3.3. it prepares or maintains books and records within
                         the British Virgin Islands;


                  4.3.4. it holds, within the British Virgin Islands,
                         meetings of its directors or shareholders;


                  4.3.5. it holds a lease of property for use as an office
                         from which to communicate with shareholders or where
                         books and records of the Company are prepared or
                         maintained;


                  4.3.6. it holds shares, debt obligations or other
                         securities in a company incorporated under the
                         International Business Companies Act or under the
                         Companies Act; or


                  4.3.7. shares, debt obligations or other securities in the
                         Company are owned by any person resident in the
                         British Virgin Islands or by any company incorporated
                         under the International Business Companies Act or
                         under the Companies Act.

         4.4      The Company shall have all such powers as are permitted by
                  law for the time being in force in the British Virgin
                  Islands, irrespective of corporate benefit, to perform all
                  acts and engage in all activities necessary or conducive to
                  the conduct, promotion or attainment of the object of the
                  Company.

          Regulation 108 of the Company's Articles of Association provides
that subject to the provisions of the International Business Companies Act
(the "IBCA") and provided that he or she has disclosed the nature

                                      68


<PAGE>


and extent of any material interest, by a general notice to the directors of
the Company specifying the same, a director may be party to any proposal,
arrangement or contract with the Company or in which the Company is interested
or be a director or other officer of any company promoted by the Company and
shall not be accountable to the Company for any benefit derived from such
association - provided that an interest of which the director has no knowledge
or cannot reasonably be expected to have knowledge, shall not be attributable
to the director.

          The IBCA requires, however, that any such proposal, arrangement or
contract be approved or ratified by resolution of directors of the Company
which has been approved without counting the vote of the director so
interested or by the unanimous consent of the disinterested directors where
the votes of such disinterested directors are insufficient to approve a
resolution of directors. Alternatively, the director's interest in the
proposal, arrangement or contract must be disclosed to or known by the
shareholders of the Company, who must approve or ratify the transaction by
resolution.

          If, however, such proposal, arrangement or contract was, at the time
it was authorised, unfairly prejudicial to one or more shareholders, who did
not vote in favour of the resolution authorising or ratifying it or to the
creditors of the Company, the proposal, arrangement or contract would be
invalid.

          By regulation 98 of the Company's Articles of Association the
directors must obtain "the prior or subsequent approval" of shareholders, in
order to vote compensation to themselves or any members of their body.
However, a duly appointed managing director may receive additional
remuneration authorised by the vote of a quorum of disinterested directors.

          Regulation 91 of the Company's Articles of Association empowers the
directors, by resolution, to exercise all of the powers of the Company to
borrow money and to give security to support such borrowing. The borrowing
powers so given may only be varied by an amendment of the empowering
Regulation by affirmative vote of either a simple majority of directors or a
simple majority of shareholders at a properly convened and constituted meeting
of each body or by a resolution consented to in writing by a 66 2/3% majority
of directors.

          The Company's Articles of Association provides at Regulation 76 that
directors shall be retired at the next annual meeting of shareholders
following the directors' election. Special considerations apply to directors
who were elected prior to the annual meeting of shareholders which occurred in
1999, by which the then incumbent directors were treated as classes with
staggering retirement times occurring on the next three successive annual
meetings of shareholders. All successors to each such class of directors
should be elected for a further term expiring at the third succeeding annual
meeting of shareholders. There is no specified age limit for a director.

          Regulation 75 provides that any shareholding qualification for
directors may be fixed or varied by a resolution of shareholders, but if none
is so fixed no share qualification is required.

          Annual general meetings and extraordinary general meetings are
convoked by the directors who, by resolution, fix the time, date and place of
the meeting. Special meetings of holders of Ordinary Shares may also be
convoked in this manner. All meetings of shareholders must be called on not
less than 10 days' notice sent to all shareholders recorded in the share
register who, at the date of the notice, are entitled to vote on the
particular matter to be voted on at the meeting. The directors may fix the
date of notice of the meeting as the record date for determining which
shareholders are entitled to vote thereat.


          A meeting may also be convoked on short notice if


          (a) agreed upon by 90% of the shareholders entitled to vote or,
          where voting is to be by class, 90% of the class of shareholders
          entitled to vote together with 90% or more of the remaining votes or

          (b) all shareholders entitled to vote waive notice of the meeting.
          Presence at the meeting constitutes waiver.



Inadvertent failure to give notice or non receipt of notice by a shareholder
does not, however, invalidate the meeting.

          Meetings may be attended by shareholders or their duly appointed
proxies. Evidence of appointment of proxy must be produced at the place
appointed for the meeting before the commencement of the meeting. Any or all
joint holders of shares may attend a meeting but only one holder may vote on
behalf of all or, otherwise, they


                                      69

<PAGE>


must all vote as one shareholder. Shareholders may also participate at
meetings by telephone or other electronic means where all shareholders are
able to hear each other.

          Shareholders' meetings are duly constituted if at the commencement
and throughout the meeting at least 50% of the shareholders entitled to vote
on the issue are present. The meeting must stand adjourned to the next
business day if after two hours after the time scheduled for commencement
there is no quorum present. If at the adjourned meeting, an hour after the
scheduled time of commencement, there are at present at least one-third of the
votes entitled to vote on the issue, such one-third shall constitute a quorum
for that meeting.

          Directors of the Company may attend and speak at any meeting of
shareholders or classes of shareholders.

The provisions relating to capital contained in the Memorandum and Articles of
Association of the Company substantially mirror the provision relating thereto
contained in the IBCA.


10.C. MATERIAL CONTRACTS

MIH Limited Shareholders Agreement

          The Shareholders' Agreement dated June 22, 1993 among Johannesburg
Consolidated Investment Company, Limited, JCI (Isle of Man) Limited,
Electronic Media Network Limited, M-Net (BVI) Limited and M-Net International
Holdings Limited, as amended, is an agreement among certain of our major
shareholders in which they agree to certain pre-emptive rights with respect to
transfers of shares held by them and not to compete against each other.

UBC Joint Venture

          The Shareholders' Agreement dated February 16, 1998, among Telecom
Holding Company Limited, Shinawatra Computer and Communications Public Company
Limited, MIH Limited and International Broadcasting Corporation Public Company
Limited, as supplemented by the Supplementary Shareholders' Agreement dated
May 20, 1998 and as amended by the Amendment to Shareholders' Agreement dated
September 25, 1998, governs the joint venture arrangement under which UBC
operates. These agreements establish corporate governance procedures, provide
for the financing of UBC, grant us certain management rights, including the
right to appoint the chief operating officer, and set forth other terms of the
UBC joint venture. The agreements impose certain restrictions on our ability
to transfer our interest in UBC.

Channel Distribution Agreements

          Please see "Item 7. Major Shareholder and Related Party Transactions
-- 7.B. Related Party Transactions -- Channel Distribution Agreements" for a
summary of the Channel Distribution Agreement dated June 18, 1998, between
MultiChoice Africa (Proprietary) Limited and Electronic Media Network Limited,
and the Analogue Agreement dated March 31, 1995, between MultiChoice Africa
(Proprietary) Limited and Electronic Media Network Limited.

SpyGlass Merger Agreement

          The Agreement and Plan of Merger and Reorganization dated March 26,
2000 among OpenTV Corp., Sonnet Acquisition Corp.and SpyGlass, Inc. governed
the terms of OpenTV's acquisition of SpyGlass, Inc. Under the terms of the
agreement, OpenTV acquired all of SpyGlass's outstanding stock in a tax-free,
stock-for-stock transaction. SpyGlass stockholders received 0.7236 OpenTV
Class A Ordinary Shares in exchange for each share of SpyGlass common stock.
The cost of the acquisition was approximately $2.1 billion.

                                      70
<PAGE>


ABSA Bank Loan Facilities Agreement

          The Amendment Agreement dated March 30, 2001, among MIH Limited,
Villiers Securities Limited and ABSA Bank Limited, in respect of the
Facilities Agreement dated December 10, 1999, between MIH Limited and ABSA
Bank, as amended by a Side Letter, dated April 20, 2000, between ABSA Bank
Limited, MIH Limited and Villiers Securities Limited, sets forth the
arrangements under with ABSA Bank Limited provides us with loan facilities in
aggregate principal amount of up to US$115,000,000. The facilities include a
US$100,000,000 revolving loan facility and a US$15,000,000 multi-currency
guarantee facility. The loan facilities are available until March 30, 2004.
Amounts drawn under the loan facilities bear interest at a rate per annum
equal to 2% plus the London interbank market rate. Certain of our subsidiaries
have guaranteed the loan facilities. Our obligations and those of such
guarantors under the loan facilities are secured by equity interests in, and
debt we hold of, certain of our subsidiaries.

NetMed Share Subscription Agreement

          The Share Subscription Agreement dated August 11, 2000, among Myriad
International Holdings BV, Global Capital Investors II LP and NetMed BV, sets
forth the terms of the transaction under which Global Capital Investors II LP,
an investment fund managed by Global Finance SA, acquired its minority
interest in NetMed NV. As a result of this transaction, and certain other
transactions which preceded the closing, we increased our interest in the
issued shares in the capital of NetMed NV from 52% to 88.6% and Global Capital
Investors II LP became the new minority interest holder with 11.4%.


10.D. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

          There are no material British Virgin Islands laws which impose
foreign exchange controls on the Company or that affect the payment of
dividends, interest, or other payments to non-resident holders of the
Company's securities. British Virgin Islands law and the Company's Memorandum
and Articles of Association impose no limitations on the right of non-resident
or foreign owners to hold or vote the Class A Ordinary Shares.

          Our South African subsidiaries are subject to significant
restrictions on their ability to remit funds outside of South Africa. South
African exchange control regulations provide for a common monetary area
consisting of South Africa, Lesotho, Namibia and Swaziland. Transactions
between South African residents and residents of countries outside the common
monetary area are subject to South African exchange control regulations. South
African residents, including companies, are generally not permitted to export
capital from South Africa or to hold foreign currency without the approval of
The South African Reserve Bank, and restrictions are imposed on their foreign
investments. In addition, South African companies are generally required to
repatriate to South Africa those profits of foreign operations which are not
required to fund their ongoing business operations. While these restrictions
have been liberalized in recent years, a South African company's ability to
raise and deploy capital outside South Africa remains subject to significant
restrictions. These exchange control regulations effectively prevent us from
receiving distributions from our South African subsidiaries.

10.E. TAX

          Under the International Business Companies Act of the British Virgin
Islands as currently in effect, a holder of ordinary shares who is not a
resident of the British Virgin Islands is exempt from British Virgin Islands
income tax on dividends paid with respect to the ordinary shares and all
holders of ordinary shares are not liable to the British Virgin Islands for
income tax on gains realized during that year on sale or disposal of such
shares. The British Virgin Islands does not impose a withholding tax on
dividends paid by a company incorporated under the International Business
Companies Act.

          There are no capital gains, gift or inheritance taxes levied by the
British Virgin Islands on companies incorporated under the International
Business Companies Act. In addition, the ordinary shares are not subject to
transfer taxes, stamp duties or similar charges.

There is no income tax treaty or convention currently in effect between the
United States and the British Virgin Islands.

10. H. DOCUMENTS ON DISPLAY

          The documents that are exhibits to this annual report may be
obtained through the Securities and Exchange Commission on its web site or may
be read at its public reference facilities.

                                      71

<PAGE>


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          We are exposed to market risks, including interest rate and foreign
currency exchange rate risk associated with underlying assets, liabilities and
anticipated transactions. Following evaluation of these exposures, we
selectively enter into derivative financial instruments to manage the related
risk exposures pursuant to our policies in areas such as counter party
exposure and hedging practices. These policies have been approved by our
senior management and we do not hold or issue derivative financial instruments
for trading or speculative purposes.

          The following discussion and analysis, which constitute
"forward-looking statements" that involve risk and uncertainties, summarize
our market-sensitive financial instruments including their fair value,
maturity and contract terms. The discussion addresses market risk only and
does not address other risks which we face in the normal course of business,
including country risk, credit risk and legal risk.

INTEREST RATE SENSITIVITY

          We generally do not undertake any specific actions to cover our
exposure to interest rate risk and at March 31, 2001, we were not party to any
interest rate risk management transactions. At March 31, 2001, our assets only
included certain short-term fixed or variable rate instruments. The fair value
of these instruments would not change significantly as a result of changes in
interest rates as a result of their short-term nature and variable interest
rates, respectively. At March 31, 2001, the fair value of our U.S.
dollar-denominated capital lease liabilities was estimated at $229.3 million.
Assuming an increase of 1.5 percentage points on the weighted average interest
rate, the fair value of the capital lease liabilities would be approximately
$12.8 million lower than the fair value at March 31, 2001. A similar increase
in the interest rate on other long-term debt has no material impact on the
fair value.

          The company's portfolio of equity securities included a minority
equity investment in a United Kingdom company, which is traded on the London
and EASDAQ stock exchanges. In connection with this investment the company
recognized a loss of $27.9 million of which $19.1 million is unrealized
(included in "Loss on marketable securities" in the consolidated Statement of
Operations). Subsequent to year-end the company has liquidated its entire
investment in this company. The company's portfolio of equity securities also
included investment in a number of privately held companies, many of which can
still be considered to be in the start-up or development stages. These
investments are inherently risky as the market for the technologies or
products they have under development may never materialize. During fiscal 2001
the Company wrote of $15 million (included in "Loss on marketable securities"
in the consolidated Statement of Operations) in respect of such investments.

FOREIGN CURRENCY MANAGEMENT

          Our functional currencies are generally the local currencies of the
countries in which we operate. All transactions in currencies other than the
given functional currency are recorded at the rate of exchange of the
transaction or, if hedged forward, at the rate of exchange under the related
forward exchange contract. Any resulting exchange differences are included in
current results. The cumulative translation effects of translating the
financial statements of operations using functional currencies other than the
U.S. dollar to the reporting currency are included in the foreign currency
translation adjustment in shareholders' equity and are only included in net
earnings upon sale or liquidation of the underlying investments.

          A number of our subsidiaries use foreign currency forward exchange
contracts, which typically expire within one year, to hedge a substantial
portion of their currency risks arising from payments of foreign currencies
related to the purchase of goods and services in currencies other than their
functional currency. Realized gains and losses on these contracts are
recognized in the same period as the hedged transactions are included in
earnings. Our subsidiaries and we had foreign exchange forward contracts on
hand at March 31, 2001, hedging South African rand and Greek drachma against
the U.S. dollar. We do not currently hold or issue derivative financial or
interest rate instruments for trading purposes, but intend to continue to use
forward exchange contracts to limit our exposure to expected depreciation of
some of our functional currencies relative to foreign currencies in which we
incur a significant portion of our cost.

          Our forward exchange contracts are primarily to hedge the South
African rand and Greek drachma against the U.S. dollar. During the year ended
March 31, 2001, the value of the U.S. dollar increased against the South
African rand by approximately 22.34% and the Greek drachma by approximately
12.07%. The cost of our foreign currency commitments was approximately $4.8
million more during this period as a result of forward currency contracts
entered into, measured as the difference between the spot rate and the
contract rate at the contract due date.

          During the year ended March 31, 2000, the value of the U.S. dollar
increased against the South African

                                      72

<PAGE>


rand by approximately 5.9% and the Greek drachma by approximately 7.9%. The
cost of our foreign currency commitments was approximately $2 million more
during this period as a result of forward currency contracts entered into,
measured as the difference between the spot rate and the contract rate at the
contract due date.

          At March 31, 2001, our net monetary liability position in U.S.
dollars subject to risk of foreign currency exchange rate fluctuations
amounted to $129 million. The exposure amount primarily reflects U.S.
dollar-denominated debt relating to capital lease commitments and program and
film rights. The aggregate hypothetical loss in earnings on an annual basis
that would result from a hypothetical appreciation of 10% of the U.S. dollar,
European currency unit and Netherlands guilder against the South African rand
and Greek drachma is estimated to be $14.9 million. Our exposure to other
changes in currencies other than the U.S. dollar would not be material.

Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART II

ITEM 13. DEFAULTS,  DIVIDEND ARREARAGES AND DELINQUENCIES

          None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

None

PART III

ITEM 17.  FINANCIAL STATEMENTS

Not applicable

ITEM 18. FINANCIAL STATEMENTS

          See "Index to Financial Statements" on page F-1 for a list of the
financial statements and reports thereon by independent public accountants
which are hereby incorporated by reference.

ITEM 19. EXHIBITS

Exhibit No.         Description

1.1                 Memorandum of Association of MIH Limited.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 3.1 to the Company's registration statement on
                    Form F-1 (No. 333-74227).

1.2                 Articles of Association of MIH Limited.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 3.2 to the Company's registration statement on
                    Form F-1 (No. 333-74227).

3.1                 Voting Pool Agreement dated March 17, 2000 between Naspers
                    Limited and MIH Limited.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 10.14 to the Company's registration statement
                    on Form F-1 (No. 333-32736).

4.1                 Shareholders' Agreement dated June 22, 1993 among
                    Johannesburg Consolidated Investment Company, Limited, JCI
                    (Isle of Man) Limited, Electronic Media Network Limited,
                    M-Net (BVI) Limited and M-Net International Holdings
                    Limited, as amended.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 10.12 to the Company's registration statement
                    on Form F-1 (No. 333-74227).

4.2 *               Shareholders' Agreement dated February 16, 1998
                    among Telecom Holding Company Limited, Shinawatra Computer
                    and Communications Public Company Limited, MIH Limited and
                    International Broadcasting Corporation Public Company
                    Limited, as supplemented by the Supplementary
                    Shareholders' Agreement dated May 20, 1998 and as amended
                    by the Amendment to Shareholders' Agreement dated
                    September 25, 1998.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 10.3 to the Company's registration statement on
                    Form F-1 (No. 333-74227).

4.3 *               Channel Distribution Agreement dated June 18, 1998
                    between MultiChoice Africa (Proprietary) Limited and
                    Electronic Media Network Limited.

                                      73

<PAGE>

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 10.6 to the Company's registration statement on
                    Form F-1 (No. 333-74227).

4.4 *               Analogue Agreement dated March 31, 1995 between
                    MultiChoice Africa (Proprietary) Limited and Electronic
                    Media Network Limited.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 10.7 to the Company's registration statement on
                    Form F-1 (No. 333-74227).

4.5                 Agreement and Plan of Merger and Reorganization dated
                    March 26, 2000 among OpenTV Corp., Sonnet Acquisition
                    Corp.and SpyGlass, Inc.

                    Incorporated by reference to the exhibit previously filed
                    as exhibit 2.1 to the Company's registration statement on
                    Form F-1 (No. 333-32736).

4.6 *               Amendment Agreement dated March 30, 2001, among MIH
                    Limited, Villiers Securities Limited and ABSA Bank Limited,
                    in respect of the Facilities Agreement dated December 10,
                    1999, between MIH Limited and ABSA Bank, as amended by a
                    Side Letter, dated April 20, 2000, between ABSA Bank
                    Limited, MIH Limited and Villiers Securities Limited.

                    Filed herewith.

4.7                 Share Subscription Agreement dated August 11, 2000,
                    among Myriad International Holdings BV, Global Capital
                    Investors II LP and NetMed BV.

                    Filed herewith.

8                   Certain MIH Limited Subsidiary Companies.

                    Filed herewith.

*    Indicates that portions of the exhibit have been omitted pursuant to a
     request for confidential treatment and that such portions have been filed
     separately with the Securities and Exchange Commission.


                                      74

<PAGE>


                                  SIGNATURES

         The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

                                         MIH LIMITED


                                         By: /s/ Jacobus D.T. Stofberg
                                             ------------------------------
                                             Name:  Jacobus D.T. Stofberg
                                             Title: Chief Executive Officer


                                         By: /s/ Stephen F. Ward
                                             ------------------------------
                                             Name:  Stephen F. Ward
                                             Title: Chief Financial Officer



Date: October 1, 2001

                                      75

<PAGE>

                       INDEX TO FINANCIAL STATEMENTS

MIH LIMITED AND SUBSIDIARIES                                              PAGE
CONSOLIDATED FINANCIAL STATEMENTS

Report of the Independent Accountants......................................F-2
Consolidated Balance Sheets as of March 31, 2001 and 2000..................F-3
Consolidated Statements of Operations for the years
     ended March 31, 2001, 2000 and 1999...................................F-4
Consolidated Statements of Cash Flow for the years
     ended March 31, 2001, 2000 and 1999...................................F-5
Consolidated Statement of Changes in Shareholders' Equity for
     the years ended March 31, 2001, 2000 and 1999.........................F-6
Notes to the Consolidated Financial Statements.............................F-7

UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants.........................................F-57
Consolidated Balance Sheets as of December 31, 2000 and 1999..............F-58
Consolidated Statements of Operations for the years
     ended December 31, 2000, 1999 and 1998...............................F-59
Consolidated Statements of Cash Flow for the years
     ended December  31, 2000, 1999 and 1998..............................F-60
Consolidated Statements of Changes in Shareholders'
     Equity for the years ended December 31, 2000, 1999 and 1998..........F-61
Notes to the Consolidated Financial Statements............................F-62

                                     F-1

<PAGE>


REPORT OF THE INDEPENDENT ACCOUNTANTS
TO THE DIRECTORS AND SHAREHOLDERS OF MIH LIMITED

We have audited the accompanying consolidated balance sheets of MIH Limited
and subsidiaries as of March 31, 2001 and 2000, and the related
consolidated statements of operations, cash flow and changes in
shareholders' equity for each of the three years in the period ended March
31, 2001. These consolidated financial statements are the responsibility of
MIH Limited's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of MIH
Limited and subsidiaries as of March 31, 2001 and 2000, and the
consolidated results of their operations, cash flow and changes in
shareholders' equity for each of the three years in the period ended March
31, 2001, in conformity with International Accounting Standards.

As described in note 2(x), the accompanying Consolidated Balance Sheet as
of March 31, 2000 has been restated to reflect a change in the method of
accounting for program and film rights.

International Accounting Standards vary in certain significant respects
from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the
determination of consolidated results for each of the three years in the
period ended March 31, 2001 and shareholders' equity as of March 2001 and
2000 to the extent summarized in Note 38 to the consolidated financial
statements.

PRICEWATERHOUSECOOPERS INC.
Chartered Accountants (SA)
Registered Accountants and Auditors

Johannesburg
Republic of South Africa
July 4, 2001


                                     F-2

<PAGE>


CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

(in thousands of US dollars)                                               NOTES             2001         2000
                                ASSETS
<S>                                                                        <C>       <C>           <C>
CURRENT ASSETS
   Cash and cash equivalents                                                         $    329,686  $   180,009
   Short-term marketable debt and equity securities                            4           59,391      104,584
   Accounts receivable, net                                                    5           62,639       59,642
   Other receivables                                                           6           52,143       39,928
   Program and film rights                                                     7           34,412       28,372
   Amounts owing by related parties                                           16              957           85
   Inventories, net                                                            8           22,886       17,222
                                                                                     ------------  -----------
       Total current assets                                                               562,114      429,842
                                                                                     ------------  -----------
NON-CURRENT ASSETS
   Property and equipment, net                                                10          266,956      213,853
   Intangible assets, net                                                     11          938,898      206,884
   Equity accounted investments                                               13           42,684       69,875
   Long-term private equity investments                                                    29,260       12,970
   Long-term marketable debt and equity securities                             4           44,633       14,255
   Program and film rights                                                     7           45,160       48,876
                                                                                     ------------  -----------
       Total non-current assets                                                         1,367,591      566,713
                                                                                     ------------  -----------
       TOTAL ASSETS                                                                  $  1,929,705  $   996,555
                                                                                     ============  ===========

                             LIABILITIES

CURRENT LIABILITIES
   Bank overdrafts and short-term loans                                              $     71,313  $    47,638
   Current portion of transponder and other leases                            14           19,292       16,010
   Current portion of program and film rights                                 14           32,941       30,416
   Accounts payable                                                                        51,841       59,979
   Accrued expenses and other current liabilities                             15          163,619      129,661
   Amounts owing to related parties                                           16           17,509       20,448
   Provisions                                                                 17            8,630       19,637
                                                                                     ------------  -----------
       Total current liabilities                                                          365,145      323,789
                                                                                     ------------  -----------

NON-CURRENT LIABILITIES
   Transponder and other leases                                               14          209,967      165,541
   Long-term debt - other                                                     14           20,123       20,575
   Program and film rights                                                    14           37,315       39,644
   Deferred tax                                                               18               89          209
                                                                                     ------------  -----------
       Total non-current liabilities                                                      267,494      225,969
                                                                                     ------------  -----------
       TOTAL LIABILITIES                                                                  632,639      549,758
                                                                                     ------------  -----------

Minority interest                                                                         611,736       82,115
Commitments and contingencies                                                 31                -            -

                         SHAREHOLDERS' EQUITY
Share capital                                                                 19
   Class A Ordinary Shares of no par value:
       Authorized: 2001 and 2000; 103,468,878
       Issued: 2001: 28,435,226 and 2000: 22,464,456                                      510,465      331,550
   Class B Ordinary Shares of no par value:
       Authorized: 2001 and 2000: 55,920,509
       Issued: 2001 and 2000: 30,787,319                                                  475,566      475,566

Accumulated loss                                                                         (244,665)    (399,410)
Foreign currency translation adjustment                                                   (56,036)     (43,024)
                                                                                     ------------  -----------
       TOTAL SHAREHOLDERS' EQUITY                                                         685,330      364,682
                                                                                     ------------  -----------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $  1,929,705  $   996,555
                                                                                     ============  ===========

The accompanying notes are an integral part of these consolidated financial
statements
</TABLE>

                                     F-3

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
(in thousands of US dollars,
except per share and share amounts)                                      NOTES        2001            2000               1999
<S>                                                                      <C>      <C>            <C>               <C>
NET REVENUES                                                               20     $   773,568    $   723,409       $   607,855
OPERATING EXPENSES:
  Cost of providing services                                               20        (428,922)      (435,594)        (390,492)
  Selling, general and administrative                                                (390,096)      (283,973)        (203,751)
  Depreciation and amortization                                                      (202,800)       (74,010)         (51,390)
                                                                                   ----------     ----------       ----------
Total operating expenses                                                           (1,021,818)      (793,577)        (645,633)
                                                                                   ----------     ----------       ----------
Operating loss                                                                       (248,250)       (70,168)         (37,778)
Financial results, net                                                     22          (8,299)       (15,856)          (9,078)
Loss on marketable securities                                              32         (42,926)            -                -
Equity results in joint ventures                                                      (74,022)       (39,458)         (41,219)
Equity results in associates                                                           (1,695)        (2,163)          (2,053)
Profit on sale of associate                                                                -          15,199               -
Profit on sale of interests in subsidiaries and joint venture, net         23         429,227         98,972           31,093
                                                                                   ----------     ----------        ---------
Profit/(loss) before tax                                                               54,035        (13,474)         (59,035)
Income tax                                                                 24          (6,747)          (634)            (309)
                                                                                   ----------     ----------        ---------
Profit/(loss) after tax                                                                47,288        (14,108)         (59,344)
Minority interest                                                                     104,944          4,962              371
                                                                                   ----------     ----------        ---------
Profit/(loss) from continuing operations                                              152,232         (9,146)         (58,973)
Loss from discontinuing operations                                                         -          (3,813)          (9,866)
Loss arising on discontinuing operations                                                   -          (4,065)              -
                                                                                   ----------     ----------        ---------
                    Net profit/(loss)                                             $   152,232    $   (17,024)      $  (68,839)
                                                                                   ----------     ----------        ---------
Per share amounts:                                                         25

  Profit/(loss) from continuing operations
                    Basic                                                         $     2.75     $    (0.18)       $   (1.54)
                    Diluted                                                       $     2.69     $    (0.18)       $   (1.54)

  Net profit/(loss)
                    Basic                                                         $     2.75     $    (0.34)       $   (1.80)
                    Diluted                                                       $     2.69     $    (0.34)       $   (1.80)
Shares used to compute per share amounts

  Basic                                                                           55,414,252     50,790,662       38,235,000
  Diluted                                                                         56,537,850     50,790,662       38,235,000
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements


                                      F-4

<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
(in thousands of US dollars)                                               NOTES        2001            2000            1999
<S>                                                                        <C>       <C>           <C>              <C>
Cash flows from operating activities
Profit/(loss) before tax                                                             $ 54,035      $ (13,474)       $ (59,035)
Adjustments to reconcile profit/(loss) before tax to cash
(used in)/generated from operations
    Non-cash and other                                                        26      (68,816)        51,044          104,513
    Working capital                                                           27      (49,567)        (3,523)         (49,031)
                                                                                   ----------      ---------       ----------
Cash (used in)/generated from operations                                              (64,348)        34,047           (3,553)

Tax paid                                                                               (6,653)        (1,630)          (5,755)
Used in discontinuing operations                                                           -          (7,878)          (9,866)
                                                                                   ----------     ----------       ----------
           Net cash (used in)/ from operating activities                              (71,001)        24,539          (19,174)
                                                                                   ----------      ---------       ----------
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired                             28       68,024        (22,248)         (13,245)
Disposal of subsidiaries, net of cash disposed                                29        4,625             -                -
Investment in associates/joint ventures                                               (19,159)       (61,062)         (76,214)
Net increase in other investments                                                     (46,405)       (26,035)          (4,704)
Purchase of property and equipment                                                    (36,631)       (25,494)         (11,352)
Purchase of intangible assets                                                          (9,682)            -                -
Proceeds on disposal of joint venture                                                      -           2,812               -
Proceeds on disposal of short-term marketable debt and equity securities               50,126             -                -
Increase in short-term marketable debt and equity securities                               -        (104,584)              -
Proceeds on sale of property and equipment                                              1,812          2,641            7,389
Interest received                                                                      29,214         13,726           10,328
Dividends received                                                                      2,649          1,939            2,573
                                                                                   ----------     ----------       ----------
           Net cash from/(used in) investing activities                                44,573       (218,305)         (85,225)
                                                                                   ----------     ----------       ----------
Cash flows from financing activities
Interest paid                                                                         (28,563)       (14,425)         (21,979)
Proceeds from issue of share capital, net                                             171,420        171,102               -
Proceeds on transfer of M-Net/SuperSport shares                                            -              -            22,243
Funds raised from outside shareholders                                                 27,156        204,449               -
Payments of long-term borrowings                                                           -              -           (29,070)
Capital element of finance leases repaid                                              (15,560)       (28,556)         (10,995)
Bank overdrafts and short-term loans raised/(repaid)                                   29,741         (8,467)          47,581
                                                                                   ----------     ----------       ----------
           Net cash from financing activities                                         184,194        324,103            7,780
                                                                                   ----------      ---------       ----------
Net increase/(decrease) in cash and cash equivalents                                  157,766        130,337          (96,619)
Cash and cash equivalents at beginning of the year                                    180,009         56,099          153,412
Translation adjustments on cash and cash equivalents                                   (8,089)        (6,427)            (694)
                                                                                   ----------     ----------       ----------
Cash and cash equivalents at end of the year                                      $   329,686    $   180,009      $    56,099
                                                                                   ==========     ==========       ==========
</TABLE>


The principal non-cash transactions relate to the acquisition of property and
equipment finance leases and the acquisition of interests in certain
subsidiaries and joint ventures through the issue of shares.

The accompanying notes are an integral part of these consolidated financial
statements

                                      F-5

<PAGE>



CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                  Foreign
                                                                                  currency
                                           Share capital          Accumulated    translation
(in thousands of US dollars)            Class A      Class B         loss         adjustments          Total
                                       ---------    ---------     ----------     ------------        ---------
<S>                                    <C>          <C>           <C>              <C>              <C>
At March 31, 1998                      $ 113,986    $ 475,566     $ (313,547)      $ (22,432)       $ 253,573
Net loss                                      -            -         (68,839)             -           (68,839)
Translation adjustment                        -            -              -           (8,051)          (8,051)
                                       ---------    ---------     ----------       ---------        ---------
At March 31, 1999                        113,986      475,566       (382,386)        (30,483)         176,683
Issue of share capital (see note 19)     266,835           -              -               -           266,835
Share issue expenses                     (16,728)          -              -               -           (16,728)
Treasury shares                          (32,543)          -              -               -           (32,543)
Net loss                                      -            -         (17,024)             -           (17,024)
Translation adjustmenT                        -            -              -          (12,541)         (12,541)
                                       ---------    ---------     ----------       ---------         --------
At March 31, 2000                        331,550      475,566       (399,410)        (43,024)         364,682

Issue of share capital (see note 19)     206,965           -              -               -           206,965
Share issue expenses                      (9,025)          -              -               -            (9,025)
Treasury shares                          (19,025)          -              -               -           (19,025)
Net profit                                    -            -         152,232              -           152,232
Capital injection by minorities               -            -           2,513              -             2,513
Translation adjustment                        -            -              -          (13,012)         (13,012)
                                       ---------    ---------     ----------       ---------        ---------
At March 31, 2001                      $ 510,465    $ 475,566     $ (244,665)      $ (56,036)       $ 685,330
                                       =========    =========     ==========       =========        =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements


                                      F-6


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   Nature of operations

     MIH Limited (MIHL) was incorporated on July 26, 1991 under the laws of
     the British Virgin Islands. The principal activities of MIHL and its
     operating subsidiaries (collectively, the Company) are the operation
     of subscriber platforms and the provision of software solutions. These
     activities are conducted through subsidiaries, joint ventures and
     associates primarily in Africa, the Middle East, Greece, Cyprus,
     Thailand, China, Indonesia, the Netherlands and the United States of
     America.

2.   Principal accounting policies and reporting currency

     The consolidated financial statements of the Company have been
     prepared in accordance with International Accounting Standards (IAS)
     issued by the International Accounting Standards Board. The financial
     statements have been prepared on the historical cost basis.

     The Company has adopted the US dollar as its reporting currency.
     Notwithstanding the US dollar reporting currency, the Company measures
     separately the transactions of each of its material operations using
     the particular currency of the primary economic environment in which
     the operation conducts its business (its functional currency).

     The financial statements have been translated from functional
     currencies to the reporting currency by translating assets and
     liabilities, both monetary and non-monetary, at closing rates at each
     balance sheet date. Income and expense items are translated at
     exchange rates at the dates of the transactions or at average rates.
     All resulting exchange differences are included in equity.

     Preparation of the consolidated financial statements in conformity
     with IAS requires management to make estimates and assumptions that
     affect the reported amounts of assets and liabilities and disclosure
     of contingent assets and liabilities at the date of the financial
     statements and the reported amounts of revenue and expenses during the
     reporting period. Actual results could differ from those estimates.

     The following are the principle accounting policies used by the
     Company, which, except as disclosed in note 2(x), are consistent with
     those of the previous year:

     (a)  Basis of consolidation

          Subsidiaries

          Subsidiaries, which are those companies in which the Company
          directly or indirectly, has an interest of more than one half of
          the voting rights or otherwise has power to exercise control over
          the operations, have been consolidated. Newly-acquired companies
          are consolidated from the effective date of acquisition.
          Similarly, the results of a subsidiary divested during an
          accounting period are included in the Company accounts only to
          the date of disposal.

          All inter-company transactions are eliminated as part of the
          consolidation process and the interests of the minority
          shareholders in the consolidated equity and in the consolidated
          results of the Company are shown separately in the Consolidated
          Balance Sheets and Consolidated Statements of Operations. Where
          the losses applicable to the minority shareholders in a
          consolidated subsidiary exceed their interest in that subsidiary,
          the excess, and any further losses applicable to them, are
          recognized by the Company except to the extent that the minority
          shareholders have a binding obligation and are able to make good
          the losses. If the subsidiary subsequently reports profits, the
          Company recognizes all such profits until the minority
          shareholders' share of losses previously absorbed by the Company
          has been recovered.

          Acquisitions of companies are accounted for using the purchase
          method. The excess of the purchase price over the fair value of
          assets acquired less the liabilities assumed of the acquired
          company, is allocated to identifiable tangible and intangible
          assets and goodwill, and amortized over the period that the
          Company expects to derive benefits from these assets.

          Joint ventures

          Companies in which the Company has joint control are accounted
          for using the equity method with the Company's share of profits
          and losses included in the Consolidated Statements of Operations.
          The Company's share of post-acquisition retained profits/losses
          is added to/deducted from the cost of the investments in joint
          ventures the Consolidated Balance Sheets.

          Associates

          Companies over which the Company has significant influence are
          accounted for using the equity method with the Company's share of
          profits and losses included in the Consolidated Statements of
          Operations. The Company's share of post-acquisition retained
          profits/losses is added to/deducted from the cost of the
          investments in associates in the Consolidated Balance Sheets.

          Investments

          Long-term private equity investments are stated at cost, as the
          Company does not have the ability to exercise significant
          influence over their operations. The carrying value of these
          investments is reviewed periodically when events and
          circumstances warrant such a review. When the carrying value is
          considered permanently impaired, a loss is recognized in the
          Consolidated Statements of Operations based on the amount by
          which the carrying value exceeds the fair value of the asset.
          Marketable debt and equity securities are stated at market value,
          calculated by reference to a stock exchange quoted selling price
          at the close of business on the balance sheet date.
          Increases/decreases in the carrying amount of marketable debt and
          equity securities are credited/charged to the Consolidated
          Statements of Operations.


                                      F-7

<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

2.   Principal accounting policies and reporting currency (continued)

     (b)  Foreign currencies

          Individual companies' transactions in currencies other than their
          functional currency are recorded at the rate of exchange at the
          date of the transaction. Monetary assets and liabilities in
          currencies other than their functional currency are translated at
          year-end rates. Any resulting exchange differences are reflected
          in the Consolidated Statements of Operations. Exchange gains and
          losses relating to hedge transactions are recognized in the
          Consolidated Statements of Operations in the same period as the
          exchange differences on the items covered by the hedge
          transactions. Costs on such contracts are amortized over the life
          of the hedge contract.

          On consolidation, assets and liabilities of subsidiaries
          denominated in foreign currencies are translated at year-end
          rates. Income and expense items are translated using the annual
          weighted average rates of exchange or, where known or
          determinable, at the rate on the date of the transaction for
          significant items.

          Adjustments arising from translation are recorded in
          shareholders' equity and are reflected in the Consolidated
          Statements of Operations only upon sale or liquidation of the
          underlying investments.

     (c)  Cash and cash equivalents

          Cash and cash equivalents represent cash and short-term liquid
          investments with maturities of three months or less at the date
          of purchase.

     (d)  Trade accounts receivable

          Trade accounts receivable are stated at estimated realizable
          values after deduction of an allowance for doubtful accounts that
          is considered by management to be sufficient to meet probable
          future losses related to uncollectable amounts. Bad debts are
          written off during the year that they are identified.

     (e)  Inventories

          Inventories, consisting primarily of set-top boxes and associated
          components, are stated at the lower of cost or net realizable
          value. Cost is generally determined on the first-in first-out
          basis. Net realizable value is the estimate of the selling price
          in the ordinary course of business, less costs of completion and
          selling expenses. When necessary, provision is made for obsolete,
          slow-moving and/or defective inventories.

     (f)  Property and equipment

          Property and equipment are stated at historical cost less
          accumulated depreciation. Depreciation is charged on a
          straight-line basis over the estimated useful lives of the
          respective assets, based on the following useful lives:

                                                              Years

          Buildings                                               30
          Machinery, furniture and equipment                  4 - 10
          Transponders and transmitters                      10 - 12
          Set-top boxes                                            2

          Land is not depreciated. Improvements to leasehold properties are
          amortized over the period of their respective leases.

          Major additions and improvements are capitalized, while
          replacements, maintenance and repairs that do not improve or
          extend the life of the assets are charged to the Consolidated
          Statements of Operations. Fully depreciated assets are retained
          in property and equipment and depreciation accounts until they
          are removed from service. In the case of disposals, assets and
          related depreciation are removed from the accounts, and the net
          amount, less proceeds from disposal, is charged or credited to
          the Consolidated Statements of Operations.

     (g)  Intangible assets

          Intangible assets are stated at historical cost less accumulated
          amortization. Amortization of intangible assets and intellectual
          property rights is charged on a straight-line basis over the
          period of expected benefit, which is between three and five
          years. Goodwill is amortized on a straight-line basis over the
          period of the expected benefit, which is between three and five
          years.

     (h)  Leases

          Leases of property and equipment where the Company assumes
          substantially all the benefits and risks of ownership are
          classified as finance leases. Finance leases are capitalized at
          the estimated present value of the underlying lease payments. The
          corresponding rental obligations, net of finance charges, are
          included in other long-term debt. The interest element of the
          lease payment is charged to the Consolidated Statements of
          Operations over the lease period. The property and equipment
          acquired under finance leasing contracts are depreciated over the
          useful life of the assets. Lease of assets under which all the
          risks and benefits of ownership are effectively retained by the
          lessor are classified as operating leases. Payments made under
          operating leases are charged to the Consolidated Statements of
          Operations on a straight-line basis over the period of the lease.


                                      F-8

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

2.   Principal accounting policies and reporting currency (continued)

     (i)  Impairment of assets

          The Company periodically evaluates the carrying value of assets
          to be held and used, including intangible assets, when events and
          circumstances indicate that the carrying value may not be
          recoverable. Factors that the Company considers important, which
          could trigger an impairment review include, but are not limited
          to, significant under-performance relative to expected historical
          or projected future operating results, significant changes in the
          manner of use of the acquired assets or the strategy for the
          company's overall business, significant negative industry or
          economic trends, a significant decline in the company's share
          price for a sustained period and the company's market
          capitalization relative to its net book value. The carrying value
          of an asset is considered impaired when the anticipated
          discounted cash flows from such an asset are separately
          identifiable and are less than its carrying value. In that event,
          a loss is recognized based on the amount by which the carrying
          value exceeds the fair market value of the asset. Fair market
          value is determined primarily using anticipated cash flows
          discounted at a rate commensurate with the risk involved. Assets
          to be disposed of are recorded at fair market value, reduced by
          the estimated costs to dispose of the asset.

     (j)  Program and film rights

          Film rights are stated at acquisition cost less accumulated
          depreciation. Licenses are recorded as assets and liabilities for
          rights acquired and obligations incurred under license agreements
          when the license period begins and the cost of each program is
          known or reasonably determinable (refer note 2(x) below). Sports
          rights are written off upon showing the event and general
          entertainment and films are amortized on a straight-line basis
          over the period of the license or based on showings where the
          number of showings is limited. Amortization of program and film
          rights is included in the cost of providing services. The costs
          of in-house programs are expensed as incurred.

     (k)  Tax

          Provision is made for all taxes payable in respect of taxable
          profits earned in the year. The Company also provides at current
          rates, using the liability method, for all temporary differences
          arising between the tax bases of assets and liabilities and their
          carrying values for financial reporting purposes. No deferred tax
          is provided for in respect of temporary differences that are
          anticipated to reverse within the carry-forward period of tax
          losses.

     (l)  Provisions

          Provisions are recognized when the Company has a present legal or
          constructive obligation as a result of past events and it is
          probable that an outflow of resources will be required to settle
          the obligation, and a reliable estimate of the amount of the
          obligation can be made.

     (m)  Minority interest

          The interest of third parties in subsidiaries is accounted for on
          the basis of their share in the underlying equity of the
          subsidiaries.

     (n)  Revenue recognition

          The Company generates revenue from subscription fees, set-top box
          sales and rentals, software sales, technology licensing,
          advertising and the performance of maintenance, consulting,
          e-commerce and other services, net of sales taxes and discounts.
          Subscription fees are earned over the period of providing
          services. Set-top box sales, technology licensing and other
          services are recorded upon delivery of products and customer
          acceptance, if any, or performance of services. Advertising
          revenue is recognized upon showing over the period of the
          advertising contract.

          For contracts with multiple obligations (e.g. sales and
          maintenance of software and other services), and for which
          vendor-specific objective evidence of fair value for the
          undelivered elements exists, revenues from product licenses are
          recognized when delivery has occurred, collection of the
          receivables is probable, the fee is fixed or determinable and
          objective evidence exists to allocate the total fee to all
          delivered and undelivered elements of the arrangement. Generally,
          the Company has vendor-specific objective evidence of the fair
          value of the maintenance element of software arrangements based
          on the renewal rates for maintenance in future years as specified
          in the contracts. In such cases, the maintenance revenue is
          deferred at the outset of the arrangement and is recognized
          rateably over the period during which the maintenance is to be
          provided, which generally commences on the date that the software
          is delivered. Vendor- specific objective evidence of fair value
          for the service element is determined based on the price charged
          when those services are sold separately. The Company recognizes
          revenue allocated to maintenance and support fees, for ongoing
          customer support and product updates rateably over the period of
          the relevant contracts. Payments for maintenance and support fees
          are generally made in advance and are non-refundable. For revenue
          allocated to consulting services and for consulting services sold
          separately, the Company recognizes revenue as the related
          services are performed. Maintenance and consulting services
          revenues are included in services and other revenue.


                                      F-9


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

2.   Principal accounting policies and reporting currency (continued)

     (n)  Revenue recognition (continued)

          For product licenses sold with integration services, the Company
          recognizes revenue based on the completed contract method.
          Revenue from software development contracts of less than six
          months' duration is recognized based on the completed contract
          method and for longer-term contracts generally on the percentage
          of completion method. Under the percentage of completion method
          the extent of progress towards completion is measured based on
          actual costs incurred to total estimated costs. Provisions for
          estimated losses on uncompleted contracts are made in the period
          in which estimated losses are determined. Revenues from
          integration services and software development contracts are
          included in services and other revenue.

          Revenues from professional services agreements are recognized on
          the percentage of completion method based on the hours incurred
          relative to total estimated hours for fixed bid contracts or
          based on the hours incurred multiplied by the hourly rate for
          time and material engagements.

          The Company enters into arrangements with network operators
          whereby application software is licensed to network operators in
          exchange for a percentage of the subscription revenue they earn
          from their customers. Where all of the software under the
          arrangement has been delivered, the revenue is recognized as the
          network operator reports to the Company its revenue share, which
          is generally done on a quarterly basis. Under arrangements where
          the Company has committed to deliver unspecified future
          applications, the revenue earned on the delivered applications is
          recognized on a subscription basis over the term of the
          arrangement.

          Revenue from the sale of hardware components and manuals is
          recognized upon shipment and included in hardware and software
          sales.

     (o)  Pensions and other post-retirement benefits

          The Company has various post-retirement and pension plans in
          accordance with local conditions and practices in the countries
          in which it operates. The plans are predominately defined
          contribution plans. Current contributions to the pension funds
          operated for employees are charged to the Consolidated Statements
          of Operations as incurred.

     (p)  Research and development costs

          Research and development costs are expensed in the financial
          period during which they are incurred. Software development costs
          are capitalized beginning when a product's technological
          feasibility has been established and ending when a product is
          available for general release to customers.

     (q)  Marketing expenses

          Marketing expenses are expensed in the financial period in which
          they are incurred.

     (r)  Discontinuing operations

          A discontinuing operation results from the sale or abandonment of
          an operation that represents a separate, major line of business
          and of which the assets, net profits or losses and activities can
          be distinguished physically, operationally and for functional
          reporting purposes. The results of discontinuing operations up to
          the point of sale or abandonment, net of tax, are separately
          disclosed.

     (s)  Dividends

          Dividends proposed are payable when declared by the board of
          directors. Dividend income is recognized when the shareholders'
          right to receive payment is established.

     (t)  Financial instruments

          The Company enters into foreign currency exchange contracts in
          order to reduce the impact of certain foreign currency exchange
          rate fluctuations. Firmly committed transactions and the related
          receivable or payable may be hedged with forward exchange
          contracts. Any gains/losses are included in accrued
          assets/liabilities and are recognized in results when the
          transaction being hedged is recognized.

     (u)  Profit/loss per share

          Net profit/loss per share and profit/loss per share from
          continuing operations is based on net profit/loss and the
          profit/loss from continuing operations divided by the
          weighted-average number of shares outstanding during each period.

     (v)  Segmental reporting

          The primary segmental reporting has been prepared based on the
          Company's method of internal reporting, which disaggregates its
          business by service or product and includes all businesses over
          which the Company exercises control. The secondary segmental
          reporting has been prepared on a geographical basis.


                                      F-10

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

2.   Principal accounting policies and reporting currency (continued)

     (w)  Equity compensation

          The intrinsic value, defined as the market value of the share at
          grant date less the exercise price, is not recognized as a
          compensation expense over the vesting period of the related
          options or stock purchases.

     (x)  Comparatives

          Where necessary, comparative figures have been adjusted to
          conform with changes in presentation in the current year. In
          particular, the comparative Consolidated Balance Sheet amounts
          have been changed to exclude long-term sports rights for which
          the price changes depending on the league in which a sports team
          plays. Previously the estimated costs of these contract rights
          were capitalized. The cost was estimated based on the amount
          payable under the contract if the sports team remained in the
          same league for the duration of the contract. The asset and
          liability were adjusted if the team was promoted or relegated to
          a different league. Since the amount payable under the contract
          changes according to the league in which the sports team plays,
          the cost of these sports rights cannot be measured reliably at
          the inception of the contract as required to capitalize an
          intangible asset under IAS 38 "Intangible Assets". The Company
          therefore changed its method of accounting for these variable
          sports rights to report an expense upon showing or an asset and
          liability when the cost of each event is reliably determinable.

          This change did not have an effect on net income or shareholders'
          equity of the Company. Total assets and liabilities as of March
          31, 2000 relating to program and film rights each decreased by
          $80,344,000 comprising a decrease in current assets of $1,804,000
          and non- current assets of $78,540,000, and current liabilities
          by $3,165,000 and non-current liabilities of $77,179,000.

3.   Significant acquisitions and divestitures

          On March 26, 2000 OpenTV Corp. (OpenTV) signed a definitive
          agreement with SpyGlass, Inc. (SpyGlass) to acquire all of
          SpyGlass's outstanding common stock in a stock-for-stock
          transaction. The merger was consummated on July 24, 2000.
          SpyGlass shareholders received 0.7236 of OpenTV's Class A
          Ordinary Shares in exchange for each share of SpyGlass common
          stock, resulting in an aggregate of approximately 12.7 million
          Class A Ordinary Shares issuable in the transaction. OpenTV also
          reserved approximately 2.5 million additional Class A Ordinary
          Shares for issuance upon the exercise of stock options and
          warrants of SpyGlass that were assumed by OpenTV in the merger.
          The goodwill arising on this transaction amounted to $785.5
          million based on an appraisal, which will be amortized over its
          estimated useful life of five years. The issue of shares by
          OpenTV to acquire SpyGlass gave rise to a dilution gain of $393.7
          million in the Company's primary financial statements.

          During September 2000 the Company acquired an additional 365,460
          shares in OpenTV for a cash consideration of $19.4 million,
          giving rise to goodwill on acquisition of $13 million.

          In November 2000 OpenTV, Inc. acquired CableSoft Corporation in a
          stock-for-stock transaction in exchange for 1,429,564 OpenTV
          Class A Ordinary Shares. The value of these shares at the
          acquisition date was $36.5 million. In addition, certain
          CableSoft options in connection with the transaction were
          acquired, increasing the purchase consideration to $40 million.
          The purchase price, including expenses, has been allocated to
          intellectual property rights ($4.4 million) and goodwill ($35.6
          million), based upon an appraisal. The intangible assets are
          amortized over five years. The issue of shares by OpenTV to
          acquire CableSoft gave rise to a dilution gain of $6.6 million.

          In November 2000 OpenTV, Inc. established a co-owned venture with
          General Instrument Corporation (GIC) named SpyGlass Integration,
          Inc. for the purpose of providing integration, testing and
          development services to digital cable and satellite operators.
          OpenTV contributed 370,858 Class A Ordinary Shares for a 90%
          interest in the venture, which shares were then transferred to
          GIC in exchange for a three-year license of certain GIC patents
          on a royalty-free, world-wide, non-exclusive basis. This amount
          is included in intellectual property rights and is amortized over
          three years. The issue of shares by OpenTV to acquire SpyGlass
          Integration, Inc. gave rise to a dilution gain of $1.7 million.

          By virtue of the merger with SpyGlass, OpenTV acquired SpyGlass's
          entire interest in SpyGlass DSIC, Inc. known as "Acadia", a
          co-owned venture between SpyGlass and GIC. In accordance with the
          terms of the venture's operating agreement, the closing of the
          SpyGlass merger enabled GIC to exercise an option to purchase
          SpyGlass's interest in Acadia. GIC exercised this option, and
          during November 2000 a definitive stock purchase agreement was
          entered into with GIC providing for the sale of SpyGlass's
          interest in the venture to GIC for a purchase price of $4.6
          million. The sale was completed during January 2001.

          In February 2000 OpenTV entered into an agreement with EchoStar
          Communications Corporation (ECC), EchoStar Satellite Corporation
          and EchoStar Technologies Corporation (collectively "EchoStar")
          to develop a low-cost, hard-drive set-top box. OpenTV purchased
          from ECC 50% of the shares in OpenStar, a newly-formed subsidiary
          of ECC, in exchange for 2,252,252 OpenTV Class A Ordinary Shares
          and the contribution of certain OpenTV intellectual property to
          OpenStar. Those shares were released from escrow in December
          2000, when EchoStar had met certain milestones relating to the
          deployment of OpenTV enabled set-top boxes. The value recorded
          for those shares was the market price of Class A Ordinary Shares
          on the date the shares were released from escrow being $38
          million and was allocated to technology rights.


                                      F-11


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

3.   Significant acquisitions and divestitures (continued)

          During September 2000 the Company acquired the minority's
          interest in Mindport Holdings Limited and settled the purchase
          consideration of $24.2 million by exchanging OpenTV shares with a
          market value of $23.4 million and cash of $0.8 million. The
          transaction has been accounted for as a purchase and sale,
          resulting in goodwill on acquisition of $16.4 million and a
          dilution gain of $16.7 million.

          After giving effect to the above transactions, the Company
          continues to control 68.2% of the voting rights (41.6% economic
          interest) in respect of OpenTV's outstanding shares.

          During the financial year ended March 31, 2000 the Company
          acquired a 15.85% interest in M-Web Holdings Limited (M-Web). The
          Company increased its holding during the current year to 22.28%
          for a cash consideration of $6.6 million. The excess of the
          Company's equity investment over the fair value of the net assets
          acquired, amounting to $4.8 million, was allocated to goodwill,
          and is amortized over its estimated useful life of five years.

          In May 2000 the Company acquired a 10% interest in 21 Vianet,
          Inc. for a cash consideration of $6 million. This investment has
          been accounted for at cost as no significant influence is exerted
          by the Company.

          MultiChoice Cyprus Limited (MCC) was listed on the Cyprus Stock
          Exchange in July 2000. A total of 29,096,582 shares (38.38%) were
          offered to the public, resulting in a dilution in the Company's
          effective interest in MCC from 51% to 35.21%. The proceeds from
          the offering were $4.2 million. A profit on dilution of the
          Company's interest of $4.2 million has been recorded.

          Effective November 2000 the Company diluted its interest in
          NetMed NV from 100% to 88.81% through the issue of shares to
          Global Finance Investors II LP for $25 million cash. This
          transaction gave rise to a dilution gain of $23.8 million.

          In December 2000 Noochee Solutions Inc. (Noochee) contributed all
          Noochee's assets and certain of its liabilities to Mindport IBS
          Limited, a newly formed company, and the Company contributed all
          the Integrated Business Systems BV shares and $15 million cash to
          Mindport IBS Limited. As a result of the contributions the
          Company owns 70% and the former Noochee shareholders 30% of
          Mindport IBS Limited. The transaction was accounted for as a
          purchase under the rules of business combinations, with Noochee
          being the acquired entity. The fair values of the net assets
          acquired amounted to $15 million.

          In February 2001 the Company acquired an additional 4% interest
          in NetMed Hellas SA for $7.5 million, increasing its interest to
          100%. The purchase consideration was satisfied through the
          issuance of 459,770 MIHL shares (refer note 19). The purchase
          consideration has been allocated to goodwill.


                                      F-12


<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                             March 31,
                                                                    ------------------------
                                                                         2001         2000
                                                                     (thousands)  (thousands)
<S>                                                                 <C>           <C>
4.   Marketable debt and equity securities

     Short-term marketable debt and equity securities
     Marketable debt securities
       Commercial paper                                             $    20,480   $   52,855
       Corporate notes                                                   28,180        1,999
       Certificates of deposit                                            1,286           -
       U.S. Government securities                                         4,512           -
       Money market fund                                                     -        10,330
       Auction rate securities                                               -        39,400
                                                                    -----------   ----------
       Total marketable debt securities (due in one year or less)        54,458      104,584
                                                                    -----------   ----------

       Marketable equity securities                                      4,933            -
                                                                    -----------   ----------
     Total short-term marketable debt and equity securities        $     59,391   $  104,584
                                                                   ============   ==========

     Long-term marketable debt and equity securities
       Corporate notes                                             $     14,334   $    9,314
       U.S. Government securities                                        30,299        4,941
                                                                    -----------   ----------
     Total long-term marketable debt securities
       (due after one year)                                        $     44,633   $   14,255
                                                                   ============   ==========

     Total marketable debt and equity securities                   $    104,024   $  118,839
                                                                   ============   ==========

5.   Accounts receivable, net
     Trade accounts receivable                                     $     82,670   $  71,500
     Less: provision for doubtful accounts                              (20,031)    (11,858)
                                                                    -----------   ---------
                                                                   $     62,639   $  59,642
                                                                   ============   =========

     Included in accounts receivable are $49.2 million and
     $35.0 million at March 31, 2001 and March 31, 2000,
     respectively, pre-billed to customers and credit balances
     which have been recorded as deferred income (Note 15).

6.   Other receivables

     Payments and accrued income                                   $     17,653   $  13,911
     Other receivables                                                   34,490      26,017
                                                                    -----------   ---------
                                                                   $     52,143   $  39,928
                                                                   ============   =========
</TABLE>

                                      F-13

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                             March 31,
                                                                    ------------------------
                                                                         2001         2000
                                                                     (thousands)  (thousands)
<S>                                                                 <C>          <C>
7.   Program and film rights

     The following table sets forth the components
     of program and film rights, on a gross and net
     basis (refer note 2(x)):

     Cost
       Program and sports rights                                     $  105,198   $  101,751
       Film rights                                                        8,607        7,866
                                                                    -----------   ----------
                                                                        113,805      109,617
                                                                    -----------   ----------
     Accumulated amortization
       Program and sports rights                                        (31,082)     (30,083)
       Film rights                                                       (3,151)      (2,286)
                                                                    -----------   ----------
                                                                        (34,233)     (32,369)
                                                                    -----------   ----------
     Net book value
       Program and sports rights                                         74,116       71,668
       Film rights                                                        5,456        5,580
                                                                    -----------   ----------
                                                                    $    79,572   $   77,248
                                                                    ===========   ==========
     Classified on the Balance Sheets as follows:
       Current assets                                               $    34,412   $   28,372
       Non-current assets                                                45,160       48,876
                                                                    -----------   ----------
                                                                    $    79,572   $   77,248
                                                                    ===========   ==========

8.   Inventories, net
       Set-top boxes and associated components                      $    32,514   $   27,749
       Less: provision for slow-moving and obsolete inventories          (9,628)     (10,527)
                                                                    -----------   ----------
                                                                    $    22,886   $   17,222
                                                                    ===========   ==========
</TABLE>

                                      F-14

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

9.   Valuation and qualifying accounts

     The following account balances have been determined based on
     management's estimates and assumptions:

<TABLE>
<CAPTION>
                                                                                                     Credited/
                                                                                                     (charged)
                                         At March     Translation      Arising on      Deducted     to cost and     At March
                                         31, 2000     adjustment      acquisition    from assets   expenses, net    31, 2001
                                        (thousands)   (thousands)      (thousands)   (thousands)    (thousands)    (thousands)
                                        -----------   -----------    ------------   ------------   ------------    ----------
<S>                                     <C>           <C>            <C>            <C>            <C>             <C>
2001
Provision for:
Doubtful accounts - Note 5              $(11,858)     $    1,154     $       -      $        -     $  (9,327)      $ (20,031)
Slow-moving and obsolete
inventories - Note 8                     (10,527)            995             -               -           (96)         (9,628)
Post-retirement benefits                  (2,140)            362             -               -           340          (1,438)
Digital set-top boxes upgrade             (1,786)            193             -               -             -          (1,593)
Write-down of carrying values
of assets in certain African
countries                                 (3,057)            456             -               -         2,601               -
Losses in joint ventures                  (6,669)          1,971             -          11,386        (8,491)         (1,803)
Redundancy                                  (234)              -             -               -          (491)           (725)
Warranties                                (5,130)              -             -               -         3,303          (1,827)
Intellectual property
infringement                                (621)              -             -               -          (623)         (1,244)
                                        --------      ----------     -----------    ----------     ---------       ---------
                                        $(42,022)     $    5,131     $       -      $   11,386     $ (12,784)      $ (38,289)
                                        ========      ==========     ===========    ==========     =========       =========

                                                                                                     Credited/
                                                                                                     (charged)
                                         At March     Translation      Arising on      Deducted     to cost and     At March
                                         31, 1999     adjustment      acquisition    from assets   expenses, net    31, 2000
                                        (thousands)   (thousands)      (thousands)   (thousands)    (thousands)    (thousands)
                                        -----------   -----------    ------------   ------------   ------------    ----------

2000
Provision for:
Doubtful accounts - Note 5              $(20,380)     $    2,206     $       -      $        -     $   6,316       $ (11,858)
Slow-moving and obsolete
inventories - Note 8                     (10,460)          1,132             -               -        (1,199)        (10,527)
Post-retirement benefits                  (2,667)            122             -               -           405          (2,140)
Digital set-top boxes upgrade                  -               -             -               -        (1,786)         (1,786)
Write-down of carrying values
of assets in certain African
countries                                 (3,307)            174             -               -            76          (3,057)
Losses in joint ventures                       -               -       (13,774)         10,863        (3,758)         (6,669)
Redundancy                                     -               -             -               -          (234)           (234)
Warranties                                (5,460)              -             -               -           330          (5,130)
Intellectual property
infringement                                (499)              -             -               -          (122)           (621)
                                        --------      ----------     ---------      ----------     ---------       ---------
                                        $(42,773)     $    3,634     $ (13,774)     $   10,863     $      28       $ (42,022)
                                        ========      ==========     =========      ==========     =========       =========
</TABLE>

                                     F-15

<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

9.   Valuation and qualifying accounts (continued)

<TABLE>
<CAPTION>
                                                                                                     Credited/
                                                                                                     (charged)
                                         At March     Translation      Arising on      Deducted     to cost and     At March
                                         31, 1998     adjustment      acquisition    from assets   expenses, net    31, 1999
                                        (thousands)   (thousands)      (thousands)   (thousands)    (thousands)    (thousands)
                                        -----------   -----------    ------------   ------------   ------------    ----------
<S>                                     <C>           <C>            <C>            <C>            <C>             <C>
1999
Provision for:
Doubtful accounts                       $(10,149)     $      904     $  (1,323)     $        -     $  (9,812)      $ (20,380)
Slow-moving and obsolete
inventories                              (10,406)           (139)            -               -            85         (10,460)
Program and film rights                   (1,872)            (25)            -               -         1,897               -
Set-top box technology                   (22,734)            524             -               -        22,210               -
Post-retirement benefits                  (3,766)            700             -               -           399          (2,667)
Programming costs                         (9,093)           (210)            -               -         9,303               -
Write-down of carrying values
of assets in certain African
countries                                 (4,341)            807             -               -           227          (3,307)
Development costs/losses in
joint ventures                           (10,629)           (108)            -          10,737             -               -
Warranties                                (4,960)            (65)            -               -          (435)         (5,460)
Intellectual property
infringement                              (1,496)            (20)            -               -         1,017            (499)
                                        --------      ----------     ---------      ----------     ---------       ---------
                                        $(79,446)     $    2,368     $  (1,323)     $   10,737     $  24,891       $ (42,773)
                                        ========      ==========     =========      ==========     =========       =========
</TABLE>

     Further details describing the provisions at March 31, 2001 are
     included below:

     MultiChoice Africa (Proprietary) Limited (MCA) provides
     post-retirement benefits by way of medical aid contributions. During
     the year ended March 31, 1998 an agreement was reached with employees
     of MCA to terminate the post-retirement medical aid benefits in
     exchange for an increase in MCA's medical aid contributions to the
     retirement benefit plan (refer note 35).

     The digital set-top boxes upgrade provision has been raised in
     connection with the replacement of set-top boxes for interactive
     television.

     The provision for the write-down of carrying values of assets in
     certain African countries has been reversed due to the stabilization
     of the economic and political environments in these countries.

     The provision for losses in joint ventures relates to the liabilities
     assumed at acquisition and the equity losses of SOE International SA
     and M-Web, net of advances made in terms of the group's funding
     obligations.

     The opening redundancy provision at April 1, 2000 has been used for
     the payment of benefits to employees following the curtailment of
     development activities in the Mindport Media Commerce Technologies
     Division. The provision raised in 2001 relates to the amounts payable
     arising from the restructuring of the Mindport IBS, Mindport MCT and
     Mindport Central divisions.

     The warranty provision relates to the replacement of defective
     smartcards and conditional access modules supplied to customers.

     The intellectual property infringement provision relates to amounts
     expected to be incurred in respect of a patent used in the conditional
     access system.

                                     F-16

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

10.  Property and equipment

<TABLE>
<CAPTION>
                             Land, buildings
                              and leasehold     Machinery, furniture         Transponders
                              improvements          and equipment          and transmitters         Set-top boxes
                        -----------------------------------------------------------------------------------------------------------
                         Purchased     Leased    Purchased     Leased    Purchased     Leased    Purchased     Leased      Total
                        (thousands) (thousands) (thousands) (thousands) (thousands) (thousands) (thousands) (thousands) (thousands)
                        -----------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Cost
At April 1, 2000         $   5,244   $   7,956   $  74,316   $   2,496   $   13,035  $ 169,052   $   3,444   $  22,479   $ 298,022
Translation adjustment        (517)     (1,453)     (8,369)       (456)      (1,432)   (21,556)       (623)     (2,421)    (36,827)
Reclassifications            1,174        (877)      1,550      (1,845)           -          -          (2)          -           -
Additions                    3,457         154      33,067         339        2,411     70,023           -       4,507     113,958
Assets of acquired
 companies                     785           -       9,185           -            -          -           -           -       9,970
Disposals                     (565)          -      (1,471)          -         (318)         -        (426)          -      (2,780)
                         ----------------------------------------------------------------------------------------------------------
At March 31, 2001            9,578       5,780     108,278         534       13,696    217,519       2,393      24,565     382,343
                         ----------------------------------------------------------------------------------------------------------
Accumulated depreciation
At April 1, 2000            (1,077)      (503)     (31,647)     (2,496)      (5,563)   (23,585)     (2,839)    (16,459)    (84,169)

Translation adjustment         132         100       3,830         478          749      4,485         440       2,025      12,239
Reclassifications               12         (21)     (2,323)      1,823            8       (707)      1,208           -            -
Charge for the year         (1,357)       (383)    (17,651)        (68)      (1,656)   (17,432)       (555)     (5,180)    (44,282)

Disposals                       59           -         298           -           62          -         406           -         825
                         ----------------------------------------------------------------------------------------------------------
At March 31, 2001           (2,231)       (807)    (47,493)       (263)      (6,400)   (37,239)     (1,340)    (19,614)   (115,387)
                         ----------------------------------------------------------------------------------------------------------
Net book value

At March 31, 2001        $   7,347   $   4,973   $  60,785   $     271   $    7,296  $ 180,280   $   1,053   $   4,951   $ 266,956
                         ==========================================================================================================
At March 31, 2000        $   4,167   $   7,453   $  42,669   $       -   $    7,472  $ 145,467   $     605   $   6,020   $ 213,853
                         ==========================================================================================================
</TABLE>

The Company leases certain land and buildings, machinery, furniture and
equipment, and transponders and transmitters. Commitments for minimum
rentals under non-cancellable leases as at March 31, 2001 are as follows:


                                             Finance          Operating
                                             leases             leases
                                           -----------       -----------
                                           (thousands)       (thousands)
                                           -----------       -----------
For the years ended March 31:
2002                                      $    39,031       $    17,667
2003                                           37,091            15,479
2004                                           34,423            13,355
2005                                           34,209            12,290
2006                                           34,384            10,516
2007 and after                                164,372             9,788
                                          -----------       -----------
Total minimum lease repayments            $   343,510       $    79,095
Less: amount representing interest           (114,251)      ===========
                                          -----------
                                          $   229,259
                                          ===========

Operating rental expenses for the year ended March 31, 2001 amounted to
approximately $18.3 million (2000: $16 million). Finance leases bear
interest ranging from 7.5% - 21.5% as at March 31, 2001. The weighted
average interest rate was 8.9% (2000: 12.5%).

The Company has entered into an agreement with a satellite provider for the
use of a new satellite, in place of a satellite currently leased under an
operating lease with a remaining lease period of four years. The agreement
becomes operative on the successful launch of the new satellite and is for
a duration of ten years, with a total commitment of $60 million. It is
expected that the new satellite will be launched during the latter half of
2001.

                                     F-17

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

11.  Intangible assets

<TABLE>
<CAPTION>
                                                        Intellectual
                                                        property and
                                                         technology     Subscriber
                                                           rights           base         Goodwill           Total
                                                        -----------     -----------     -----------      -----------
                                                        (thousands)     (thousands)     (thousands)      (thousands)
                                                        -----------     -----------     -----------      -----------
2001
Cost
<S>                                                    <C>              <C>             <C>              <C>
At April 1, 2000                                        $    18,998     $    37,186     $    278,894     $    335,078
     Translation adjustment                                      92          (6,900)         (36,225)         (43,033)
     Additions                                               48,381          11,727          892,969          953,077
     Acquired companies                                           -               -           20,791           20,791
     Impairment charge (1)                                        -               -          (29,034)         (29,034)
     Disposals                                                    -               -          (19,873)         (19,873)
                                                        -----------     -----------     ------------      -----------
     At March 31, 2001                                       67,471          42,013        1,107,522        1,217,006
                                                        -----------     -----------     ------------      -----------
Accumulated amortization
     At April 1, 2000                                        (4,446)        (22,258)        (101,490)        (128,194)
     Translation adjustment                                      47           4,571           18,077           22,695
     Amortization for the year:
      Included in "depreciation and amortization"            (4,985)         (8,940)        (144,593)        (158,518)
      Included in "equity results in associates"                  -               -           (3,776)          (3,776)
      Included in "equity results in joint ventures"              -               -          (21,176)         (21,176)
     Impairment charge (1)                                        -               -            6,264            6,264
     Disposals                                                    -               -            4,597            4,597
                                                        -----------     -----------     ------------     ------------
     At March 31, 2001                                       (9,384)        (26,627)        (242,097)        (278,108)
                                                        -----------     -----------     ------------     ------------
Net book value                                          $    58,087     $    15,386     $    865,425     $    938,898
                                                        ===========     ===========     ============    =============
</TABLE>

     (1)  The impairment charge comprises:

     o    Goodwill of $17.3 million in respect of AEK PAE, which has been
          fully impaired due to the current league position and the ongoing
          funding requirements of the club.
     o    The partial write-down of goodwill of $5.4 million in respect of
          M-Web, based on the share price that will be used to determine the
          ratio to exchange M-Web shares for Naspers Limited shares, following
          the announcement of M-Web's delisting.
     The  impairment charge is included in "equity results in joint ventures"
     in the Consolidated Statement of Operations.


                                     F-18


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

11.  Intangible assets (continued)

<TABLE>
<CAPTION>
                                                        Intellectual
                                                        property and    Subscriber
                                                           rights           base         Goodwill           Total
                                                        -----------     -----------     -----------      -----------
                                                        (thousands)     (thousands)     (thousands)      (thousands)
                                                        -----------     -----------     -----------      -----------
2000
Cost
<S>                                                     <C>             <C>             <C>             <C>
     At April 1, 1999                                   $    12,372     $    39,304     $    231,324     $    283,000
     Translation adjustment                                       -          (2,118)         (13,677)         (15,795)
     Additions                                                6,626               -           72,736           79,362
     Disposals                                                    -               -          (11,489)         (11,489)
                                                        -----------     -----------     ------------     ------------
     At March 31, 2000                                       18,998          37,186          278,894          335,078
                                                        -----------     -----------     ------------     ------------
Accumulated amortization
     At April 1, 1999                                          (825)        (15,695)         (59,279)    $    (75,799)
     Translation adjustment                                       -           1,271            4,373            5,644
     Amortization for the year:
      Included in "depreciation and amortization"            (3,621)         (7,834)         (29,385)         (40,840)
      Included in "equity results in associates"                  -               -           (4,070)          (4,070)
      Included in "equity results in joint ventures"              -               -          (15,402)         (15,402)
     Disposals                                                    -               -            2,273            2,273
                                                        -----------     -----------     ------------     ------------
     At March 31, 2000                                       (4,446)        (22,258)        (101,490)        (128,194)
                                                        -----------     -----------     ------------     ------------
Net book value                                          $    14,552     $    14,928     $    177,404     $    206,884
                                                        ===========     ===========     ============     ============
</TABLE>

                                     F-19

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

12.  Long-term investments

     The following information relates to the Company's effective interest in
     significant investments:
<TABLE>
<CAPTION>
                                                     March 31,
                                                --------------------
                                                2001            2000
Type of investment                                %               %        Nature of business                Country
<S>                                             <C>             <C>        <C>                               <C>
Associates
                                                                           Premium Television
M-Net/SuperSport                                21.0            21.0       channel provider                  South Africa

JOINT VENTURES
                                                                           Internet service and content
M-Web Holdings Limited                          22.3            15.9 (1)   provider                          South Africa
United Broadcasting Corporation                                            Management of
Public Company Limited                          31.1            31.1       television platforms              Thailand
MultiChoice Supplies (Proprietary)
Limited                                         50.0            50.0       Set-top box rentals               South Africa
                                                                           Management of
MultiChoice Middle East Inc.                    45.0            45.0       television platforms              Middle East
Wisdom Online (BVI) Limited                        -            40.8       Internet education services       British Virgin Islands
SOE International SA                            35.4            40.0       Soccer club management            Greece
                                                                           Internet service and content
KSC Commercial Internet Company Limited         53.5            53.5       provider                          Thailand
Myriad International Programming
Services BV                                     50.0            50.0       Program and content acquisition   Netherlands

SUBSIDIARIES (3)

Myriad Holdings Africa BV                      100.0           100.0       Investment holding                The Netherlands
                                                                           Management of
MultiChoice Africa (Proprietary) Limited       100.0           100.0       television platforms              South Africa
MultiChoice Africa Limited                     100.0           100.0       Investment holding                British Virgin Islands
NetMed NV                                       88.6           100.0       Investment holding                The Netherlands
                                                                           Management of
NetMed Hellas SA                                45.2            52.0       television platforms              Greece
                                                                           Management of
MultiChoice Hellas SA                           45.2 (2)        52.0       television platforms              Greece
Mindport Holdings Limited                      100.0            98.4       Technology development            The Netherlands
Mindport IBS Limited                            70.0               -       Technology development            British Virgin Islands
Irdeto Access BV                               100.0           100.0       Technology development            The Netherlands
                                                                           Management of
MultiChoice Cyprus Limited                      35.2            51.0       television platforms              Cyprus
Open TV Corp.                                   41.6            57.5       Technology development            USA
Internet Knowledge Service Centre
Company Limited                                 75.0            75.0       Investment holding                Thailand
                                                                           Internet service and content
M-Web China.com.cn Limited                      55.3            95.0       provider                          China
</TABLE>


(1)  The investment in M-Web is accounted for using the equity method of
     accounting owing to a management agreement between the ultimate
     holding company and the Company's management as well as representation
     on the board of directors of M-Web, which provides the Company joint
     control of M-Web's operations.

(2)  Effective September 2000 NetMed NV entered into an escrow agreement
     with Lumiere Television Limited (Lumiere) for the sale of 11% of
     MultiChoice Hellas SA for $13.2 million. The escrow agreement's term
     expires on December 30, 2001 by which time Lumiere is required to
     raise the funds to settle this amount. The sale has not been
     recognized by the Company in view of the escrow arrangement. During
     the term of the escrow agreement, the Company retains control of
     MultiChoice Hellas SA and has therefore continued to consolidate it.

(3)  The percentage interests in companies listed as subsidiaries are based on
     the Company's effective ownership. The Company has voting control through
     its direct and indirect interests in the respective intermediate holding
     companies.

                                     F-20

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                      March 31,
                                                                             -----------------------------
                                                                                 2001             2000
                                                                              (thousands)     (thousands)
                                                                             -------------   -------------
13.   Equity-accounted investments
<S>                                                                          <C>             <C>
      Associates (a)                                                         $      12,577   $      14,954
      Joint ventures (b)                                                            30,107          54,921
                                                                             -------------   -------------
                                                                             $      42,684   $      69,875
                                                                             =============   =============
      (a)   Associates
               M-Net / SuperSport at cost                                    $       5,086   $       7,940
               Share of post-acquisition retained profits                            7,491           7,014
                                                                             -------------   -------------
                                                                             $      12,577   $      14,954
                                                                             =============   =============
      (b)   Joint ventures
               MultiChoice Supplies (Proprietary) Limited                    $       5,495   $       5,052
               MultiChoice Middle East, Inc.                                         6,588           6,807
               United Broadcasting Corporation Public Company Limited               65,708          70,007
               Wisdom Online (BVI) Limited                                               -           3,040
               M-Web Holdings Limited                                                4,021          11,382
               KSC Commercial Internet Company Limited                                 553             689
               SOE International SA                                                      -               -
               Share of post-acquisition retained losses                           (52,258)        (42,056)
                                                                             -------------   -------------
                                                                             $      30,107   $      54,921
                                                                             =============   =============
      Listed shares at market value
           M-Net/SuperSport                                                  $      28,049   $      63,054
           United Broadcasting Corporation Public Company Limited                   56,464         184,540
           M-Web Holdings Limited                                                   13,915          56,919
                                                                             -------------   -------------
                                                                             $      98,428   $     304,513
                                                                             =============   =============
Director's valuation of unlisted shares
          Joint ventures                                                     $      10,218   $      10,230
</TABLE>


                                                      March 31,
                                         ---------------------------------------
                                             2001          2000         1999
                                          (thousands)   (thousands)  (thousands)
                                         ---------------------------------------
Significant joint venture information
Net loss                                 $ (29,027)   $ (29,555)   $ (34,401)
Current assets                              29,717       40,460       38,091
Long-term assets                            55,075       76,727       49,176
Current liabilities                        (48,146)     (45,072)     (32,619)
Long-term liabilities                      (38,853)     (41,649)     (36,773)
Commitments and contingencies                5,205        5,399            -

In terms of a bridging finance agreement, signed after the balance sheet
date, the Company is obligated to fund the operations of M-Web for $7.5
million, bearing interest at the South African prime rate of interest. The
amount outstanding at August 31, 2001 is convertible into share capital.

                                     F-21

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                          March 31,
                                                                                 ----------------------------
                                                                                      2001           2000
                                                                                  (thousands)    (thousands)
<S>                                                                              <C>             <C>
14.   Long-term debt, and program and film rights

      Long-term debt comprises:
        Finance leases - Note 10                                                 $     229,259   $    181,551
        Long-term debt - other                                                          20,123         20,575
                                                                                 -------------   ------------
                                                                                       249,382        202,126
        Less: short-term portion included in current liabilities                       (19,292)       (16,010)
                                                                                 -------------   ------------
                                                                                 $     230,090   $    186,116
                                                                                 =============   ============

     The liabilities under finance leases are repayable over periods from
     one to twelve years at effective interest rates, ranging from 7.5% to
     21.5% per annum.

     Included in other long-term debt is a liability for bank borrowings of
     $17.4 million (2000: $19.9 million) relating to the transfer of shares
     in M-Net/SuperSport into the Phuthuma Futi share scheme. Accrued
     interest until redemption date (October 15, 2002) is added to the
     liability at an interest rate of 12,55% per annum. The group may be
     required to assume the bank borrowings and re-acquire ownership of the
     M-Net/SuperSport shares at maturity on October 15, 2002, which was
     renegotiated from the original maturity date of April 14, 2001.

      Program and film rights:
        Program and film rights                                                  $      70,256   $     70,060
        Less: short-term portion included in current liabilities                       (32,941)       (30,416)
                                                                                 -------------   ------------
                                                                                 $      37,315   $     39,644
                                                                                 =============   ============

     Program and film rights payable are non-interest-bearing and amounts
     due in future financial years are $32.9 million in 2002, $15.2 million
     in 2003 and $22.2 million thereafter.

     The currency mix of long-term debt and program and film rights as at
     March 31, 2001 and 2000 is:

                                                                                      %                %
                                                                                 -------------   ------------
      European currency unit                                                          32.4              12.0
      Greek drachmae                                                                  19.6              41.1
      Netherlands guilders                                                             0.3               0.7
      South African rand                                                               7.4               8.2
      US dollars                                                                      40.3              38.0
                                                                                 -------------   ------------
                                                                                     100.0             100.0
                                                                                 =============   ============
</TABLE>


                                     F-22
<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

15.   Accrued expenses and other current liabilities

                                                                March 31,
                                                         -----------------------
                                                             2001        2000
                                                         (thousands) (thousands)
                                                         -----------------------
      Deferred income (refer note 5)                     $   49,153  $  34,995
      Accrued expenses                                       81,446     51,342
      Taxes and social securities                            14,697      9,002
      Amounts owing in respect of investments acquired        8,259      2,878
      Other current liabilities                              10,064     31,444
                                                         ---------------------
                                                         $  163,619  $ 129,661
                                                         =====================

16.  Related party transactions

     The Company entered into transactions and has balances with a number
     of related parties, including equity investees, directors,
     shareholders and entities under common control. The transactions with
     related parties are summarized in the following table:

<TABLE>
<CAPTION>
                                                                                         March 31,
                                                                   ------------------------------------------
                                                                        2001         2000             1999
                                                                    (thousands)   (thousands)     (thousands)
                                                                   ------------------------------------------
<S>                                                                <C>           <C>             <C>
      Income
        Transmission costs (a)                                     $           - $           -   $      1,656
        Management fee (b)                                                   868         1,573            340
        Dividends (c)                                                      1,683         1,544          2,573
        Licensing and consulting fees (d)                                  1,419           843          2,270
        Profit on sale of associate                                            -        15,199              -
                                                                   ------------- -------------   ------------
                                                                   $       3,970 $      19,159   $      6,839
                                                                   ============= =============   ============
      Costs
        Channel and programming costs (e)                          $     163,534 $     161,077   $    136,000
        Transmission costs (f)                                                 -             -         28,784
        Software technology license and equipment purchased (g)              333           723              -
        Royalties, license fees and service revenue (h)                      950           465              -
        Directors' and key management emoluments (i), (j)                  4,991         4,308          1,716
                                                                   ------------- -------------   ------------
                                                                   $     169,808 $     166,573   $    166,500
                                                                   ============= =============   ============
</TABLE>



                                     F-23
<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

16.  Related party transactions (continued)

     (a)  Certain costs related to the lease and maintenance of signal
          distribution are charged on by the Company to one of its
          associates. The Company disposed of its interest during the
          previous financial year.

     (b)  Management fee charged by the Company to United Broadcasting
          Corporation Public Company Limited.

     (c)  Dividends received from M-Net/SuperSport.

     (d)  Licensing and consulting fees charged to associates.

     (e)  The Company has contracts with M-Net/SuperSport for the supply of
          program and film rights. The amounts payable under these
          contracts are calculated based on the number of subscribers and
          at a rate per subscriber determined on an annual basis.

     (f)  The Company was charged by a former associate for services
          relating to the lease and maintenance of signal distribution
          equipment. The Company disposed of its interest during the
          previous financial year.

     (g)  Software technology license and equipment purchased from Sun
          Microsystems by OpenTV.

     (h)  Royalties, license fees and service revenue paid to Thomson
          Consumer Electronics, Inc. by OpenTV.

     (i)  Total remuneration of the directors. A listing of the members of
          the board of directors is shown on page 61 of this annual report.

     (j)  The aggregate number of options granted to directors in terms of
          the employee stock option schemes of the Company during 2001 and
          at March 31, 2001 respectively are:

          o    for entities listed on a recognized stock exchange as
               follows: by MIH Limited (nominal value of $1.00 per share)
               380,000 and 1,434,220, by MIH Holdings Limited (nominal
               value of South African rand 0.02 per share) 200 and
               3,564,978, by OpenTV, Inc. (no par value) 123,692 and
               744,000, by Electronic Media Network Limited (nominal value
               of South African rand 0.02 per share) 420 and 3,167,087, by
               SuperSport International Holdings Limited (nominal value of
               South African rand 0.0001 per share) 420 and 3,167,087, by
               M-Web Holdings Limited (nominal value of South African rand
               0.0001 per share) nil and 5,432,205 (subsequent to year-end
               this company was delisted); and

          o    for privately-owned companies as follows: by Mindport
               Holdings Limited (nominal value of $1.00 per share) nil and
               710,000, by Irdeto Access BV (nominal value of euro 0.01 per
               share) nil and 110,000, by Mindport Integrated Business
               Systems BV (nominal value of euro 0.01 per share) nil and
               70,000, by M-Web Thailand (BVI) Limited (no par value)
               714,862 and 714,862 and by M- Web China (BV) Limited
               (nominal value of $1.00 per share) 782,073 and 782,073.

          These options were granted on the same terms and conditions as
          those offered to employees of the Company. During 2001, 130,000
          options and at March 31, 2001, 150,000 options were granted to
          directors who were not also employees of the Company in terms of
          the MIH Limited Directors' Stock Option Plan.
                                                            March 31,
                                                    ---------------------------
                                                       2001            2000
                                                    (thousands)     (thousands)
                                                    -----------     -----------
The balances of advances, deposits, receivables
and payables between the Company and its
affiliates are:

Receivables
   M-Web Holdings Limited                          $     957      $       85
                                                   =========      ==========
Payables

   MIH Holdings Limited                            $   4,625      $    5,667
   Electronic Media Network Limited                   12,867          14,486
   SuperSport International Holdings Limited              17             295
                                                   ---------      ----------
                                                   $  17,509      $   20,448
                                                   =========      ==========
Control of Company

As at March 31, 2001 MIH Holdings Limited (MIHH)
indirectly owned 100% of the Company's Class B
ordinary shares, collectively representing 51.99%
of the economic rights. MIHH and its ultimate
holding company, Naspers Limited, are publicly
traded on the JSE Securities Exchange South
Africa.

                       F-24

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

                                                            March 31,
                                                    ---------------------------
                                                       2001            2000
                                                    (thousands)     (thousands)
                                                    -----------     -----------

17.  Provisions (refer note 9)

     Digital set-top boxes upgrade                 $   1,593      $    1,786
     Post-retirement benefits                          1,438           2,140
     Write-down of carrying values of assets
     in certain African countries                          -           3,057
     Losses in joint ventures                          1,803           6,669
     Intellectual property infringement                1,244             621
     Warranties                                        1,827           5,130
     Redundancy                                          725             234
                                                   ---------      ----------
                                                   $   8,630      $   19,637
                                                   =========      ==========

18.   Deferred tax

     The deferred tax relates to the temporary
     differences between the book values and the
     tax bases of assets and liabilities.
     Significant components of the Company's
     deferred tax liabilities and assets are
     summarized below:

     Deferred tax liabilities

     Intangible assets                             $   9,066      $    9,980
     Property and equipment                              143               -
                                                   ---------      ----------
    Gross deferred tax liabilities                     9,209           9,980
                                                   ---------      ----------

    Deferred tax assets

    Purchased property and equipment                       -             450
    Accounts receivable and other assets               6,885           3,955
    Accrued expenses and other current liabilities     3,487           3,660
    Leased property and equipment                      9,750           7,543
    Deferred income                                   14,276          11,674
    Tax loss carry-forwards                          104,235          80,426
                                                   ---------      ----------
    Gross deferred tax assets                        138,633         107,708
                                                   ---------      ----------
    Net deferred tax assets                          129,424          97,728
    Less: valuation allowance                       (129,513)        (97,937)
                                                   ---------      -----------
    Net deferred tax liabilities                   $     (89)     $     (209)
                                                   =========      ==========

     The Company has raised a valuation allowance
     against the net deferred tax assets as in
     management's estimate it is more likely than
     not that the deferred tax assets will not be
     realized, due to the timing limits on the
     available tax loss carry-forwards that arose
     on these losses.


                       F-25


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

19.  Share capital

     On March 23, 1999 the Company's shareholders authorized an amendment
     to the Company's Articles of Association, whereby the Company's 22,789
     ordinary shares with a par value of $1 each converted into 7,447,681
     Class A Ordinary Shares with no par value and 30,787,319 Class B
     Ordinary Shares with no par value. The two classes of shares generally
     have the same rights, except that holders of Class B Ordinary Shares
     are entitled to three votes per share and holders of Class A Ordinary
     Shares are entitled to one vote per share. The conversion was
     accounted for as a stock split; therefore, all shareholders' equity
     and share data in these financial statements have been retroactively
     restated to reflect the conversion. Shareholders authorized a total of
     167,778,303 Ordinary Shares divided into 103,468,878 Class A Ordinary
     Shares, 55,920,509 Class B Ordinary Shares and 8,388,916 Preference
     Shares with no par value.

     During April 1999, the Company issued 10,435,000 Class A Ordinary Shares
     in an initial public offering for net proceeds of $171.1 million.
     Simultaneously with the completion of the public offering, the $46.2
     million note payable to Thomson Consumer Electronics, Inc. converted into
     2,581,775 Class A Ordinary Shares.

     During the year ended March 31, 2000 the Company issued 1,944,475 Class A
     Ordinary Shares to the MIH Limited Share Trust (the trust) in connection
     with a share incentive scheme in return for a $32.5 million note
     receivable. An additional 1,000,000 Class A ordinary shares were issued
     to the trust during the year ended March 31, 2001 in return for a $19.0
     million note receivable. The notes receivable have been offset against
     the share capital in the Consolidated Statements of Changes in
     Shareholder's Equity.

     During April 2000 the Company issued 4,511,000 Class A Ordinary Shares
     through a follow-on public offering on the Nasdaq and Euronext Amsterdam
     stock exchanges, raising $180.4 million before expenses.

     On February 14, 2001 459,770 Class A Ordinary Shares were issued in
     settlement of the consideration to acquire an additional 4% share in
     Netmed Hellas SA.

     The Company operates an employee share trust for senior employees. The
     shares carry full dividend and voting rights. Movements in the shares
     held by the trust were as follows:

                                                         Number of shares
                                                -----------------------------
                                                       2001            2000

Balance at beginning of year                         118,566               -
Shares allotted and issued to the trust            1,000,000       2,000,000
Allocated to employees                              (977,879)     (1,826,249)
Less: shares purchased by participants                     -         (55,185)
                                                ------------    ------------
Balance at end of the year                           140,687         118,566
                                                ============    ============
                                                ------------    ------------
Fair value of shares held at March 31           $  1,732,208    $  7,149,043
                                                ============    ============
                                                ------------    ------------
Loans outstanding at March 31                   $ 52,070,007    $ 31,787,201
                                                ============    ============
Fair value on issuance of shares to the trust   ------------    ------------
during the year                                 $ 19,025,000    $ 32,543,343
                                                ============    ============
Fair value on date of issue of share options    ------------    ------------
granted to employees during the year            $ 19,662,050    $ 31,787,201
                                                ============    ============


                                     F-26


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                       March 31,
                                                                   -----------------------------------------------
                                                                       2001              2000              1999
                                                                   (thousands)       (thousands)       (thousands)
                                                                   -----------       -----------       -----------
20.  Net revenues and cost of providing services

     Net revenues
     <S>                                                         <C>               <C>               <C>

     Subscription revenue                                        $     513,607     $     508,940     $     442,734
     Hardware and software sales                                        73,931            81,047            71,998
     Technology revenue                                                150,305           102,360            63,911
     Other revenue                                                      35,725            31,062            29,212
                                                                 -------------     -------------     -------------
                                                                 $    773,568      $     723,409     $     607,855
                                                                 =============     =============     =============
     Cost of providing services
     Subscription                                                $    (292,877)    $    (284,089)    $    (242,828)
     Hardware and software                                             (83,709)          (81,392)          (64,111)
     Technology                                                        (30,827)          (23,092)          (27,039)
     Other costs                                                       (21,509)          (47,021)          (56,514)
                                                                 -------------     -------------     -------------
                                                                 $    (428,922)    $    (435,594)    $    (390,492)
                                                                 =============     =============     =============
21.  Staff costs

     Wages and salaries                                          $     124,985     $     101,725     $      53,665
     Company contributions to defined contribution plans                10,251            11,389            10,778
     Training costs                                                      1,104             1,790             1,657
     Termination benefits                                                    -            11,388            10,778
                                                                 -------------     -------------     -------------
                                                                 $     136,340     $     126,292     $      76,878
                                                                 =============     =============     =============
     Average weekly number of persons employed by the Company
     during the year:
          Full time                                                      3,305             2,269             1,799
                                                                 =============     =============     =============
22.  Financial results, net

     Dividend income                                             $       2,649     $       1,939     $       2,573
     Interest income                                                    29,214            13,726            10,328
     Foreign exchange losses                                           (10,431)           (4,724)             (556)
     Interest expense
          Bank overdrafts, acceptances and loans                       (10,196)           (9,200)          (13,189)
          Finance leases                                               (19,535)          (17,597)           (8,234)
                                                                 -------------     -------------     -------------
                                                                 $      (8,299)    $     (15,856)    $      (9,078)
                                                                 =============     =============     =============
23.  Profit on sale of interests in subsidiaries and
          joint venture, net

     Public offerings:
          OpenTV, Corp.                                          $           -     $      98,584     $           -
          MultiChoice Cyprus Limited                                     4,164                 -                 -
     Introduction of minority shareholders in the following
     subsidiaries:
          Mindport Holdings Limited                                          -            (2,424)                -
          OpenTV, Corp. (1)                                            400,124                 -                 -
          NetMed NV                                                     23,821                 -                 -
          M-Web China (BVI) Limited                                      1,118                 -                 -
     Termination of joint venture arrangement                                -             2,812                 -
     Reversal of provisions relating to sale of NetHold to
     Canal Plus                                                              -                 -            31,093
                                                                 -------------     -------------     -------------
                                                                 $     429,227     $      98,972     $      31,093
                                                                 =============     =============     =============
</TABLE>

     (1)  Inclusive of $383.4 million dilution gain arising on issue of shares
          to acquire SpyGlass, Inc.


                                     F-27

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                                       March 31,
                                                                 -------------------------------------------------
                                                                      2001             2000              1999
                                                                  (thousands)       (thousands)       (thousands)
                                                                 -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>
24.  Income tax

     Tax:
          Current                                                $     (14,196)    $        (545)    $      (3,464)
          Deferred                                                       7,449               (89)            3,155
                                                                 -------------     -------------     -------------
     Charged against income                                      $      (6,747)    $        (634)    $        (309)
                                                                 =============     =============     =============
     The difference between income tax expense computed at
     statutory rates of the respective companies of 25.56%
     average (2000: 33.4% average) and income tax expense
     provided on results are as follows:

     Income tax (charge)/benefit at statutory rates              $     (13,810)    $       4,495     $      20,662
     Unprovided timing differences                                     (31,696)          (10,870)              341
     Permanent differences:
          Exempt income                                                 12,261            17,815            16,248
          Profit on sale of interests in subsidiaries and
          joint venture, net                                           109,701            37,458                 -
          Equity results in associates and joint ventures              (19,352)          (14,061)          (15,145)
          Expiry of tax losses carried forward                               -            (1,566)           (8,778)
          Non-deductible charges                                        (6,316)          (15,086)             (658)
          Other taxes                                                   (9,771)              (84)           (1,430)
          Goodwill amortization                                        (47,764)          (16,318)          (12,139)
          Change in tax rates                                                -            (2,417)              590
                                                                 -------------     -------------     -------------
     Income tax expense                                          $      (6,747)    $        (634)    $        (309)
                                                                 =============     =============     =============
</TABLE>

     The Company has tax loss carry-forwards of approximately $343.4 million.
     A summary of the tax loss carry-forwards at March 31, 2001 (in thousands)
     by tax jurisdiction, and the expiry dates is set out below:

<TABLE>
<CAPTION>
                            Africa        Greece    Netherlands      USA          Asia        Total
                          ----------   ----------   -----------  -----------   ----------   -----------
     <S>                  <C>          <C>          <C>          <C>           <C>          <C>
     2002                 $        -   $    5,292   $        -   $         -   $        -   $     5,292
     2003                          -       11,035            -             -            -        11,035
     2004                          -       12,627            -             -            -        12,627
     2005                          -       17,591            -             -            -        17,591
     2006                          -       27,178            -             -            -        27,178
     After 5 years            60,752            -       16,351       143,850       48,765       269,718
                          ----------   ----------   ----------   -----------   ----------   -----------
                          $   60,752   $   73,723   $   16,351   $   143,850   $   48,765   $   343,441
                          ==========   ==========   ==========   ===========   ==========   ===========
</TABLE>

     The ultimate outcome of additional tax assessments may vary from the
     amounts accrued. However, management of the Company believes that any
     additional tax liability over and above the amount accrued would not have
     a material adverse impact on the Company's results of operations or
     financial position.

     Unprovided timing differences are timing differences that are expected to
     reverse within the carry-forward period of tax losses (note 2(k)) and
     are, therefore, effectively a valuation allowance.


                                     F-28


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

25.   Profit/(loss) per share

      Basic profit per share is calculated by dividing the net profit/(loss)
      attributable to shareholders by the weighted average number of ordinary
      shares in issue during the year.

      For the diluted profit per share calculation, the weighted average
      number of ordinary shares in issue is adjusted to assume conversion of
      all dilutive potential ordinary shares, which are in respect of options
      granted to employees.

      In the diluted profit per share calculation, a calculation is performed
      to determine the number of shares that could have been acquired at the
      market price (determined as the average annual share price of the
      Company's shares) based on the monetary value of the subscription rights
      attached to outstanding share options. This calculation serves to
      determine the "unpurchased" shares to be added to the ordinary shares
      outstanding for the purpose of calculating the dilution. No adjustment
      is made to the basic net profit/(loss) per share or where the effect of
      the dilutive potential ordinary shares is considered to be
      anti-dilutive.

<TABLE>
<CAPTION>


                                                                2001               2000               1999
<S>                                                        <C>                  <C>                <C>
      Weighted average number of ordinary                    55,414,252         50,790,662          38,235,000
         shares in issue
      Adjustment for share options                            1,123,598                  -                   -
                                                           -----------------------------------------------------
                                                             56,537,850         50,790,662          38,235,000
                                                           =====================================================

                                                                                 March 31,
                                                           -----------------------------------------------------
                                                                2001               2000               1999
                                                             (thousands)        (thousands)       (thousands)
                                                           -----------------------------------------------------

26.   Non-cash and other

      Depreciation and amortization                         $   202,800        $    74,010         $    51,390
      Amortization of program and film rights                    35,932             38,752              32,237
      Interest expense                                           29,731             26,797              21,423
      Interest income                                           (29,214)           (13,726)            (10,328)
      Dividends received                                         (2,649)            (1,939)             (2,573)
      Equity results in joint ventures                           74,022             39,458              41,219
      Equity results in associates                                1,695              2,163               2,053
      Profit on sale of associate                                     -            (15,199)                  -
      Profit on sale of interests in subsidiaries
         and joint venture, net                                (429,227)           (98,972)            (31,093)
      Loss/(profit) on disposal of property and                     143               (300)               (371)
         equipment
      Loss on marketable securities                              42,926                  -                   -
      Other                                                       5,025                  -                 556
                                                           -----------------------------------------------------
                                                            $   (68,816)       $    51,044         $   104,513
                                                           =====================================================

27.   Working capital

      Increase in trade and other receivables, net          $    (4,846)           (29,842)        $    (3,454)
      Net movements in related party balances                    (3,811)             2,133              12,191
      (Increase)/decrease in inventories, net                    (7,940)             1,037              (1,997)
      Payments for program and film rights                      (43,510)           (38,284)            (84,034)
      Increase in trade payables, accrued expenses
         and other liabilities                                   10,540             61,433              28,263
                                                           -----------------------------------------------------
                                                            $   (49,567)       $    (3,523)            (49,031)
                                                           =====================================================
</TABLE>


                                   F-29


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>

                                                                                  March 31,
                                                           -----------------------------------------------------
                                                                  2001              2000               1999
                                                              (thousands)        (thousands)        (thousands)
                                                           -----------------------------------------------------
<S>                                                        <C>                  <C>                <C>
28.   Acquisition of subsidiaries, net of cash acquired

      Fair value of assets and liabilities acquired:
        Property and equipment                              $    (9,970)       $    (1,209)             (7,094)
        Intangible assets                                       (20,791)                 -                   -
        Investments and loans                                   (48,158)              (689)                  -
        Net current (assets)/liabilities                        (75,800)              (729)              2,840
        Long-term liabilities                                     1,919                  -                   -
        Deferred tax                                              7,329                  -                   -
        Minority interest                                             -                657                 175
                                                           -----------------------------------------------------
                                                               (145,471)            (1,970)             (4,079)
        Carrying value of equity investment                                   -                  -                 107
        Goodwill                                               (842,591)           (23,030)            (47,810)
                                                           -----------------------------------------------------
        Consideration                                          (988,062)           (25,000)            (51,782)
        Amounts owing in respect of investments acquired              -                  -              37,282
        Amount settled via shares                               976,746                  -                   -
        Cash acquired                                            79,340              2,752               1,255
                                                           -----------------------------------------------------
        Net cash from/(for) acquisition of subsidiaries     $    68,024        $   (22,248)        $   (13,245)
                                                           =====================================================

29.   Disposal of subsidiary, net of cash disposed

      Fair value of assets and liabilities disposed:
        Property and equipment                              $      849         $         -         $         -
        Goodwill                                                 3,776                   -                   -
                                                           -----------------------------------------------------
      Proceeds on sale of subsidiary                        $    4,625         $         -         $         -
                                                           =====================================================


</TABLE>

30.  Business and geographical segments

     The group has determined that its primary reporting format for segments
     is based on the group's method of internal reporting that disaggregates
     its businesses by service or product. The group's reportable business
     segments are Subscriber Platforms and Software Solutions. The group's
     business is conducted in the following main business segments:

     Subscriber Platforms

     o    Television, through the Company's subsidiaries and joint ventures
          based in Africa and the Middle East, the Mediterranean and
          Thailand, which mainly generates revenue from local customers.

     o    Internet, through the Company's subsidiaries and joint ventures
          based in Thailand, China, Indonesia and Africa, which generates
          revenue from local customers.

     Software Solutions

     o    OpenTV, through the Company's subsidiary based in the United
          States, which generates revenue from customers throughout the
          world.

     o    Mindport, through the Company's subsidiaries based in the
          Netherlands and the United States, which generates revenue from
          customers based around the world.

     As a result of the growth and realignment of certain of the Company's
     businesses during the year, the reportable segments have changed
     compared with previously issued financial statements. The comparative
     segment disclosures have been restated to reflect the Company's
     revised reportable segments. The accounting policies applied by the
     reportable segments are consistent with the accounting policies
     applied in the consolidated financial statements, as described in note 1.

     The joint venture interests in UBC (Subscriber Platforms: Television)
     and M-Web (Subscriber Platforms: Internet) are accounted for using the
     equity method of accounting. The Company's share of the results of
     these joint ventures is, therefore, included under the line item
     "equity results in joint ventures" in the Subscriber Platforms:
     Television and Subscriber Platforms: Internet, respectively.

     The following tables present the Company's reportable segments using
     the principles of IAS.


                                   F-30


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.   Business and geographical segments (continued)

      Primary reporting format under IAS

<TABLE>
<CAPTION>

                                                                Year ended March 31, 2001
                                -----------------------------------------------------------------------------------------
                                  Subscriber Platforms       Software Solutions
                                -------------------------  -----------------------             Reconciling   Consolidated
                                  Television  Internet       Mindport    OpenTV     Corporate      items         total
                                 (thousands) (thousands)   (thousands) (thousands) (thousands)  (thousands)   (thousands)
                                -----------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>         <C>         <C>          <C>           <C>

REVENUE

External                          $  621,891  $    8,649   $   70,625  $   72,403  $        -   $        -    $  773,568
Inter-segmental                        1,533           -        5,586       2,176           -       (9,295)            -
                                -----------------------------------------------------------------------------------------
Total revenue                     $  623,424  $    8,649   $   76,211  $   74,579  $        -       (9,295)      773,568
                                =========================================================================================
RESULTS

Earnings/(loss) before interest,  $   51,329  $  (41,238)  $  (12,379)    (32,032) $  (11,130)  $        -    $  (45,450)
  tax, depreciation and
  amortization (c)
Depreciation and amortization (d)    (55,037)    (11,201)      (8,664)   (127,645)       (253)           -      (202,800)
                                -----------------------------------------------------------------------------------------
Operating loss                        (3,708)    (52,439)     (21,043)   (159,677)    (11,383)           -      (248,250)
Equity results in associates          (1,695)          -            -           -           -            -        (1,695)
Equity results in joint ventures     (54,324)    (19,706)           -           -           8            -       (74,022)
Interest expense                     (71,271)       (350)      (2,910)          -        (851)      45,651 (a)   (29,731)
Interest income                        6,154         203        1,379      13,344      53,785      (45,651)(a)    29,214
Exchange (losses)/gains               (7,163)     (3,664)       1,450           -      (1,054)           -       (10,431)
Loss on marketable securities              -           -            -     (42,926)          -            -       (42,926)
Dividend income                        2,535         114            -           -           -            -        2,649
Profit on sale of interests in        28,016       1,217            -     399,994           -            -       429,227
  subsidiaries and joint venture,
  net
Income tax                            (6,927)       (387)      (3,485)      7,449      (3,397)           -        (6,747)
Minority interest                     (2,227)      7,699            -      99,472           -            -       104,944
                                -----------------------------------------------------------------------------------------
Net (loss)/profit                 $ (110,610) $  (67,313)  $   (24,609)$  317,656  $   37,108   $        -    $  152,232
                                =========================================================================================
OTHER INFORMATION
Segment assets                    $  373,435  $  100,194   $   357,587 $  770,018  $  817,079   $ (488,608)(b)$1,929,705
Investment in equity method           12,577           -             -          -           -            -        12,577
  associates
Investment in equity method joint     27,507       1,008             -          -       1,592            -        30,107
  ventures
Segment liabilities                  803,918      99,179       103,589     31,093      83,468     (488,608)(b)   632,639
Capital expenditure                   11,099      19,368         4,911     10,935           -            -        46,313
Amortization of program & film        35,932           -             -          -           -            -        35,932
  rights
Impairment charges                    22,771           -             -          -           -            -        22,771


</TABLE>


                                   F-31

<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.   Business and geographical segments (continued)

<TABLE>
<CAPTION>

                                                                Year ended March 31, 2000
                                -----------------------------------------------------------------------------------------
                                  Subscriber Platforms       Software Solutions
                                -------------------------  -----------------------             Reconciling   Consolidated
                                  Television  Internet       Mindport    OpenTV     Corporate      items         total
                                 (thousands) (thousands)   (thousands) (thousands) (thousands)  (thousands)   (thousands)
                                -----------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>         <C>         <C>          <C>           <C>

REVENUE
External                          $  631,467  $      413   $    60,493 $   31,036  $        -   $        -    $  723,409
Inter-segmental                          562          35        11,252          -           -      (11,849)            -
                                -----------------------------------------------------------------------------------------
Total revenue                     $  632,029  $      448   $    71,745 $   31,036  $        -   $  (11,849)   $  723,409
                                =========================================================================================
RESULTS
Earnings/(loss) before interest,  $   48,792  $   (9,285)  $    (9,642)$  (15,001) $  (11,022)  $        -    $    3,842
  tax, depreciation and
  amortization (c)
Depreciation and amortization (d)    (57,012)     (1,210)       (5,100)   (10,331)       (357)           -       (74,010)
                                -----------------------------------------------------------------------------------------
Operating loss                        (8,220)    (10,495)      (14,742)   (25,332)    (11,379)           -       (70,168)
Equity results in associates          (2,163)          -             -          -           -            -        (2,163)
Equity results in joint ventures     (32,610)     (6,447)            -          -        (401)           -       (39,458)
Interest expense                     (71,031)       (165)         (858)         -        (805)      46,062 (a)   (26,797)
Interest income                        4,709           3           448      3,727      50,901      (46,062)(a)    13,726
Exchange (losses)/gains               (6,500)        (23)        1,464          -         335            -        (4,724)
Dividend income                        1,939           -             -          -           -            -         1,939
Profit on sale of associate           15,199           -                        -           -            -        15,199
Profit on sale of interest in              -           -         2,812     96,160           -            -        98,972
  subsidiaries and joint
  venture, net
Income tax                            (1,666)          -         1,470          -        (438)           -          (634)
Minority interest                       (478)          -         3,199      2,153          88            -         4,962
Loss from discontinuing operations    (7,878)          -             -          -           -            -        (7,878)
                                 -----------------------------------------------------------------------------------------
Net (loss)/profit                 $ (108,699) $  (17,127)  $    (6,207)$   76,708  $   38,301   $        -    $  (17,024)
                                 =========================================================================================
OTHER INFORMATION
Segment assets                    $  365,225  $   33,809   $    41,512 $  193,840  $  877,809   $ (515,640)(b)$   996,555
Investment in equity method           14,954           -             -          -           -            -         14,954
  associates
Investment in equity method joint     44,486      10,435             -          -           -            -         54,921
  ventures
Segment liabilities                  925,090      45,483        47,203      13,003      34,619     (515,640)(b)   549,758
Capital expenditure                   12,963       4,007         3,325       4,533         666            -        25,494
Amortization of program & film        38,752           -             -           -           -            -        38,752
  rights

</TABLE>

                                   F-32


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.   Business and geographical segments (continued)

<TABLE>
<CAPTION>

                                                                Year ended March 31, 1999
                                -----------------------------------------------------------------------------------------
                                  Subscriber Platforms       Software Solutions
                                -------------------------  -----------------------             Reconciling   Consolidated
                                  Television  Internet       Mindport    OpenTV     Corporate      items         total
                                 (thousands) (thousands)   (thousands) (thousands) (thousands)  (thousands)   (thousands)
                                -----------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>         <C>         <C>          <C>           <C>
REVENUE
External                         $   543,944 $         -   $    63,911 $         - $         -  $         -   $  607,855
Inter-segmental                          551           -         9,355           -           -       (9,906)           -
                                -----------------------------------------------------------------------------------------
Total revenue                    $   544,495 $         -   $    73,266 $         - $         -  $    (9,906)  $  607,855
                                =========================================================================================
RESULTS
Earnings/(loss) before interest, $    26,562 $             $    (1,257)$         - $   (11,693) $         -   $   13,612
  tax, depreciation and
  amortization (c)
Depreciation and amortization (d)    (47,476)          -        (3,690)          -        (224)           -      (51,390)
                                -----------------------------------------------------------------------------------------
Operating loss                       (20,914)          -        (4,947)          -     (11,917)           -      (37,778)
Equity results in associates          (2,053)          -             -           -           -            -       (2,053)
Equity results in joint ventures     (34,579)          -             -      (6,640)          -            -      (41,219)
Interest expense                     (55,403)          -        (3,064)          -     (15,501)      52,545      (21,423)
Interest income                        4,961           -         4,180           -      53,732      (52,545)      10,328
Exchange gains/(losses)                4,698           -        (1,516)          -      (3,738)                     (556)
Dividend income                        2,573           -             -           -           -            -        2,573
Profit on sale of joint venture            -           -             -           -      31,093            -       31,093
Income tax                            (2,214)          -         2,155           -        (250)           -         (309)
Minority interest                        371           -             -           -           -            -          371
Loss from discontinuing               (9,866)          -             -           -           -            -        (9,866)
  operations
                                -----------------------------------------------------------------------------------------
Net (loss)/profit                $  (112,426) $        -   $    (3,192)$    (6,640)$    53,419  $         -   $   (68,839)
                                =========================================================================================
OTHER INFORMATION
Segment assets                   $   683,747  $        -   $   129,288 $     8,088 $   712,663  $  (757,559)(b)$  776,227
Investment in equity method           14,000           -             -           -           -            -        14,000
  associates
Investment in equity method joint     54,924           -             -           -           -                     54,924
  ventures
Segment liabilities                  854,633           -        64,697       6,543     430,706     (757,559)(b)   599,020
Capital expenditure                    9,586           -         1,766           -           -            -        11,352
Amortization of program & film        32,237           -             -           -           -            -        32,237
  rights

</TABLE>

(a)  Represents interest income and expenses on loans between group
     companies in different segments and Corporate that eliminate on
     consolidation.

(b)  Represents adjustments to the assets and liabilities for the segments
     relating to inter-segment loans that eliminate on consolidation.

(c)  Earnings before interest, tax, depreciation and amortization is
     provided in addition to and not as a substitute for operating loss.

(d)  Excludes amortization of program and film rights included in cost of
     providing services and amortization of goodwill on equity method
     investments included in equity results in joint ventures and equity
     results in associates.


                                   F-33


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.  Business and geographical segments (continued)

     Secondary reporting format - geographical segments

     The group operates in four main geographical areas:

     Africa and the Middle East: The Company generates revenue from
     television platform services with operations in various countries, of
     which South Africa is the most significant. Additionally, the Company
     provides internet services and generates revenue from the sale and
     licensing of interactive television and technology products and
     services, which are provided by subsidiaries based in the United
     States of America and the Netherlands.

     Mediterranean: The Company generates television platform revenue
     through operations in Greece and Cyprus. Additionally, the Company
     provides internet services and generates revenue from the sale and
     licensing of interactive television and technology products and
     services, which are provided by subsidiaries based in the United
     States of America and the Netherlands.

     Asia: The Company's activities comprise its interest in internet
     activities based in Thailand, Indonesia and China. Furthermore, the
     Company generates revenue from the sale and licensing of interactive
     television and technology products and services, which are provided by
     subsidiaries based in the United States of America and the
     Netherlands.

     United States of America: The Company's activities comprise its
     interest in OpenTV, providing interactive television, based in the
     United States of America.

     Other: Other includes the Company's subsidiaries, which are located
     mainly in the Netherlands, providing technology products and services.
     It also includes the assets of MIHL, based in the British Virgin
     Islands, which mainly comprise cash and investments in Group
     companies.

<TABLE>
<CAPTION>
                          Africa &      Mediterranean       Asia          USA          Other       Reconciling       Total
                        Middle East                                                                   items
                        (thousands)      (thousands)     (thousands)  (thousands)   (thousands)    (thousands)    (thousands)
                        ------------    -------------  ------------- ------------  -------------  ------------   -------------
<S>                     <C>             <C>            <C>           <C>           <C>            <C>            <C>
Year ended March 31,
2001

External revenue (1)     $  482,446      $   148,757    $  37,843    $  30,164    $    74,358     $        -     $   773,568
Segment assets (2)          237,116          179,651       56,682      770,061      1,172,907       (486,712)      1,929,705
Capital expenditure (2)       5,952            5,365       11,159       10,935          4,911              -          38,322

Year ended March 31,
2000

External revenue         $  495,677      $   144,478    $  16,794    $   6,483    $    59,977     $        -     $   723,409
Segment assets              216,090          265,912       15,853      193,840        900,845       (515,640)      1,076,900
Capital expenditure           8,246            5,346        3,537        4,533          3,832              -          25,494

Year ended March 31,
1999

External revenue         $  416,243      $   136,985    $ 18,501     $   5,213    $    30,913     $        -      $  607,855
Segment assets              362,843          213,288     107,616             -        850,039       (757,559)        776,227
Capital expenditure           5,091            4,495           -             -          1,766              -          11,352
</TABLE>


     (1) External revenue by destination
     (2) Country of origin

     Included in the Africa and Middle East regions are external revenues to
     customers located in South Africa of $475.6 million (2000: $487.5
     million, 1999: $384.2 million), and long-lived assets and capital
     expenditure of $117.2 million (2000: $122.0 million, 1999: $270.4
     million) and $5.9 million (2000: $8.2 million, 1999: $9.4 million)
     respectively whose country of origin is South Africa.

     Included in the Mediterranean region and the United States of America are
     long-lived assets of $110.9 million (2000: $193.1 million, 1999: $117.0
     million) and $563.2 million (2000: $73.5 million) respectively.

     Included in other is revenue of $nil and long-lived assets of $674.1
     million (2000: $381.0 million, 1999: $299.8 million) relating to MIHL,
     based in the British Virgin Islands.

     With the exception of South Africa, the Mediterranean and the United
     States of America, no other individual country contributed more than 10%
     of consolidated net revenues and assets.


                                     F-34
<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.  Business and geographical segments (continued)

     Primary reporting format under US GAAP

     The following tables present the Company's reportable segments using
     the principles of IAS and the United States Generally Accepted
     Accounting Practice (US GAAP) principles of SFAS 131.

     Since the Company's Chief Executive Officer reviews the full financial
     results, including revenue and expenses, of the Company's joint
     ventures on a regular basis, for decision making regarding the
     allocation of resources, full disclosure is provided regarding the
     revenues and expenses of these joint ventures to comply with the
     management approach of SFAS 131.

     In addition to the reconciling items recorded and disclosed under IAS
     in the preceding tables, the reconciling items in the US GAAP
     segmental disclosures in the following tables include the elimination
     of the revenue and expenses relating mainly to UBC and M-Web, to
     reconcile the total segmental revenues and expenses to the
     consolidated revenue and expenses, since UBC and M-Web are accounted
     for using the equity method of accounting in the Company's
     consolidated financial statements.


<TABLE>
<CAPTION>
                                                                     Year ended March 31, 2001
                             -------------------------------------------------------------------------------------------
                               Subscriber Platforms       Software Solutions                  Reconciling   Consolidated
                             -------------------------  --------------------------
                              Television    Internet      Mindport      OpenTV     Corporate    items          total

                             (thousands)  (thousands)   (thousands)   (thousands) (thousands) (thousands)   (thousands)
                             ------------------------------------------------------------------------------------------
REVENUE
<S>                          <C>         <C>           <C>           <C>          <C>        <C>          <C>
External                     $  744,488  $   65,556    $    70,625   $   72,403   $       -  $  (179,504) $     773,568
Inter-segmental                   1,533         158          5,586        2,176           -       (9,453)             -
                             ------------------------------------------------------------------------------------------
Total revenue                $  746,021  $   65,714    $    76,211   $   74,579   $       -  $  (188,957) $     773,568
                             ==========================================================================================
RESULTS
Earnings/(loss) before
interest, tax, depreciation
and amortization             $   61,582  $  (73,001)   $   (12,379)  $  (32,032)  $ (11,130) $    21,510  $     (45,450)
Depreciation and
amortization                   (115,083)    (33,536)        (8,664)    (127,645)       (253)      82,381       (202,800)
                             ------------------------------------------------------------------------------------------
Operating loss                  (53,501)   (106,537)       (21,043)    (159,677)    (11,383)     103,891       (248,250)
Equity accounted results        (26,636)       (693)             -            -           8      (48,396)       (75,717)
Financial results, net          (85,315)     (2,115)           (81)      13,344      51,880       13,988         (8,299)
Loss on marketable
securities                            -           -              -      (42,926)          -            -        (42,926)
Profit on sale/dilution of
subsidiaries and joint
venture, net                     28,016       1,217              -      399,994           -            -        429,227
                             ------------------------------------------------------------------------------------------
(Loss)/earnings before tax
and minority interests         (137,436)   (108,128)       (21,124)     210,735      40,505       69,483         54,035
Income tax                       (6,927)       (838)        (3,485)       7,449      (3,397)         451         (6,747)
Minority interests               33,753      41,653              -       99,472           -      (69,934)       104,944
                             ------------------------------------------------------------------------------------------
Net (loss)/profit            $ (110,610) $  (67,313)   $   (24,609)  $  317,656   $  37,108  $         -  $     152,232
                             ==========================================================================================
OTHER INFORMATION
Segment assets               $  503,217  $  157,458    $   357,587   $  770,018   $ 817,079  $  (675,654)     1,929,705
Investment in equity method
investees                         7,617           -              -            -       1,592       33,475         42,684
Capital expenditure              25,167      34,709          4,911       10,935           -      (29,409)        46,313

</TABLE>


                                     F-35

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.   Business and geographical segments (continued)

<TABLE>
<CAPTION>
                                                                     Year ended March 31, 2000
                             ------------------------------------------------------------------------------------------
                             Subscriber Platforms         Software Solutions                  Reconciling   Consolidated
                             -----------------------   ------------------------
                             Television   Internet       Mindport     OpenTV      Corporate      items          total
                             (thousands) (thousands)   (thousands)  (thousands)  (thousands)  (thousands)    (thousands)
                             ------------------------------------------------------------------------------------------
REVENUE
<S>                          <C>         <C>           <C>           <C>          <C>        <C>          <C>
External                     $  745,787  $   23,052    $    60,493   $   31,036   $       -  $  (136,959) $     723,409
Inter-segmental                     562       1,654         11,252            -           -      (13,468)             -
                             ------------------------------------------------------------------------------------------
Total revenue                $  746,349  $   24,706    $    71,745   $   31,036   $       -  $  (150,427)       723,409
                             ==========================================================================================
RESULTS
Earnings/(loss) before
interest, tax, depreciation
and amortization             $   44,076  $  (33,792)   $    (9,642)  $  (15,001) $ (11,022)  $    29,223  $       3,842
Depreciation and
amortization                   (119,076)     (9,083)        (5,100)     (10,332)       (356)      69,937        (74,010)
                             ------------------------------------------------------------------------------------------
Operating loss                  (75,000)    (42,875)       (14,742)     (25,333)    (11,378)      99,160        (70,168)
Equity accounted results         (8,558)       (205)             -            -        (402)     (32,456)       (41,621)
Financial results, net          (80,864)      1,097          1,053        3,727      50,432        8,699        (15,856)
Profit on sale of associate      15,199       1,488              -            -           -       (1,488)        15,199

Profit on sale of interests
in subsidiaries and joint
venture, net                          -           -          2,812       96,160           -            -         98,972
                             ------------------------------------------------------------------------------------------
(Loss)/earnings before tax
and minority interests         (149,223)    (40,495)       (10,877)      74,554      38,652       73,915        (13,474)
Income tax                       (1,713)          -          1,470            -        (439)          48           (634)
Minority interests               50,117      23,367          3,199        2,153          89      (73,963)         4,962
Loss from discontinuing
operations                       (7,878)          -              -            -           -            -         (7,878)
                             ------------------------------------------------------------------------------------------
Net (loss)/profit            $ (108,697) $  (17,128)   $    (6,208)  $   76,707   $  38,302  $         -  $     (17,024)
                             ==========================================================================================

OTHER INFORMATION
Segment assets               $  602,183  $  122,182    $    41,512   $  193,840   $ 877,809  $  (840,971) $     996,555
Investment in equity method
investees                        21,790       2,704            671            -           -       44,710         69,875
Capital expenditure              18,974       8,043          3,325        4,533         666      (10,047)        25,494
</TABLE>




                                     F-36
<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

30.  Business and geographical segments (continued)

<TABLE>
<CAPTION>

                                                                Year ended March 31, 1999
                                -----------------------------------------------------------------------------------------
                                  Subscriber Platforms       Software Solutions
                                -------------------------  -----------------------             Reconciling   Consolidated
                                  Television  Internet       Mindport    OpenTV     Corporate      items         total
                                 (thousands) (thousands)   (thousands) (thousands) (thousands)  (thousands)   (thousands)
                                -----------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>         <C>         <C>          <C>           <C>

REVENUE
External                          $  612,245  $        -   $   63,911   $   15,185 $        -   $  (83,486)   $   607,855
Inter-segmental                          551                    9,355            -          -       (9,906)             -
                                -----------------------------------------------------------------------------------------
Total revenue                     $  612,796  $        -   $   73,266   $   15,185 $        -   $  (93,392)       607,855
                                =========================================================================================
RESULTS
(Loss)/earnings before            $  (15,057) $        -   $   (1,257)  $   (9,676)$  (11,692)  $   51,294    $    13,612
  interest, tax, depreciation
  and amortization
Depreciation and amortization        (78,800)          -       (3,690)       (2,780)      (225)      34,105        (51,390)
                                -----------------------------------------------------------------------------------------
Operating loss                       (93,857)          -       (4,947)     (12,456)   (11,917)      85,399        (37,778)
Equity accounted results              (3,938)          -            -            -          -      (39,334)       (43,272)
Financial results, net               (55,003)          -         (400)          47     34,493       11,785         (9,078)
Profit on sale of joint venture            -           -            -            -     31,093            -         31,093
                                -----------------------------------------------------------------------------------------
(Loss)/earnings before tax          (152,798)          -       (5,347)     (12,409)    53,669       57,850        (59,035)
  and minority interests
Income tax                            (2,237)          -        2,155            -       (250)          23           (309)
Minority interests                    52,475           -            -        5,769          -      (57,873)           371
Loss from discontinuing               (9,866)          -            -            -          -            -         (9,866)
  operations
                                -----------------------------------------------------------------------------------------
Net (loss)/profit                 $ (112,426) $        -   $   (3,192)  $   (6,640)$   53,419   $        -    $   (68,839)
                                =========================================================================================
OTHER INFORMATION
Segment assets                    $  765,222  $        -   $  129,288   $    8,088 $  712,663   $ (839,034)   $   776,227
Investment in equity method           18,218           -            -            -          -       50,706         68,924
  investees
Capital expenditure                     9,931           -        1,766        1,531          -       (1,876)        11,352

</TABLE>


                                   F-37




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

31.  Commitments and contingencies

     (a)  Program and film rights and set-top boxes

          At March 31, 2001 the Company had entered into contracts for the
          purchase of program and film rights, and set-top boxes. The
          Company's commitments in respect of these contracts amounted to
          $104.3 million (2000: $120.0 million) and $44.5 million (2000:
          $12.5 million) respectively.

     (b)  Capital expenditure

          Commitments in respect of contracts placed for capital
          expenditure amount to $3.5 million (2000: $3.0 million).

     (c)  Operating lease commitments

          Refer to note 10.

     (d)  Lines of credit

          At March 31, 2001 the Company had unused overdraft borrowing
          facilities of $59 million. Subsequent to year end MIHL extended
          its unused and available lines of credit to $100 million, for
          which the Company's investments in the following shares has been
          pledged as security: Myriad International Holdings BV, MIH Sarl,
          Irdeto Access BV, Mindport BV, Myriad Holdings Africa BV, NetMed
          NV, OpenTV, Corp. and United Broadcasting Corporation Public
          Company Limited.

     (e)  Loss insurance

          The Company does not generally carry risk of loss insurance for
          injury to others, damage to the property of others, or
          interruption of its business operations.

     (f)  Guarantees

          At March 31, 2001 the Company had guarantees of $7.9 million
          (2000: $4.2 million) in respect of office and hire rental
          contracts.

     (g)  Claims

          Certain of the Company's subsidiaries are defendants of a claim
          from a supplier for an amount of $19.3 million in respect of
          alleged damages for an alleged breach in terms of trade. Based on
          the facts and pleadings to date, the Company's attorneys and the
          directors are of the opinion that there is a strong likelihood
          that the Company will be successful in defending this action
          without loss to the Company other than charges for legal council,
          and no provision has therefore been raised.

      It is intended to fund the commitments mentioned in paragraphs (a) to
      (c) above from existing borrowing facilities and funds generated within
      the Company.


                                   F-38


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

32.  Risk management

     Credit risk

     The Company is exposed to certain concentrations of credit risk
     relating to its cash and current investments. It places its cash and
     current investments with high-quality institutions. The Company's
     policy is designed to limit exposure to any one institution and invest
     its excess cash in low-risk investment accounts. No losses have been
     experienced on such accounts. At March 31, 2001 cash and current
     investments were held with numerous financial institutions. With
     respect to accounts receivable, the Company's customer base is
     dispersed across many geographical areas. Customers' payment history
     is monitored and allowances for doubtful accounts are established when
     necessary.

     Interest rate and equity market risk

     The Company generally does not undertake any specific actions to cover
     its exposure to interest rate risk. At March 31, 2001 the Company's
     assets only included certain short-term fixed or variable rate
     instruments. The fair value of these instruments would not change
     significantly as a result of changes in interest rates owing to their
     short-term nature and variable interest rates, respectively. At March
     31, 2001 the fair value of its U.S. dollar-denominated finance lease
     liabilities was estimated at $229.3 million (2000: $181.6 million).
     Assuming an increase of 1.5 percentage points on the weighted average
     interest rate, the fair value of the finance lease liabilities would
     be approximately $12.8 million lower than the fair value at March 31,
     2001. A similar increase in the interest rate on other long-term debt
     has no material impact on the fair value.

     The Company's portfolio of equity securities includes a minority
     equity investment in a United Kingdom company, which is traded on the
     London and EASDAQ stock exchanges (refer note 38(h)). In connection
     with this investment the Company recognized a loss of $27.9 million of
     which $19.1 million is unrealized (included in "Loss on marketable
     securities" in the Consolidated Statement of Operations). Subsequent
     to year-end the Company has liquidated its entire investment in this
     company. The Company's portfolio of equity securities also includes
     investments in a number of privately held companies, many of which can
     still be considered to be in the start-up or development stages. These
     investments are inherently risky as the market for the technologies or
     products they have under development may never materialize. During
     fiscal 2001 the Company wrote off $15 million (included in "Loss on
     marketable securities" in the Consolidated Statement of Operations) in
     respect of such investments.

     Foreign currency management

     The Company's functional currencies are generally the local currencies
     of the countries in which it operates. All transactions in currencies
     other than the given functional currency are recorded at the rate of
     exchange of the transaction. Any resulting exchange differences are
     included in current results. The cumulative translation effects of
     translating the financial statements using functional currencies other
     than the U.S. dollar to the reporting currency, are included in the
     foreign currency translation adjustment in shareholders' equity and
     are included in net earnings upon sale or liquidation of the
     underlying investments only.

     A number of the Company's subsidiaries use foreign currency forward
     exchange contracts, which typically expire within one year, to hedge a
     substantial portion of their currency risks arising from payments of
     foreign currencies related to the purchase of goods and services in
     currencies other than their functional currency. Realized gains and
     losses on these contracts are recognized in the same period as the
     hedged transactions are included in earnings. The Company had foreign
     exchange forward contracts on hand at March 31, 2001, hedging the
     South African rand and Greek drachma against the U.S. dollar. The
     Company does not currently hold or issue derivative financial or
     interest rate instruments for trading purposes, but intends to
     continue to use forward exchange contracts to limit its exposure to
     expected depreciation of some of its functional currencies relative to
     foreign currencies in which it incurs a significant portion of its
     cost.

     The Company's forward exchange contracts are primarily to hedge the
     South African rand and Greek drachma against the U.S. dollar. During
     the year ended March 31, 2001 the value of the U.S. dollar increased
     against the South African rand by approximately 22.34% and the Greek
     drachma by approximately 12.07%. The cost of its foreign currency
     commitments was approximately $4.8 million less during this year as a
     result of forward currency contracts entered into, measured as the
     difference between the spot rate and the contract rate at the contract
     due date. At March 31, 2001 the Company's net monetary liability
     position in U.S. dollars, subject to risk of foreign currency exchange
     rate fluctuations, amounted to $129 million. The exposure amount
     primarily reflects U.S. dollar-denominated debt relating to finance
     lease commitments and program and film rights. The aggregate
     hypothetical loss in earnings on an annual basis that would result on
     these foreign denominated balances from a hypothetical appreciation of
     10% of the U.S. dollar, European currency unit and the Netherlands
     guilder against the South African rand and Greek drachma is estimated



<PAGE>

     to be $14.9 million. The Company's exposure to changes in other
     currencies is not expected to be material.

     The contractual amounts, exchange rates and settlement dates of the
     outstanding contracts at March 31, 2001 are set out below:

<TABLE>
<CAPTION>


                                     Contractual             Average
                                       Amounts               exchange
                                     (thousands)              rates          Settlement dates
                                    --------------         ------------      ----------------
<S>                                 <C>                    <C>               <C>

     South African rand/US dollar     $ 90,885                 7.4           April 1, 2001 to March 4, 2003
     Greek drachmae/US dollar         $  4,562               362.4           April 26, 2001 to August 24, 2001
</TABLE>


                                   F-39


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

33.  Fair value of financial instruments

     The carrying amount of cash and cash equivalents approximates fair
     value as a consequence of the short maturities of these instruments.
     The value of long-term debt is estimated using discounted cash flows
     based on the Company's incremental borrowing rates for similar types
     of borrowings. Marketable securities are stated at fair value. The
     fair value of long-term private equity investments is based on the
     directors' valuation. The value of forward exchange contracts is based
     on quoted market prices. A comparison of the carrying value and fair
     value of these instruments is as follows:

<TABLE>
<CAPTION>

                                                   March 31, 2001                       March 31, 2000
                                        ------------------------------------  -----------------------------------
                                           Carrying                               Carrying
                                             value           Fair value             value           Fair value
                                          (thousands)        (thousands)         (thousands)        (thousands)
                                        ----------------   ----------------   -----------------  ----------------
<S>                                     <C>                <C>                <C>                <C>

Assets:
  Cash and cash equivalents             $   329,686        $   329,686        $     180,009      $    180,009
  Receivables                               115,739            115,739               99,655            99,655
  Long-term private equity investments       29,260             29,260               12,970            12,970
  Marketable securities                     104,024            104,024              118,839           118,839

Liabilities
  Payables and provisions                   241,599            241,599              229,725           229,725
  Short-term borrowings                     123,546            123,546               94,064            94,064
  Long-term debt                            267,405            267,405              225,760           225,760

Off-balance-sheet instruments
  Forward exchange contracts                 95,447            102,562              113,419           111,244

</TABLE>

34.  Pension funds

     The Company has defined contribution plans covering employees of most
     of its subsidiaries. The Company's contributions under these plans are
     based primarily on the performance of the business units and employee
     compensation. Total expense amounted to $6.6 million for 2001, $7.3
     million for 2000 and $7.1 million for 1999.

35.  Post-retirement benefits

     MCA provides post-retirement benefits by way of medical aid
     contributions. At March 31, 2001 and 2000 the provision for benefits
     was $1.4 million and $2.1 million, respectively. During the year ended
     March 31, 1998 an agreement was reached with employees of MCA to
     terminate the post-retirement medical aid benefits plan in exchange
     for an increase of MCA's annual contributions to the retirement
     benefit fund. The provision is gradually released to operating results
     to match the additional contributions to the retirement benefit plan.

36.  Subsequent events

     Subsequent to year-end the Group acquired for $32 million a 46.5%
     stake in QQ, the most pervasive instant-messaging platform in China,
     from IDG Technology Venture Investment, Inc., IDG Technology Venture
     Investments LP, Millenium Vocal Limited and various private
     shareholders. Instant-messaging has become an important communications
     tool worldwide. QQ is currently the leading instant-messaging service,
     with 18 million active customers, representing 95% of the market.

     Subsequent to year-end OpenTV acquired, for a consideration of $59
     million, all the outstanding shares of Static 2358 Limited, a leading
     interactive television software development and entertainment company
     and creator of Playjam, the world's most successful iTV entertainment
     and games channel.

     Subsequent to year-end the Group reduced its interest in AEK FC SA to
     a direct holding of 15%.

                                   F-40


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

37.  Employee stock option plans

     The following employee stock option plans were in operation during the
     financial year:

     (a)  MIHH

          The Company's management and employees participate in the Stock
          Option Plan of the Company's parent, MIHH (the MIHH Plan). Under
          the plan, MIHH may grant options to its employees for up to 26.4
          million shares of MIHH's common stock. Stock options may be
          granted with an exercise price of not less than 100% of the
          market value of the options at the time of the grant. One third
          of the options generally vest at the anniversary of each of the
          third, fourth and fifth years after the grant date of the stock
          options and expire after ten years. Unvested shares are subject
          to cancellation upon expiration or termination of employment.

          Activity under the MIHH Plan is as follows:

<TABLE>
<CAPTION>
                                                   March 31, 2001            March 31, 2000            March 31, 1999
                                              ------------------------------------------------------------------------------
                                                             Weighted                  Weighted                   Weighted
                                                             average                    average                   average
                                                             exercise                  exercise                   exercise
                                                Shares     price (ZAR)     Shares     price (ZAR)    Shares     price (ZAR)
                                              ------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>          <C>           <C>         <C>

Outstanding at April 1, 2000, 1999 and 1998    8,852,838      16.39       9,519,986     14.29       6,770,048      15.22
Granted                                          772,222      43.89         607,913     46.17       3,385,245      11.82
Exercised                                       (678,225)     18.03        (729,511)    14.57        (400,023)     13.61
Forfeited                                       (375,055)     54.33        (545,550)    19.90        (235,284)     15.62
Cancelled                                       (307,940)     56.34               -         -               -          -
                                              ------------------------------------------------------------------------------
Outstanding at March 31, 2001, 2000 and 1999   8,263,840      17.30       8,852,838     16.39       9,519,986      14.29
                                              ==============================================================================
</TABLE>

The following table summarizes information about the stock options
outstanding at March 31, 2001:

<TABLE>
<CAPTION>


                                       Options outstanding                          Options currently exercisable
                       -----------------------------------------------------------------------------------------------
                                             Weighted
                           Number            average
                        outstanding at       remaining        Weighted average     Exercisable at   Weighted average
 Range of exercise        March 31,        contractual         exercise price        March 31,       exercise price
    price (ZAR)             2001           life (years)            (ZAR)               2001               (ZAR)
------------------     ----------------  ----------------  --------------------  ----------------- -------------------
<S>                    <C>               <C>               <C>                   <C>               <C>
  5.60  -  10.00           899,965             5.28                8.06               300,423             6.37
 10.01  -  15.00         2,224,591             6.88               12.77               275,806            12.50
 15.01  -  22.50         4,478,542             6.08               16.56             1,416,054            16.46
 22.51  -  58.00           495,942             9.17               42.23                     -                -
      74.00                164,800             8.96               74.00                     -                -
                       ----------------                                          -----------------
                         8,263,840                                                  1,992,283
                       ================                                          =================


</TABLE>


                                   F-41


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

     37.  Employee stock option plans (continued)

     (b)  MIHL

          On March 25, 1999 the Company established the MIH Limited Share
          Scheme (the MIHL Plan) under which it may award options for no
          more than 10% of the total number of ordinary shares. Stock
          options may be granted with an exercise price of not less than
          100% of the market value of the options at the time of the grant.
          One third of the options generally vest at the anniversary of
          each of the third, fourth and fifth years after the grant date of
          the stock options and expire after ten years. Unvested shares are
          subject to cancellation upon expiration or termination of
          employment.

          Activity under the MIHL Plan is as follows:

<TABLE>
<CAPTION>
                                                        March 31, 2001                March 31, 2000
                                                  ----------------------------------------------------------
                                                                  Weighted                      Weighted
                                                                   average                       average
                                                                   exercise                      exercise
                                                      Shares       price ($)       Shares       price ($)
                                                  ------------- --------------  ------------- --------------
<S>                                               <C>           <C>             <C>           <C>
Outstanding at April 1, 2000 and 1999               1,826,249      16.42                 -             -
Granted                                             1,041,059      20.03         1,993,877         16.27
Exercised                                                   -          -           (78,833)        12.76
Forfeited                                             (53,680)     16.80           (88,795)            -
Cancelled                                             (68,690)     63.25                 -          1.00
                                                  ------------- --------------  ------------- --------------
Outstanding at March 31, 2001 and 2000              2,744,938      17.26         1,826,249         16.42
                                                  ============= ==============  ============= ==============
</TABLE>


The following table summarizes information about the stock options
outstanding at March 31, 2001:


                                         Weighted
                                          average
                        Outstanding      remaining
 Range of Exercise      at March 31,    contractual
     price ($)             2001        life (years)
-------------------   ---------------  -------------
      10.57               854,552          8.00
      12.63               665,265          9.79
      18.63               695,607          8.08
      26.50                   100          8.25
      28.88                31,815          9.38
      29.38               176,190          8.50
      30.00                86,666          9.50
      30.62                25,000          9.50
      34.88               200,113          9.17
      52.38                 7,820          8.50
      71.50                 1,810          8.92
-------------------   ---------------  -------------
                        2,744,938
                      ===============

          As of March 31, 2001 no options were exercisable.

     (c)  Mindport Holdings Limited

          On October 14, 1999 Mindport Holdings Limited established the
          Mindport Holdings Limited Share Scheme (MHL), the Mindport
          Integrated Business Systems Share Scheme (MIBS) and the Irdeto
          Access Share Scheme (IA). In terms of the schemes, options of no
          more than 10% of the total number of ordinary shares of Mindport
          Holdings Limited, Mindport Integrated Business Systems BV and
          Irdeto Access BV may be awarded. Stock options may be granted
          with an exercise price of not less than 100% of the fair value of
          the shares at the time of the grant. One third of the options
          generally vest at the anniversary of each of the third, fourth
          and fifth years after the grant date of the stock options and
          expire after ten years. Unvested shares are subject to
          cancellation upon expiration or termination of employment.


                                   F-42


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

37.  Employee stock option plans (continued)

     (c)  Mindport Holdings Limited (continued)

          Activity under the MHL Plan is as follows:

<TABLE>
<CAPTION>
                                                        March 31, 2001                March 31, 2000
                                                  ----------------------------  ----------------------------
                                                                  Weighted                      Weighted
                                                                   average                       average
                                                                   exercise                      exercise
                                                      Shares       price ($)       Shares       price ($)
                                                  ------------- --------------  ------------- --------------
<S>                                               <C>           <C>             <C>           <C>
         Outstanding at April 1, 2000 and 1999      1,153,441           9.22              -              -
         Granted                                            -              -      2,044,010           9.22
         Exercised                                    (38,372)          9.22       (842,683)          9.22
         Forfeited                                     (5,060)          9.22        (47,886)          9.22
                                                  ------------- --------------  ------------- --------------
         Outstanding at March 31, 2001 and 2000     1,110,009           9.22      1,153,441           9.22
                                                  ============= ==============  ============= ==============

         Activity under the MIBS Plan is as follows:

                                                        March 31, 2001                March 31, 2000
                                                  ----------------------------  ----------------------------
                                                                  Weighted                      Weighted
                                                                   average                       average
                                                                   exercise                      exercise
                                                      Shares       price ($)       Shares       price ($)
                                                  ------------- --------------  ------------- --------------
        Outstanding at April 1, 2000 and 1999         154,895          8.83               -                -
        Granted                                       134,348          9.48         187,612             8.83
        Forfeited                                     (74,076)         9.40         (32,717)            8.83
                                                  ------------- --------------  ------------- --------------
        Outstanding at March 31, 2001 and 2000        215,167          9.04         154,895             8.83
                                                  ============= ==============  ============= ==============

        Activity under the IA Plan is as follows:

                                                        March 31, 2001                March 31, 2000
                                                  ----------------------------  ----------------------------
                                                                  Weighted                      Weighted
                                                                   average                       average
                                                                   exercise                      exercise
                                                      Shares       price ($)       Shares       price ($)
                                                  ------------- --------------  ------------- --------------
        Outstanding at April 1, 2000 and 1999         254,703          8.30               -                -
        Granted                                       299,747         13.60         296,954             8.30
        Forfeited                                        (890)         8.30         (42,251)            8.30
                                                  ------------- --------------  ------------- --------------
        Outstanding at March 31, 2001 and 2000        553,560         11.17         254,703             8.30
                                                  ============= ==============  ============= ==============

</TABLE>

        The following table summarizes information about the stock options
        outstanding at March 31, 2001:

<TABLE>
<CAPTION>

                                                                           Weighted average remaining
          Exercise price             Outstanding as at March 31,2001         contractual life (years)
-------------------------------    -----------------------------------    -----------------------------
   MHL       MIBS         IA          MHL         MIBS          IA           MHL         MIBS        IA
---------  ---------  ---------    ---------   ----------   ----------    ---------   ---------   ---------
<S>        <C>        <C>          <C>         <C>          <C>           <C>         <C>         <C>

$  9.22    $  8.83    $  8.30      1,110,009      146,319      253,813         8.54        8.54        8.54
      -       9.48      12.00              -       68,848       59,862            -        9.46        9.38
      -          -      14.00              -            -      239,885            -           -        9.75
                                   ---------   ----------   ----------
                                   1,110,009      215,167      553,560
                                   =========   ==========   ==========



       As of March 31, 2001 no options were exercisable.
</TABLE>


                                   F-43


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

     37.  Employee stock option plans (continued)

          (d)  M-Web China (BVI) Limited and M-Web Thailand (BVI) Limited

               On May 14, 2000 M-Web China (BVI) Limited established the
               M-Web China (BVI) Limited Share Trust and M-Web Thailand
               (BVI) Limited established the M-Web Thailand (BVI) Limited
               Share Trust. In terms of the schemes, options of no more
               than 15% of the total number of ordinary shares of M-Web
               China (BVI) Limited and M-Web Thailand (BVI) Limited,
               respectively may be awarded. Stock options may be granted
               with an exercise price of not less than 100% of the fair
               value of the shares at the time of the grant. One quarter of
               the options generally vest at the anniversary of each of the
               first, second, third and fourth years after the grant date
               of the stock options and expire after ten years. Unvested
               shares are subject to cancellation upon expiration or
               termination of employment.

               Activity under the M-Web China (BVI) Limited Plan and M-Web
               Thailand (BVI) Limited Plan is as follows:


<TABLE>
<CAPTION>
                                       M-Web China (BVI) Limited          M-Web Thailand (BVI) Limited
                                             March 31, 2001                       March 31, 2001
                                   ----------------------------------    --------------------------------
                                                         Weighted                              Weighted
                                                          average                               average
                                                          exercise                             exercise
                                         Shares           price ($)           Shares            price ($)
                                   -----------------  ---------------    ---------------    -------------
<S>                                <C>                <C>                <C>                <C>
Outstanding at April 1, 2000                    -                 -                   -                -
Granted                                 2,910,271              1.00           2,230,531             1.00
Forfeited                                (204,978)             1.00             (99,996)            1.00
                                   -----------------  ---------------    ---------------    -------------
Outstanding at March 31, 2001           2,705,293              1.00           2,130,535             1.00

                                   =================  ===============    ===============    =============
</TABLE>


           The following table summarizes information about the stock options
           outstanding at March 31, 2001:


<TABLE>
<CAPTION>
                           M-Web China (BVI) Limited                                 M-Web Thailand (BVI) Limited
             -------------------------------------------------------    -------------------------------------------------------
                                                      Weighted                                                  Weighted
                                                       average                                                   average
                                   Outstanding        remaining                             Outstanding         remaining
                                   at March 31,    contractual life                         at March 31,    contractual life
             Excercise price($)        2001           (years)           Excercise price($)       2001            (years)
             -------------------- --------------   -----------------    ------------------  ------------    -------------------
<S>          <C>                  <C>              <C>                  <C>                 <C>             <C>
                      1.00          2,705,293            9.13                      1.00       2,130,535            9.13
                                  ==============                                            ============
</TABLE>


            As of March 31, 2001 no options were exercisable.


                                   F-44


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

37.  Employee stock option plans (continued)

     (e)  OpenTV Corp

          Options are currently outstanding under the following plans: (i)
          the Amended and Restated OpenTV Corp. 1999 Share Option/Share
          Issuance Plan (1999 Plan), (ii) the Amended and Restated OpenTV,
          Inc. 1998 Option/Stock Issuance Plan (1998 Plan), (iii) four
          option plans assumed in connection with the SpyGlass merger
          (collectively, the "Assumed SpyGlass Plan"), consisting of (a)
          the SpyGlass, Inc. 1995 Stock Incentive Plan, (b) the SpyGlass,
          Inc. 1995 Director Stock Option Plan, (c) the AllPen Software
          1997 Stock Option Plan, and (d) the Navitel Communications 1997
          Stock Option Plan, and two option plans assumed in connection
          with the CableSoft merger (Assumed CableSoft Plans), consisting
          of (a) the CSS Acquisition Corporation 2000 Special Stock
          Incentive Plan, and (b) the CSS Acquisition Corporation 2000
          Stock Plan.

          At present options are issued only from the 1999 Plan. The
          compensation committee of the board of directors of OpenTV
          administers the 1999 Plan. The committee has complete discretion
          to make all decisions relating to the interpretation, operation
          and amendment of the 1999 Plan. The committee has discretion to
          determine grant recipients, vesting requirements, exercise prices
          and other terms and conditions of award eligibility. Consistent
          with the foregoing, options are generally granted at an exercise
          price equal to the fair market value on the date of grant and
          vest 25% after 12 months of continuous service with OpenTV and
          1/48th over each of the next 36 months. The term of the options
          generally is 10 years from the date of grant. Unexercised options
          generally expire three months after termination of employment
          with OpenTV. A total of 8,980,000 Class A Ordinary Shares have
          been reserved for issuance under the 1999 Plan since its
          inception, and as at March 31, 2001 options to purchase 5,430,912
          Class A Ordinary Shares were outstanding under the 1999 Plan.

          Effective as of October 23, 1999 options (Assumed Options) to
          purchase 5,141,114 shares of Class A Common Stock of OpenTV, Inc.
          under the 1998 Plan were assigned to and assumed by OpenTV and
          the Assumed Options thereafter represented the right to purchase
          under the 1999 Plan an identical number of Class A Ordinary
          Shares of OpenTV. The remainder of the options then outstanding
          under the 1998 Plan were not assigned to and assumed by OpenTV.
          The 1998 Plan will remain in existence for the sole purpose of
          governing those remaining options until such time as such options
          have been exercised and the underlying shares have become
          transferable by the holders. Options or shares awarded under the
          1998 Plan that are forfeited or cancelled will no longer be
          available for issuance under the 1998 Plan. As of March 31, 2001
          options to purchase 159,000 shares of OpenTV, Inc.'s Class A
          Common Stock were outstanding under the 1998 Plan.

          All of the options to purchase SpyGlass common stock outstanding
          under the Assumed SpyGlass Plans were converted in the SpyGlass
          merger, and all of the options to purchase CableSoft common stock
          outstanding under the Assumed CableSoft Plans were converted in
          the CableSoft merger, into options to purchase OpenTV's Class A
          Ordinary Shares. The Assumed Plans will remain in existence for
          the sole purpose of governing these remaining options, until such
          time as such options have been exercised and the underlying
          shares have become transferable by the holders. Options awarded
          under the Assumed Plans that are forfeited or cancelled will no
          longer be available for issuance under Assumed Plans, and no new
          options will be granted to employees under the Assumed Plans.


                                   F-45


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

37.   Employee stock option plans (continued)

      (e)  OpenTV Corp (continued)

           Activity under the Plan is as follows:

<TABLE>
<CAPTION>
                                                   March 31, 2001            March 31, 2000            March 31, 1999
                                              -------------------------- ------------------------- -------------------------
                                                             Weighted                  Weighted                   Weighted
                                                             average                    average                   average
                                                             exercise                  exercise                   exercise
                                                Shares     price (ZAR)     Shares     price (ZAR)    Shares     price (ZAR)
                                              -------------------------- ------------------------- -------------------------
<S>                                           <C>          <C>           <C>          <C>          <C>          <C>
Outstanding at April 1, 2000, 1999 and 1998    5,353,562         7.31      4,733,249         1.05    3,531,088       1.05
Options cancelled under the 1998 Plan                  -            -     (5,141,104)           -            -          -
Options assumed under the 1999 Plan                    -            -      5,141,104            -            -          -
Options related to SpyGlass acquisition        2,023,219        23.36              -            -            -          -
Options related to CableSoft acquisition         148,031         1.95              -            -            -          -
Granted                                        3,461,220        27.87      2,812,460        10.70    2,270,600       1.05
Exercised                                     (1,609,854)        3.74     (1,757,351)        1.05     (190,538)      1.05
Forfeited/cancelled                           (1,298,248)       36.43       (434,796)        3.96     (877,901)      1.05
                                             --------------------------- ------------------------- ---------------------------
Outstanding at March 31, 2001, 2000 and 1999   8,077,930        16.50      5,353,562         7.31    4,733,249       1.05
                                             =========================== ========================= ==========================
</TABLE>


         The following table summarizes information about the stock options
         outstanding at March 31, 2001:

<TABLE>
<CAPTION>


                               Options outstanding              Options currently exercisable
                       ----------------------------------  -----------------------------------------
                                             Weighted
                           Number            average              Number
                        outstanding at       remaining         exercisable at
 Range of exercise        March 31,        contractual            March 31,      Weighted average
    price ($)               2001           life (years)             2001         exercise price ($)
------------------     ----------------  ----------------  --------------------  ------------------
<S>                    <C>               <C>               <C>                   <C>
     -    -   10.0         4,937,066               8.46         2,035,451                    3.00
  11.0    -   20.0         1,270,026               8.50           738,936                   15.33
  21.0    -   30.0           222,494               9.53            45,395                   29.76
  31.0    -   40.0           354,347               9.50             2,000                   33.19
  41.0    -   50.0           715,132               9.20            40,126                   48.89
  51.0    -   60.0           434,110               9.27            19,094                   53.64
  81.0    -  100.0           144,755               8.94            38,553                   84.08
                       ================                    ====================
                           8,077,930                            2,919,555



</TABLE>


           At March 31, 2001, 2000 and 1999 vested options to purchase
           2,919,555, 4,537,711 and 1,333,433 shares of common stock
           respectively, were unexercised.


                                   F-46


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

38.  Differences between IAS and US GAAP

     The Company's consolidated financial statements are prepared in
     accordance with IAS, which differs in certain respects from US GAAP.
     The significant differences that affect the Company's results, assets,
     liabilities and shareholders' equity are as follows:

     (a)  Equity accounting for UBC

          Under IAS the investment in UBC was carried at cost through June
          30, 1999. In June 1999 the Company increased its shareholding in
          UBC to approximately 26.1% and as a result exercises significant
          influence in UBC. Under IAS the Company has applied the equity
          method of accounting for UBC from the date of the increase in
          shareholding. US GAAP requires a retroactive adjustment of
          financial statements for an investee that was previously
          accounted for on a basis other than the equity method when that
          investee becomes qualified for use of the equity method. The
          adjustment therefore reflects the effect of applying the equity
          method to the investment in UBC retroactively from the date of
          the increase in shareholding under US GAAP. As a result of the
          retroactive application of the equity method of accounting, the
          amount of goodwill recorded under US GAAP is $29.9 million less
          then that recorded under IAS, which results in a higher level of
          amortization expense being recorded under IAS. The adjustment
          also reflects the difference in goodwill amortization.

     (b)  Stock based compensation

          Under IAS the Company does not recognize a compensation expense
          for stock option and stock purchase plans. For US GAAP purposes
          the Company accounts for its stock option and stock purchase
          plans under US GAAP Accounting Principles Board Opinion No. 25
          "Accounting for Stock Issued to Employees" (APB 25), as permitted
          by Statement of Financial Accounting Standards No. 123
          "Accounting for Stock Based Compensation" (SFAS 123). n general
          APB 25 requires that the intrinsic value of the options, defined
          as the market value of the share at grant date less the exercise
          price, be recognized as compensation expense prospectively over
          the vesting period of the related options.

          In connection with certain option grants to employees under the
          MIHL Plan during the year ended March 31, 2000 the Company
          recorded deferred compensation for purposes of US GAAP for
          stock-based compensation totaling $6.6 million. During the year
          ended March 31, 2001 deferred compensation was reduced by
          $300,000 and the capital surplus credited by a similar amount due
          to the termination of certain employees. The deferred
          compensation is being amortized over the vesting period of the
          related options, generally between four and five years, resulting
          in a $1.6 million (2000: $1.7 million) amortization charge for
          the year ended March 31, 2001 under US GAAP. As of March 31, 2001
          the Company had unamortized deferred stock compensation of $3.0
          million, which amounts are expected to be fully amortized over
          the next two to three years.

          During the year ended March 31, 2000 the Company recorded a
          compensation expense under US GAAP in connection with the
          acceleration of vesting of options to certain departing employees
          at their termination dates. The compensation cost of $7.4 million
          is measured as the difference between the market value and the
          exercise price of the MIHL and MIHH shares at the termination
          dates of the employees ($4 million and $3.4 million
          respectively).

          During the year ended March 31, 2001 the Company recorded
          compensation expense relating to options issued to non-employees
          of $0.5 million (2000 and 1999: $Nil).

          During the year ended March 31, 2000 the Company recorded a
          compensation charge under US GAAP of $60.3 million in connection
          with a cash-less stock grant arising out of the MHL share scheme.

          In August 2000 OpenTV settled an alleged wrongful termination
          suit with a former employee that included the issuance of options
          to purchase shares of OpenTV, Inc.. Under US GAAP the fair value
          of the options granted of $1.5 million before minority interest,
          was recorded as a charge to the profit and loss account.

          During the year ended March 31, 2001 the Company recorded
          deferred compensation for US GAAP stock-based compensation
          totaling $24.7 million (2000: $22.5 million, 1999: $Nil)
          representing the difference between the exercise price and deemed
          fair market value for OpenTV share options. During the year ended
          March 31, 2001 deferred compensation was reduced by $1.5 million
          (2000 and 1999: $Nil) and capital surplus of OpenTV was credited
          by a similar amount due to the termination of certain employees.
          The deferred compensation is being amortized over the vesting
          period of the option life, which is generally four years,
          resulting in a compensation charge of $5.5 million (2000: $9.8
          million), after minority interest of $7.6 million (2000: $6.5
          million). As of March 31, 2001 OpenTV had unamortized deferred
          stock compensation of $16.3 million, which is expected to be
          fully amortized over the next two to three years.

                                   F-47


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

38.  Differences between IAS and US GAAP (continued)

     (c)  Strategic investments

          In October 1999 OpenTV completed a private placement of warrants
          to purchase Class A Ordinary Shares of OpenTV and Convertible
          Preference Shares for net proceeds of $31.3 million. The
          Convertible Preference Shares, which contained embedded
          beneficial conversion features, were converted into Class A
          Ordinary Shares of OpenTV at the time of OpenTV's public
          offering. Under EITF 98-5 the beneficial conversion feature was
          accounted for as a deemed preferred stock dividend of $25.3
          million (after minority interests of $5.9 million) in the period
          ended March 31, 2000. The fair value attributable to the warrants
          at the time of issue resulted in a non-cash warrant expense of
          $36.7 million (after minority interests of $27.2 million) in the
          period ended March 31, 2000. The warrants were valued using the
          Black-Scholes option pricing model. This expense relating to
          beneficial conversion feature and the warrants was offset by an
          increase in the dilution gain by $62.0 million that the Company
          realized as a result of OpenTV's public offering.

     (d)  Performance warrants

          In November 1999 OpenTV issued warrants to purchase 700,000 Class
          A Ordinary Shares to General Instrument Corporation (GIC), which
          warrants were exercisable based on GIC meeting certain
          performance milestones. Under US GAAP the initial fair value
          attributable to the performance warrants of $37.5 million was
          recorded as deferred compensation in the period ended March 31,
          2000. Under EITF 96-18, the fair value of the warrants is to be
          calculated using the Black-Scholes option pricing model at each
          period end until the measurement date, deemed in this case to be
          the completion of the performance milestones. All performance
          milestones had been met during 2001 and accordingly, the fair
          value of the warrants was fixed at $16.7 million after minority
          interest of $12.9 million. During the year ended March 31, 2001 a
          total of $0.6 million (2000: $16.1 million, 1999: $Nil), after
          minority interest of $1.0 million (2000: $11.9 million, 1999:
          $Nil) was amortized as non-cash warrant expense. The unamortized
          balance of $7.9 million (as a result of the change in value of
          the shares) was credited to additional paid-in capital of Open TV
          in 2001.

     (e)  Profit on sale of interest in Orbicom

          In August 1999 the Company disposed of its 20% interest and its
          loan claims in Orbicom (Proprietary) Limited (Orbicom) to MIHH,
          which, in turn, together with its interest of 80%, sold the total
          investment in Orbicom to M-Cell Limited (M-Cell) in exchange for
          23,952,096 M-Cell shares with a market value of $39 million . Of
          this total consideration, $21 million was allocated to the
          Company, which was received in the form of 4,432,273 shares in
          M-Cell with a market value of $7.2 million and a $13.4 million
          note receivable from MIHH. The consideration received by the
          Company, after allocating $6 million to settle the loan claims,
          gave rise to a profit on sale of the associate of $15 million, as
          the carrying value of the Orbicom investment was recorded at no
          value in the accounting records of the Company.

          Under IAS it is appropriate for the Company to recognize the gain
          on the sale of its interest in Orbicom, regardless of the related
          party nature of the transaction and the disproportionate
          allocation of proceeds. Based on positions taken by the
          Securities and Exchange Commission (SEC), under US GAAP this
          transaction is evaluated as a transaction between entities under
          common control, whereby generally no gains or losses are
          recognized on the sale of an asset. Any gains or losses are
          accounted for as a capital contribution or distribution. The sale
          of Orbicom to a third party was executed simultaneously with the
          sale of the 20% interest by the Company to MIHH. The sale of the
          Company's interest in Orbicom to MIHH was a way to convenience
          the transaction with the third party and it is, therefore,
          appropriate to recognize a proportionate share of the profit
          generated in the transaction. However, the excess of the
          consideration received over the proportionate share of the total
          consideration amounting to $8.6 million is accounted for as a
          capital contribution by MIHH under US GAAP.

     (f)  Acquisition of SpyGlass

          In March of 2000 OpenTV signed a definitive merger agreement with
          SpyGlass, Inc. to acquire all of SpyGlass's outstanding stock in
          a stock-for-stock transaction. In addition, SpyGlass options and
          warrants were to be assumed by OpenTV upon the consummation of
          the merger. The merger was consummated on July 24, 2000 and 12.7
          million Class A Ordinary Shares were issued and options over 2.5
          million Class A Ordinary Shares related to the assumed SpyGlass
          options and warrants were granted. Under IAS the value of the
          shares issued as consideration for the purchase of SpyGlass is
          measured using the market value of the shares on the consummation
          date of the acquisition. Under US GAAP the value of the shares
          issued is measured using the average market value of the shares a
          few days before and after the announcement date. In addition,
          under US GAAP, the fair value of options issued to replace
          SpyGlass options assumed by OpenTV is recorded as part of the
          purchase consideration, based on the fair value of the options
          issued on the grant date. As a result, the value of the purchase
          consideration under US GAAP was approximately $1.2 billion higher
          than that recorded under IAS. The difference in the value of the
          purchase consideration was allocated to goodwill under US GAAP
          and is being amortized over 5 years, consistent with the life of
          the related goodwill as recorded under IAS. Accordingly, this
          adjustment represents the additional goodwill charge of $160.8
          million, before minority interest of $91.5 million.


                                   F-48

<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

38.  Differences between IAS and US GAAP (continued)

     (g)  Adjustment to dilution gains

          During the year certain subsidiaries issued shares to third
          parties for cash or non-cash assets, which resulted in a dilution
          of the Company's ownership in these entities. The most
          significant of these transactions was the acquisition of SpyGlass
          as discussed in (f) above. Under IAS the Company has recorded a
          dilution gain resulting from these transactions as the value
          received for the subsidiaries' shares issued were greater than
          the Company's carrying value prior to the transactions.
          Generally, the calculation of, and accounting for, a dilution
          gain or loss is similar under US GAAP as it is under IAS.
          However, the calculation of the gain or loss under US GAAP is to
          be determined using the Company's carrying value based on US GAAP
          amounts. This adjustment reflects the difference between the
          gains calculated using IAS derived amounts and the gains
          calculated using US GAAP derived amounts.

     (h)  Unrealized loss on marketable securities

          During 2001 the Company wrote down marketable securities to their
          current market value. Subsequent to year-end the Company has
          liquidated its entire investment in this company (refer note 32).
          Under IAS the write-down to current market value was included in
          the determination of the current year's net income. Under US GAAP
          unrealized gains and losses on available for sale securities are
          reported in other comprehensive income (net of tax) as a separate
          component of shareholders' equity unless a decline in the fair
          value of the underlying securities is other than temporary. This
          adjustment reverses the charge to net income by $4.8 million (net
          of taxes of $7.4 million and minority interest of $6.5 million)
          as the decline in fair value is not seen as being other then
          temporary.

     (i)  Write-back of asset impairment

          In prior years the Company provided against the carrying value of
          certain assets due to unfavorable political and economic
          conditions ruling in the countries of the related operations.
          During the year ended March 31, 2001 the Company, having
          determined that the position in these countries had stabilized
          sufficiently, released the provision previously raised against
          these assets. Under US GAAP the assets provided against were
          considered impaired and written-down upon the creation of the
          provision. Under US GAAP impairment write-downs can not be
          written back up to their historical carrying amounts. As such,
          this adjustment reverses the release of the provision as recorded
          under IAS.

     (j)  Program and film rights

          The Company accounts for fixed price program and film rights
          contracts and the portion of variable price program and film
          rights contracts for which the cost can be reliably measured as
          an asset and liability under IAS 38 "Intangible Assets" and IAS
          37 "Provisions, Contingent Liabilities and Contingent Assets".
          Under SFAS 63 "Financial Reporting by Broadcasters" the asset and
          liability are recorded when the license period begins, the
          program is available for its first broadcast and the cost of each
          program is known or reasonably determinable. Under US GAAP
          program and film rights are therefore only accounted for on
          screening. The different treatment does not have an impact on net
          profit or shareholders' equity. The total assets and liabilities
          as of March 31, 2001 and March 31, 2000 relating to program and
          film rights each decreased by $58.2 million and $62.7 million
          comprising of a decrease in current assets by $13.1 million
          (2000: $13.8 million), non-current assets by $45.1 million (2000:
          $48.9 million), current liabilities by $20.9 million (2000: $23.1
          million) and non-current liabilities by $37.3 million (2000:
          $39.6 million).

                                   F-49


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>

                                                                                YEAR ENDED MARCH 31,
                                                               --------------------------------------------------------
                                                                       2001                2000              1999
                                                                    (THOUSANDS)          (THOUSANDS)      (THOUSANDS)
                                                               ---------------------  ----------------  ---------------
<S>                                                            <C>                    <C>               <C>
I  RECONCILIATION OF NET PROFIT/(LOSS):
   (IN THOUSANDS, EXCEPT PER SHARE DATA)

   NET PROFIT/(LOSS) UNDER IAS                                 $          152,232     $       (17,024)  $      (68,839)
   US GAAP ADJUSTMENT:
     (a) Equity accounting for UBC                                          5,986              10,476           (5,193)
     (b) Stock-based compensation                                         (16,751)            (85,791)               -
     (c) Strategic investment
                     - non-cash warrant expense                                 -             (63,900)               -
                     - beneficial conversion feature                            -             (31,250)               -
     (d) Performance warrants                                              (1,610)            (28,025)               -
     (e) Profit on sale of Orbicom                                              -              (8,557)               -
     (f) Amortization of SpyGlass goodwill                               (160,755)                  -                -
     (g) Adjustment to dilution gains                                     477,112              95,150                -
     (h) Unrealized loss on marketable securities                          18,768                   -                -
     (i) Write back of asset impairment                                    (2,601)                  -                -
     Effect of adjustments on taxation                                     (7,436)                  -                -
     Effect of adjustments on minority interests                           94,416              18,458                -
                                                               ---------------------  ----------------  ---------------
   NET PROFIT/(LOSS) UNDER US GAAP                             $          559,361     $      (110,463)  $      (74,032)
                                                               =====================  ================  ===============
   NET PROFIT/(LOSS) UNDER US GAAP CONSISTS OF:
     Profit/(loss) from continuing operations                  $          559,361     $      (102,585)  $      (64,166)
     Loss from discontinuing operations                                         -              (3,813)          (9,866)
     Loss arising on discontinuing operations                                   -              (4,065)               -
                                                               ---------------------  ----------------  ---------------
     Net profit/(loss)                                         $          559,361     $      (110,463)  $      (74,032)
                                                               =====================  ================  ===============
    Weighted average common shares outstanding                         55,414,252          50,790,662       38,235,000
    Diluted weighted average common shares outstanding                 56,537,850          50,790,662       38,235,000
    BASIC PROFIT/(LOSS) PER SHARE:
        Continuing operations                                  $            10.09      $        (2.01)  $        (1.68)
        Discontinuing operations                                                -               (0.16)           (0.26)
                                                               ---------------------  ----------------  ---------------
    BASIC PROFIT/(LOSS) PER SHARE UNDER US GAAP                $            10.09      $        (2.17)  $        (1.94)
                                                               =====================  ================  ===============
    DILUTED PROFIT/(LOSS) PER SHARE:
        Continuing operations                                  $             9.89               (2.01)           (1.68)
        Discontinuing operations                                               -                (0.16)           (0.26)
                                                               ---------------------  ----------------  ---------------
    DILUTED PROFIT/(LOSS) PER SHARE UNDER US GAAP              $             9.89               (2.17)           (1.94)
                                                               =====================  ================  ===============


    RECONCILIATION OF SHAREHOLDERS' EQUITY:
    TOTAL SHAREHOLDERS' EQUITY UNDER IAS                       $          685,330     $       364,682   $      176,683
    US GAAP ADJUSTMENT:
     (a) Equity accounting for UBC                                        (13,469)            (19,454)         (29,930)
     (b) Stock-based compensation                                         (31,429)            (16,322)               -
     (c) Strategic investment - non-cash warrant expense                  (63,900)            (63,900)               -
                              - beneficial conversion feature             (31,250)            (31,250)               -
     (d) Performance warrants                                             (29,635)            (28,025)               -
     (f) Amortization of SpyGlass goodwill                               (160,755)                  -                -
     (g) Adjustment to dilution gains                                     572,262              95,150                -
     (i) Write back of asset impairment                                    (2,601)                  -                -
     Effect of adjustments on minority interests                          119,448              18,458                -
                                                               ---------------------  ----------------  ---------------
    TOTAL SHAREHOLDERS' EQUITY UNDER US GAAP                   $        1,044,001     $       319,339   $      146,753
                                                               =====================  ================  ===============
</TABLE>

                                   F-50


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

II    ADDITIONAL DISCLOSURE REQUIREMENTS

     (a)  Certain risk concentrations

          The Company's digital programming is or will be transmitted to
          customers through different satellites around the world, and in
          certain regions its terrestrial analog signal is also transmitted
          to regional broadcast points through satellites. In addition, the
          Company receives a significant amount of its programming through
          satellites. Satellites are subject to significant risks that may
          prevent or impair commercial operations. Although the Company has
          not experienced any significant disruption of its transmissions,
          the operation of satellites is beyond the control of the Company.
          Disruption of satellite transmissions could have a material adverse
          effect on the Company.

          Certain of the Company's products and services are concentrated in
          the digital interactive television software industry, which is
          characterized by rapid technological advances, changes in customer
          requirements and evolving regulatory requirements and industry
          standards. Any failure by the Company to anticipate or to respond
          adequately to technological developments in the industry, changes
          in customer requirements or industry standards, or any significant
          delays in the development or introduction of products or services,
          could have a material adverse effect on the business and operating
          results. Achieving and sustaining profitability will require
          widespread adoption of the Company's system by multiple industry
          participants and the television-viewing public.

     (b)  Stock-based compensation

          As permitted by SFAS 123, for purposes of US GAAP, the Company
          applies Accounting Principles Board (APB) Opinion 25 "Accounting
          for Stock Issued to Employees" and related interpretations in
          accounting for its plans. Accordingly, no compensation cost has
          been recognized for its stock option plan. Had compensation cost
          for the Company's stock option plan been determined based on the
          fair value at the grant dates for awards under those plans
          consistent with the method of SFAS 123 the Company's net
          income/(loss) and net income/(loss) per share under IAS would have
          been decreased/(increased) to the pro forma amounts indicated
          below:
<TABLE>
<CAPTION>

                                                                    YEAR ENDED       YEAR ENDED       YEAR ENDED
                                                                   MARCH 31, 2001   MARCH 31, 2000   MARCH 31, 1999
                                                                   --------------   --------------   --------------
<S>                                                                <C>              <C>              <C>
(IN THOUSANDS EXCEPT PER SHARE DATA)

Net profit/(loss)                 As reported                      $      152,232          (17,024)         (68,839)
                                  Pro forma                               127,804          (28,497)         (70,079)
Net profit/(loss) per share       As reported                                2.75            (0.34)           (1.80)
                                  Pro forma                                  2.31            (0.56)           (1.83)
Diluted profit/(loss) per share   As reported                                2.69            (0.34)           (1.80)
                                  Pro forma                                  2.26            (0.56)           (1.83)
</TABLE>



          The fair value of each option grant under the MIHH plan was
          calculated using the Black-Scholes option pricing method using the
          following assumptions for the years ended 2001, 2000 and 1999:
          dividend yield at 0% for all periods, volatility at 70%, 30% and
          30% respectively, weighted average expected option term of 7, 6 and
          6 years respectively and a risk free interest rate of 12%, 12% and
          12.7% respectively. The weighted average fair value of the options
          granted during 2001, 2000 and 1999 was R34.18, R25.30 and R6.19
          respectively.

          The fair value of each option grant under the MIHL, and Mindport
          plans were calculated using the Black-Scholes option pricing method
          using the following assumptions for the years ended 2001 and 2000:
          dividend yield at 0% for all periods, volatility at 67% and 30%
          respectively, weighted average expected option term of 7 and 6
          years respectively and a risk free interest rate of 5.14% to 6.39%
          and 5.25% to 6.0% respectively. The weighted average fair value of
          the options granted during 2001 and 2000 was $13.96 for MIHL and
          $8.53 for Mindport and $9.14 for MIHL and $18.18 for Mindport
          respectively. There was no activity in 1999 for these plans.

          The fair value of each option grant under the M-Web China and M-Web
          Thailand plans were calculated using the Black-Scholes option
          pricing method using the following assumptions for the year ended
          2001: dividend yield at 0%, volatility at 67%, a weighted average
          expected option term of 7 years and a risk free interest rate of
          4.8% to 6.76%. The weighted average fair value of options granted
          during 2001 was $0.71.

          The fair value of each option grant under the OpenTV plans was
          calculated using the Black-Scholes option pricing method using the
          following assumptions for the years ended 2001, 2000 and 1999:
          dividend yield at 0% for all periods, volatility at 135%, 184% and
          0% respectively, weighted average expected option term of 5, 5 and
          6 years respectively, risk free interest rate of 5.46% to 6.81%,
          4.75% to 6.00% and 4.95% to 5.70% respectively. The weighted
          average fair value of options granted during 2001, 2000 and 1999
          were $53.37, $8.78 and $0.15 respectively.

                                   F-51


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

II   ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)

     (c)  Restricted net assets

          The net assets of certain of MIHL's subsidiaries and associates are
          subject to regulatory restrictions with regard to the transfer of
          such assets to MIHL in the form of loans, advances or cash
          dividends without the consent of regulatory authorities. The
          restrictions primarily relate to foreign exchange control
          regulations in South Africa, which prescribe that South African
          residents and companies are not permitted to export capital from
          South Africa or to hold foreign currency without the approval of
          the South African Reserve Bank. These exchange control regulations
          effectively prevent MIHL from receiving distributions from its
          South African subsidiaries without regulatory approval. The total
          net assets of subsidiaries subject to such restrictions at March
          31, 2001 amount to approximately $62.7 million (2000: $46.6 million
          and 1999: $46.8 million).

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                               ------------------------------
                                                                    2001            2000
                                                                (THOUSANDS)      (THOUSANDS)
                                                               -------------    -------------
<S>                                                            <C>              <C>
BALANCE SHEETS

                                           ASSETS

   CURRENT ASSETS
     Cash and cash equivalents                                 $       1,101            3,662
     Other receivables                                                 2,248            1,542
     Net amounts owing by related parties                             15,944           10,478
                                                               -------------    -------------
                                                                      19,293           15,682
                                                               =============    =============
   NON-CURRENT ASSETS
     Long-term investments                                           674,056          380,974
                                                               -------------    -------------
        TOTAL ASSETS                                           $     693,349    $     396,656
                                                               =============    =============

                                         LIABILITIES

   CURRENT LIABILITIES
     Accrued expenses and other current liabilities            $       4,807            1,902
     Amounts owing to related parties                                  3,212           30,072
                                                               -------------    -------------
        TOTAL LIABILITIES                                              8,019           31,974
                                                               -------------    -------------

                                    SHAREHOLDERS' EQUITY

     Share capital                                                   986,031          807,116
     Accumulated loss                                               (244,665)        (399,410)
     Foreign currency translation adjustment                         (56,036)         (43,024)
                                                               -------------    -------------
        TOTAL SHAREHOLDER'S EQUITY                                   685,330          364,682
                                                               -------------    -------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $     693,349    $     396,656
                                                               =============    =============
</TABLE>

                                   F-52


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

II   ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                                                                  Year ended March 31,
                                                                       -----------------------------------------
                                                                           2001           2000           1999
                                                                       (thousands)    (thousands)    (thousands)
                                                                       -----------    -----------    -----------
<S>                                                                    <C>            <C>            <C>
Statements of operations

General and administrative expenses                                    $    (5,721)          (634)        (2,850)
Financial results, net                                                        (370)           628         (4,181)
Equity results in associates, joint ventures and subsidiaries              158,323       (131,189)       (92,901)
Profit on sale of associate                                                      -         15,199              -
Profit on sale of interests in subsidiaries and joint venture, net               -         98,972         31,093
                                                                       -----------    -----------    -----------
Net profit/(loss) for the year                                         $   152,232    $   (17,024)   $   (68,839)
                                                                       ===========    ===========    ===========



Statements of cash flow

Net cash used in operating activities                                  $    (7,593)          (634)        (2,850)
                                                                       -----------    -----------    -----------
Acquisition of associates and subsidiaries                                (174,996)      (140,071)       (76,214)
                                                                       -----------    -----------    -----------
Net cash used in investing activities                                     (174,996)      (140,071)       (76,214)
                                                                       -----------    -----------    -----------
Finance income/(cost)                                                         (370)           628         (4,181)
Proceeds from issue of share capital                                       180,440        171,102              -
Bank overdrafts and loans repaid                                               (42)       (33,001)             -
                                                                       -----------    -----------    -----------
Net cash from/(used in) financing activities                               180,028        138,729         (4,181)
                                                                       -----------    -----------    -----------
Net decrease in cash and cash equivalents                                   (2,561)        (1,976)       (83,245)
Cash and cash equivalents at beginning of the year                           3,662          5,669         89,226
Translation adjustment on cash and cash equivalents                              -            (31)          (312)
                                                                       -----------    -----------    -----------
Cash and cash equivalents at end of the year                           $     1,101    $     3,662 $        5,669
                                                                       ===========    ===========    ===========
</TABLE>

                                   F-53


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

II   ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)

     (d)  Significant associates: summarized financial information

          The following are the summarized balance sheets and statements of
          operations for M-Net/SuperSport, as derived from their audited
          financial statements and converted to US dollars:

                                                               MARCH 31,
                                                      --------------------------
                                                          2001           2000
                                                      (THOUSANDS)    (THOUSANDS)
                                                      -----------    -----------

          Current assets                              $   138,678    $   163,849
          Non-current assets                               84,313        100,049
                                                      -----------    -----------
          TOTAL ASSETS                                $   222,991    $   263,898
                                                      ===========    ===========

          Current liabilities                         $   108,092    $   135,895
          Non-current liabilities                          25,265         29,182
                                                      -----------    -----------
          TOTAL LIABILITIES                               133,357        165,077
                                                      -----------    -----------
          TOTAL SHAREHOLDERS' EQUITY                       89,634         98,821
                                                      -----------    -----------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $   222,991    $   263,898
                                                      ===========    ===========

          Net sales                                   $   260,426        263,543
          Operating profit                                 26,135         23,865
          Net profit                                       18,177         20,836


     (e)  Comprehensive income

<TABLE>
<CAPTION>

                                                             YEAR ENDED MARCH 31,
                                                   ---------------------------------------
                                                       2001          2000         1999
                                                   (THOUSANDS)   (THOUSANDS)   (THOUSANDS)
                                                   -----------   -----------   -----------
          <S>                                      <C>           <C>           <C>

          Net profit/(loss)                        $   152,232   $   (17,024)  $  (68,839)
          Capital injection by minorities                2,513             -            -
          Foreign currency translation adjustment      (13,012)      (12,541)      (8,051)
                                                   -----------   -----------   -----------
                                                   $   141,733   $   (29,565)  $  (76,890)
                                                   ===========   ===========   ===========


</TABLE>

                                   F-54


<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

II   ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)

     (f)  Acquisition pro forma information

          As disclosed in footnote 3 to the consolidated financial
          statements, OpenTV acquired all of the share capital of SpyGlass,
          Inc. on July 24, 2000. Had the acquisition been consummated as of
          April 1, 1999 the effect on the Company's revenues and net loss
          recorded under IAS would have been as follows:

<TABLE>
<CAPTION>

                                                                       Unaudited
                                                                  Year ended March 31,
                                                              ----------------------------

                                                                 2001              2000
                                                              (thousands)       (thousands)
                                                              -----------       -----------
<S>                                                           <C>               <C>

          Net revenue                                        $   784,627           755,458
          Net profit/(loss)                                       93,311          (208,671)
          Net profit/(loss) per share
              Basic                                                 1.68             (4.11)
              Diluted                                               1.65             (4.11)
          Shares used in computing net profit/(loss) per
          share attributable to ordinary shareholders
              Basic                                           55,414,252        50,790,662
              Diluted                                         56,537,850        50,790,662

</TABLE>

           The other acquisitions performed during the year would not have had
           a material impact on the reported revenues or net profit/(loss) of
           the Company in 2001 or 2000.

     (g)  Recently issued accounting standards

          In December 1999 the SEC issued Staff Accounting Bulletin No. 101
          or SAB 101 "Revenue Recognition in Financial Statements", which
          provides guidance on the recognition, presentation and disclosure
          of revenue in financial statements filed with the SEC. SAB 101
          outlines the basic criteria that must be met to recognize revenue
          and provides guidance for disclosures related to revenue
          recognition policies. The adoption of SAB 101 did not have a
          material effect on the financial position or results of operations
          of the Company.

          The IASC has issued IAS 17 (revised 1997) "Leases", which
          supercedes IAS 17 "Accounting for Leases" and is operative for
          financial statements covering periods beginning on or after January
          1, 2000. The changes from the original IAS 17 do not fundamentally
          alter the accounting treatments. The adoption of IAS 17 did not
          have an impact on the Company's consolidated financial statements.

          In March 1999 the IASC published IAS 39 "Financial Instruments -
          Recognition and Measurement". The standard is effective for the
          financial statements for the year ending March 31, 2002. IAS 39
          establishes standards for recognizing, measuring and disclosing
          information about an enterprise's financial assets and financial
          liabilities, including accounting for hedging transactions.

          In June 1998, the Financial Accounting Standards board (the FASB)
          issued SFAS No. 133 "Accounting for Derivative Instruments and
          Hedging Activities" (SFAS 133), as amended by SFAS No. 137 and SFAS
          No. 138. SFAS 133 requires the Company to record all derivatives on
          the balance sheet at fair value. Changes in derivative fair values
          will either be recognized in earnings as offsets to the changes in
          fair value of related hedged assets, liabilities and firm
          commitments or, for forecasted transactions, deferred and recorded
          as a component of other stockholders' equity until the hedged
          transactions occur and are recognized in earnings. The ineffective
          portion of a hedging derivative's change in fair value will be
          immediately recognized in earnings.

          The Company will record asset and shareholders' equity of $90.3
          million for the initial adoption of SFAS 133 and IAS 39.


                                     F-55

<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the directors and shareholders of
United Broadcasting Corporation Public Company Limited

We have audited the accompanying consolidated balance sheets of United
Broadcasting Corporation Public Company Limited and its subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, cash flows and changes in shareholders' equity for each of the
three years in the three year period ended December 31, 2000. These
consolidated financial statements are the responsibility of United
Broadcasting Corporation Public Company Limited management. Our responsibility
is to express an opinion on these consolidated financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. These standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of United Broadcasting Corporation Public Company Limited and its subsidiaries
as of December 31, 2000 and 1999, and the consolidated results of its
operations, cash flows and changes in shareholders' equity for each of the
three years in the three year period ended December 31, 2000, in conformity
with the International Accounting Standards.

International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of
consolidated results for each of the three years in the three year period
ended December 31, 2000 and shareholders' equity as of December 31, 2000 and
1999 to the extent summarized in Note 30 to the consolidated financial
statements.

PricewaterhouseCoopers ABAS Ltd.
Bangkok, Thailand

May 25, 2001


                                     F-56

<PAGE>

<TABLE>

                    United Broadcasting Corporation Public Company Limited and Subsidiaries
                                          Consolidated Balance Sheets
                                          December 31, 2000 and 1999
<CAPTION>

                                                                       2000          2000               1999
                                                          Notes      US$'000       Baht'000         Baht'000
                                                                     (note 2)
<S>                                                       <C>       <C>           <C>             <C>
ASSETS

Current Assets

Cash and cash equivalents                                   5       $    41,741   B   1,810,716   B  1,848,116
Accounts receivable, net                                    6             4,022         174,496        180,488
Amounts owed by related parties                            25               284          12,299         70,791
Refundable Value Added Tax, net                             7             6,668         289,274        251,818
Other current assets                                        8             3,223         139,798         98,082
                                                                    -----------   -------------   ------------
        Total Current Assets                                             55,938       2,426,583      2,449,295
Non-Current Assets
Tangible fixed assets, net                                 10            75,509       3,275,595      4,277,864
Goodwill, net                                              11            60,962       2,644,553      2,903,027
Film and program rights, net                               12            10,039         435,490        252,334
Inventories, net                                           13                42           1,822         32,189
Other non-current assets                                                    410          17,783         30,869
                                                                    -----------   -------------   ------------
        Total Non-Current Assets                                        146,962       6,375,243      7,496,283
                                                                    -----------   -------------   ------------
TOTAL ASSETS                                                        $   202,900   B   8,801,826   B  9,945,578
                                                                    ===========   =============   ============

LIABILITIES

Current  Liabilities

Current portion of finance lease obligations               16       $     4,309   B     186,917   B    92,965
Accounts payable                                                         24,882       1,079,378       894,912
Accrued expenses                                           14            25,375       1,100,791       706,710
Amounts owed to related parties                            25             8,923         387,069       432,834
Other current liabilities                                  15            10,945         474,792       468,457
                                                                    -----------   -------------   ------------
        Total Current Liabilities                                        74,434       3,228,947     2,595,878

Non-Current Liabilities
Finance lease obligations                                  16            52,727       2,287,276     2,009,019
Deferred taxation                                          18                 -               -             -
Other non-current liabilities                              17             5,932         257,335       207,847
        Total Non-Current Liabilities                                    58,659       2,544,611     2,216,866
                                                                    -----------   -------------   ------------
TOTAL LIABILITIES                                                       133,093       5,773,558     4,812,744
                                                                    ===========   =============   ===========

Minority interest                                          19             1,491          64,699        88,022

SHAREHOLDERS' EQUITY
Share capital                                              20
Authorized : 2000:970,404,513 and 1999:
  780,782,376 common shares Baht 10 par value                           223,699       9,704,045     7,807,824
                                                                    ===========   =============   ===========
Issued : 2000 and 1999 : 740,773,570 common
  shares Baht 10 par value, fully paid                                  170,764       7,407,736     7,407,736
Share premium                                                           153,715       6,668,159     6,668,159
Legal reserve                                              20               343          14,893        14,893
Accumulated loss                                                       (256,506)    (11,127,219)   (9,045,976)
                                                                    -----------   -------------   ------------
TOTAL SHAREHOLDERS' EQUITY                                               68,316       2,963,569     5,044,812
                                                                    -----------   -------------   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $   202,900   B   8,801,826   B 9,945,578
                                                                    ===========   =============   ===========

                   The accompanying notes are an integral part of these financial statements


</TABLE>

                                     F-57
<PAGE>


<TABLE>

                       United Broadcasting Corporation Public Company Limited and Subsidiaries
                                        Consolidated Statements of Operations
                                               for 2000, 1999 and 1998
                                      (in thousands, except per share amounts)
<CAPTION>

                                                                       2000          2000             1999         1998
                                                          Notes      US$'000       Baht'000         Baht'000     Baht'000
                                                                     (note 2)
<S>                                                     <C>         <C>           <C>             <C>           <C>


Net sales                                                  21       $   112,947   B   4,899,658   B 3,945,295   B  2,774,853

Operating expenses:
  Cost of providing services                                             73,303       3,179,905     3,073,605      3,067,135
  Selling, general and administrative                                    32,245       1,398,792     1,603,643      1,561,268
  Depreciation                                          3, 10            37,206       1,613,978     1,584,465        561,627
  Goodwill amortization                                    11             5,958         258,474       254,133        189,516
  Write-off of assets under concession agreements                             -               -             -        232,626
                                                                    -----------   -------------   -----------   ------------
     Total operating expenses                                           148,712       6,451,149     6,515,846      5,612,172

     Operating loss                                                     (35,765)     (1,551,491)   (2,570,551)    (2,837,319)

     Financial results, net                                23           (12,750)       (553,075)     (357,908)      (116,564)
                                                                    -----------   -------------   -----------   ------------
Loss before taxation and minority interest                              (48,515)     (2,104,566)   (2,928,459)    (2,953,883)
Taxation                                                   24                 -               -        (1,853)        (1,762)
                                                                    -----------   -------------   -----------   ------------
Loss before minority interest                                           (48,515)     (2,104,566)   (2,930,312)    (2,955,645)
Minority interest                                          19               538          23,323        40,533         36,263
                                                                    -----------   -------------   -----------   ------------
Net loss for the year                                               $   (47,977)  B  (2,081,243)  B(2,889,779)  B (2,919,382)
                                                                    ===========   =============   ===========   ============

Basic and diluted net loss per share                                $     (0.06)  B       (2.81)  B     (3.90)  B      (5.56)

Shares used to compute net loss per share                               740,774         740,774       740,774        525,156


                      The accompanying notes are an integral part of these financial statements
</TABLE>



                                     F-58
<PAGE>


<TABLE>
<CAPTION>
    United Broadcasting Corporation Public Company Limited and Subsidiaries
                     Consolidated Statements of Cash Flow
                            for 2000, 1999 and 1998

                                                                       2000          2000             1999         1998
                                                          Notes      US$'000       Baht'000         Baht'000     Baht'000
                                                                     (note 2)
<S>                                                       <C>       <C>           <C>             <C>           <C>
Cash flows from operating activities
Cash generated from operations                             27       $    37,503   B   1,626,859   B   320,249   B (1,562,395)
Interest received                                                         1,682          72,961        78,900         84,700
Interest paid                                                                (1)            (38)       (2,065)       (10,890)
Tax paid                                                                      -               -        (1,853)        (1,762)
                                                                    -----------   -------------   -----------   ------------
Net cash flows from/(used in) operating activities                       39,184       1,699,782       395,231     (1,490,347)

Cash flows from investing activities
Acquisition of tangible fixed assets (net)                 10           (15,109)       (655,405)     (243,608)    (1,006,908)
Proceeds from sales of tangible fixed assets                                168           7,270             -              -
Acquisition of film and program rights                     12           (14,622)       (634,298)     (645,061)      (498,689)
Acquisition of subsidiaries, net of cash acquired           4                 -               -             -     (3,639,326)
Net decrease in other investments                                           120           5,202         3,530        167,157
                                                                    -----------   -------------   -----------   ------------
Net cash (used in)/investing activities                                 (29,443)     (1,277,231)     (885,139)    (4,977,766)

Cash flows from financing activities

Proceeds from increase in share capital                    20                 -               -             -      9,351,895
Payment of finance lease obligations, including
interest                                                                (12,908)       (559,951)     (511,149)      (490,767)
Proceeds from sale and leaseback                           10             2,305         100,000             -              -
                                                                    -----------   -------------   -----------   ------------
Net cash (used in)/from financing activities                            (10,603)       (459,951)     (511,149)     8,861,128

Net increase in cash and cash equivalents                                  (862)        (37,400)   (1,001,057)     2,393,015

                                                                    -----------   -------------   -----------   ------------
Cash and cash equivalents at beginning of the year                       42,603       1,848,116     2,849,173        456,158


Cash and cash equivalents at end of the year                5       $    41,741   B   1,810,716   B 1,848,116   B  2,849,173
                                                                    ===========   =============   ===========   ============


                          The accompanying notes are an integral part of these financial statements


</TABLE>

                                     F-59
<PAGE>


<TABLE>

                             United Broadcasting Corporation Public Company Limited and Subsidiaries
                                    Consolidated Statement of Changes in Shareholders' Equity
                                                     for 2000, 1999 and 1998
                                                          (in thousands)
<CAPTION>

                                                   Share                  Share         Legal       Accumulated
                                                  Capital                Premium       Reserve         Loss            Total
                                           ------------------------
                                           Shares          Amount
                                           ---------    -----------    -----------   -----------   -------------    ------------
                                             '000         Baht'000       Baht'000      Baht'000       Baht'000        Baht'000
<S>                                        <C>          <C>            <C>           <C>           <C>              <C>


At January 1, 1998                           243,000      2,430,000      2,294,000        14,893      (3,236,815)      1,502,078

Share issue, registered May 7                237,783      2,377,824      1,188,912             -               -       3,566,736
Share issue, registered June 15               77,940        779,402        779,402             -               -       1,558,804
Share issue, registered July 3                60,000        600,000        900,000             -               -       1,500,000
Share issue, registered July 10               32,051        320,510        320,510             -               -         641,020
Share issue, registered July 29               90,000        900,000      1,185,335             -               -       2,085,335
Net loss                                           -              -              -             -      (2,919,382)     (2,919,382)
                                           ---------    -----------    -----------   -----------   -------------    ------------
At December 31, 1998                         740,774      7,407,736      6,668,159        14,893      (6,156,197)      7,934,591

Net loss                                           -              -              -             -      (2,889,779)     (2,889,779)
                                           ---------    -----------    -----------   -----------   -------------    ------------
At December 31, 1999                         740,774      7,407,736      6,668,159        14,893      (9,045,976)      5,044,812
Net loss                                           -              -              -             -      (2,081,243)     (2,081,243)
                                           ---------    -----------    -----------   -----------   -------------    ------------
At December 31, 2000                         740,774    B 7,407,736    B 6,668,159   B    14,893   B (11,127,219)   B  2,963,569
                                           =========    ===========    ===========   ===========   =============    ============


                            The accompanying notes are an integral part of these financial statements

</TABLE>



                                     F-60
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

1.   Nature of operations

United Broadcasting Corporation Public Company Limited is a public limited
company, incorporated and domiciled in Thailand, and listed on the Stock
Exchange of Thailand. The address of its registered is as follows;

Tipco Tower
118/1 Rama IV Road
Samsen Nai, Phayathai
Bangkok 10400
Thailand

United Broadcasting Corporation Public Company Limited ("UBC") and its
subsidiaries, UBC Cable Network Public Company Limited ("UBC Cable"),
Satellite Service Company Limited and Cineplex Company Limited, are engaged in
the operation of pay television networks (Digital Satellite Television and
Cable Service, respectively) under concessions received from the Mass
Communication Organization of Thailand, under agreements dated April 17, 1989
and June 6, 1994 respectively, and amendments thereto dated May 19, 1994 and
November 9, 1994, respectively, which expire on September 30, 2014 and
December 31, 2019, respectively. Under the aforesaid agreements, the Company
and UBC Cable must pay annual fees to the Mass Communication Organization of
Thailand based on a certain percentage of certain service income or at the
minimum fee as specified in each of those agreements, whichever is higher. In
addition, the Company and UBC Cable, according to the aforesaid agreements,
must transfer the ownership of certain equipment procured for the operations
of television networks to the Mass Communication Organization of Thailand
within the periods specified in each of those agreements.

UBC and its subsidiaries are referred to as the Company or the Group.

2.   Principal accounting policies

The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards ("IAS") issued by the
International Accounting Standards Committee. The financial statements have
been prepared on the historical cost basis. The Company has adopted IAS 22
(revised 1998) "Business Combinations", IAS 36 "Impairment of Assets", IAS 37
"Provisions, Contingent Liabilities and Contingent Assets" and IAS 38
"Intangible Assets" with effect from January 1, 1998.

The Company implemented the following revised International Accounting
Standards in 1998 in advance of their effective dates.

     o    IAS 19 - Employee benefits (Revised 1998)

The Company implemented the following revised International Accounting
Standard in 2000:

     o    IAS 10 - Events after the Balance Sheet Date (Revised 1999)

The Company implemented the following revised International Accounting
Standards in 2000 in advance of their effective dates:

     o    IAS 12 - Income Taxes (Revised 2000)
     o    IAS 19 - Employee Benefits (Revised 2000)

There are no changes in accounting policy that affect operating losses
resulting from the adoption of the above standards in these financial
statements as the Group was already following the recognition and measurement
principles in these standards.

                                     F-61

<PAGE>

       United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


Preparation of the consolidated financial statements in conformity with
International Accounting Standards requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(a)  Basis of consolidation

Subsidiary undertakings, which are those companies in which the Company,
directly or indirectly, has an interest of more than one half of the voting
rights, or otherwise has power to exercise control over the operations, have
been consolidated. Subsidiaries are consolidated from the date on which
effective control is transferred to the Company and are no longer consolidated
from the date of disposal. All intercompany transactions, balances, and
unrealized surpluses and deficits on transactions between group companies have
been eliminated. Where necessary, accounting policies for subsidiaries have
been changed to ensure consistency with the policies adopted by the Company.

The following are United Broadcasting Corporation Public Company Limited's
subsidiaries:

<TABLE>
<CAPTION>
                                         December 31,
                                         -------------
Company                                  2000     1999     Nature of business                       Country
                                         ----     ----
<S>                                      <C>      <C>      <C>                                      <C>
                                           %        %
Rainbow Media Co., Ltd.                  99.99    99.99    Not operating                            Thailand
IBC Symphony Co., Ltd.                   99.99    99.99    Not operating                            Thailand
Click TV Co., Ltd. (formerly Home
  Vision Entertainment Co., Ltd.)        99.99    99.99    Interactive television business          Thailand
Cineplex Co., Ltd.                       99.99    99.99    Program production                       Thailand
UBC Cable Network Public Co., Ltd.       98.62    98.62    Pay television via cable system          Thailand
Satellite Services Co., Ltd.             97.17    97.17    Sale and rental of equipment for         Thailand
                                                           Digital Satellite Television and
                                                           cable transmission, signal compression
                                                           service and signal installation and
                                                           connection service
International Broadcasting
  Corporation (Cambodia) Co., Ltd.       70.00   70.00     Not operating                            Cambodia
International Broadcasting
  Corporation (Laos) Co., Ltd.               -       -     Liquidated in 1999                       Laos
</TABLE>


(b)  Foreign currencies

The Company's reporting currency is the Thai Baht since our operations are
located in Thailand and the majority of our cash flows are in Thai Baht.

Foreign currency transactions in Group companies are accounted for at the
exchange rates prevailing at the date of the transactions. Gains and losses
resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies, are
recognized in the income statement. Such balances are translated at period-end
exchange rates unless hedged by forward foreign exchange contracts, in which
case the rates specified in such forward contracts are used.

(c)  Convenience translation

For convenience only a translation to the U.S. dollar is provided for the
balance sheet, statement of operations and cash flows as of and for the year
ended December 31, 2000 using the U.S. Federal Reserve exchange rate as of
December 31, 2000 of 43.38 Thai Baht to the U.S. dollar. Such translation
amounts are unaudited and should not be construed as representations that the
Thai Baht amounts represent, or have been or could be, converted in U.S.
dollars at that or any other rate.

                                     F-62

<PAGE>

       United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


(d)  Cash and cash equivalents

Cash and cash equivalents represent cash and short-term highly liquid
investments with original maturities of three months or less.

(e) Trade accounts receivables

Trade receivables are carried at anticipated realizable value. The Company
records an allowance for doubtful accounts, which is equivalent to the
estimated collection losses that may be incurred in the collection of all
receivables. The estimated losses are based on historical collection
experience combined with a review of the current status of the existing
receivables at the balance sheet date.

(f)  Film and program rights

Film rights are stated at acquisition cost less accumulated amortization.
Licenses are recorded as assets and liabilities for rights acquired and
obligations incurred under license agreements when the license period begins,
the cost of each program is known or reasonably determinable, we have accepted
the program material and it is available for the first showing. Sport rights
are written off upon showing the event and general entertainment and films are
amortized on a straight-line basis over the period of the license or based on
showings where the number of showings is limited. Amortization of program and
film rights is included in the cost of providing services. The costs of
in-house programs are expensed off as incurred.

(g)  Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated
depreciation. Depreciation is charged on a straight-line basis over the
estimated useful lives of the respective assets, or if shorter, the lease
term, based on the following useful lives:

                                                                  Years

          Leasehold improvements                                    5
          Leased transponder equipment                             12
          Transmission receiving equipment                         3-5
          Assets under concession agreements                        5
          Furniture, fixtures and office equipment                 3-5



Tangible fixed assets include assets, primarily transmission and receiving
equipment, used under concession agreements. These concession agreements are
Build Transfer Operate ("BTO") agreements, whereby the Company constructs and
pays for certain broadcasting assets, but transfers ownership of those assets
to the Mass Communication Organization of Thailand ("MCOT"). The Company
retains the right to use these assets during the concession period. At the end
of the concession period these assets are delivered to MCOT. These assets are
capitalized and depreciated over the shorter of their useful life of five
years and the remaining concession period. As of December 31, 2000 the
remaining concession period exceeded the remaining useful life of the
concession assets.

Leased transponder equipment is depreciated over the lease term of 12 years,
which is shorter than the estimated useful economic life of the equipment. The
Company's policy is to review useful lives periodically to assess whether
original estimates are still applicable. If expectations are significantly
different from previous estimates the depreciation charge for current and
future periods is adjusted. As set out in note 3, in the year ended December
31, 1999 the Company revised its estimate of the useful life of decoder
equipment from 10 years to 5 years. Gains and losses on disposal of leasehold
improvement and equipment are determined by reference to their carrying amount
and are taken into account in determining results.

                                     F-63

<PAGE>


       United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

(h)  Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair
value of the Company's share of the net identifiable tangible and intangible
assets of the acquired subsidiary at the date of acquisition. Goodwill on
acquisitions is reported in the balance sheet as an intangible asset and is
amortized using the straight-line method over its estimated useful life,
ranging from seven years eight months to 15 years.

(i)  Leases

Leases of equipment where the Company assumes substantially all the benefits
and risks of ownership are classified as finance leases. Finance leases are
capitalized at the estimated present value of the underlying lease payments.
Each lease payment is allocated between the liability and finance charges so
as to achieve a constant rate on the finance balance outstanding. The
corresponding rental obligations, net of finance charges, are included in
other long-term payables. The interest element of the finance charge is
charged to results over the lease period. The equipment acquired under finance
leasing contracts is depreciated over the shorter of the useful life of the
asset and the lease term. Leases of assets under which all the risks and
benefits of ownership are effectively retained by the lessor are classified as
operating leases. Payments made under operating leases are charged to results
on a straight-line basis over the period of the lease. When an operating lease
is terminated before the lease period has expired, any payment required to be
made to the lessor by way of penalty is recognized as an expense in the period
in which termination takes place.

(j)  Inventories

Inventories comprise set-top boxes and other equipment for receiving
subscription television services via the satellite platform, cable television
and MMDS equipment. Inventories on hand are valued at cost. An allowance is
recorded against cost where, in the opinion of the Company, there is
diminution in value arising on obsolete and defective inventories, or is
otherwise required by changes in circumstances. Cost of equipment for
receiving subscription services via the satellite platform is determined by
the average cost method. Costs of equipment for receiving subscription cable
television services and MMDS equipment are determined using the first-in,
first-out method. Inventories are reclassified to tangible fixed assets when
placed in service.

(k)  Long-lived assets

The Company assesses annually whether there is any indication that any of its
long-lived assets, including goodwill and other intangible assets, may be
impaired. The carrying value of a long-lived asset is considered impaired when
the recoverable value of the asset is separately identifiable and is less than
its carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the recoverable value of the long-lived
asset. Recoverable value is determined as the higher of value in use,
determined using anticipated cash flows discounted at a rate commensurate with
the risk involved and market value less estimated costs of disposal.
Impairment losses are charged to the statement of operations.

(l)  Taxation

Provision is made for all taxes payable in respect of taxable profits earned
in the year. The Company also provides at current rates for taxation on all
temporary differences between income for financial reporting and fiscal
purposes under the liability method. Currently enacted tax rates are used to
determine deferred income tax.

(m)  Minority interest

The interest of third parties in subsidiaries is accounted for on the basis of
their share in the underlying equity of the subsidiaries.

                                     F-64

<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

(n)  Employee benefits

Provident fund

The Company operates a provident fund, being a defined contribution plan, the
assets of which are held in a separate trustee-administered fund. The
provident fund is funded by payments from employees and by the relevant Group
companies. Current contributions to the pension funds operated for employees
are charged to the Statement of Operations as incurred. Employee entitlements
to annual leave are recognized when they accrue to the employees. A provision
is made for the estimated liability for annual leave as a result of services
rendered by employees up to the balance sheet date.

Equity compensation benefits

Share options are granted to senior management and employees meeting the
Employee Securities Option Plan ("ESOP") criteria. The Company does not
recognise compensation cost in respect of share options granted under the
scheme. When the options are exercised the Company will credit the proceeds
received, net of any transaction costs, to the share capital and share premium
account. As set out in note 20 no warrants have been issued prior to December
31, 2000 as the ESOP is pending approval from the Stock Exchange of Thailand.

(o)  Provisions

Provisions are recognized when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount of the obligation can be
made.

(p)  Revenue recognition

Revenue is derived from connection and installation fees, monthly subscription
fees, the sale of set-top boxes, sponsorship agreements and maintenance
services. Revenue from equipment installation and connection fees is
recognized when the installation is accomplished, to the extent of the direct
selling and installation costs incurred. Any excess is deferred and recognized
over the estimated subscription period. For the periods presented, such
revenues did not exceed expenses. Revenue from monthly subscription fees is
recognized in the month in which the service is provided, commencing from
completion of installation. Monthly subscription fees include a rental charge
to subscribers who rent, rather than purchase set-top boxes. Revenue on the
sale of set-top boxes is recognized upon delivery and acceptance of the
set-top box by the customer. Revenue from sponsorship agreements is recognized
upon the showing of the program for which the sponsorship payments are made.
Revenue from maintenance services is recognized when the maintenance service
is completed. Deferred revenue is recorded as a liability and recognized as
income as services are rendered according to the terms of subscribers'
agreements.

(q)  Advertising costs

Advertising costs are expensed in the financial period during which they are
incurred.

(r)  Dividends

Interim dividends are payable when declared by the directors, annual dividends
proposed are payable when declared by the directors and approved by the
shareholders. Dividends are recognized in the accounts in the period in which
they are declared. Dividends declared by United Broadcasting Corporation
Public Company Limited are payable in Thai Baht.

                                     F-65

<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

(s)  Financial instruments

Financial instruments carried on the balance sheet include cash and bank
balances, receivables, trade creditors, leases and borrowings. The particular
recognition methods adopted are disclosed in the individual policy statements
associated with each item. The Company and its subsidiaries are also parties
to financial instruments that reduce exposure to fluctuations in foreign
currency exchange rates. The accounting policy for such transactions is
described in (b) above.

(t)  Earnings per share

Loss per share is based on the loss from continuing operations divided by the
weighted average number of shares outstanding during each period.

(u)  Segment reporting

Based on the risks and rewards associated with the Company's business, its
organizational structure and the system of internal financial reporting to the
board of directors, management has determined that the Company operates in one
reportable business and geographical segment.

(v)  Recently issued accounting standards

In March of 1999, the IASC issued IAS 39, "Financial Instruments: Recognition
and Measurement". IAS 39 will be effective for the Company's financial
statements for the year ending December 31, 2001. IAS 39 establishes standards
for recognizing, measuring, and disclosing information about the Company's
financial assets and financial liabilities including accounting for hedging
transactions. Under this Standard, all financial assets and financial
liabilities should be recognized on the balance sheet, including all
derivatives, and measured primarily at fair value. The Company is currently
assessing the impact that this standard may have on the Company's financial
statements.

3.   Changes in accounting estimate in the useful life of certain operating
     equipment

The Company's policy is to review asset carrying values annually and to adjust
depreciation schedules to match estimated remaining useful lives. In the year
ended December 31, 1999 the Company reviewed the useful economic life of
decoder equipment included in transmission and receiving equipment in tangible
fixed assets in the accounts of its subsidiary, Satellite Services Company
Limited and revised the estimated useful life of decoder equipment to be 5
years inclusive of years already in service. Previously the Company had
depreciated such equipment over an estimated useful life of 10 years.

This change in estimate reflected recent technological and industry
developments in the pay television business, as a result of which the Company
decided in December 1999 to start offering interactive television services
which requires that existing decoder equipment is replaced on accelerated
basis. The Company accounted for this change in estimate on a prospective
basis, depreciating the carrying value of the assets of Baht 2,840 million at
January 1, 1999 over the remaining useful life of the assets at that date,
based on the revised useful life of 5 years, minus the years the decoder
equipment had been in service. The effect of this change in estimate on the
balance sheet at December 31, 1999 was to reduce transmission and receiving
equipment and total assets by Baht 689.8 million. The effect of this change in
estimate on the results for the year ended December 31, 1999 was to increase
the depreciation charge for the year and to increase the net loss before share
of loss to minority interest by Baht 689.8 million, and an increase in the net
loss per share of Baht 0.93.

                                     F-66

<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

4.   Significant acquisitions

Acquisition of UBC Cable, Cineplex and certain assets

On February 16, 1998, the Company agreed to acquire 97.85% of the common share
capital of UBC Cable Network Public Company Limited for Baht 1,424.8 million,
99.99% of the common share capital of Cineplex Company Limited for Baht 409.4
million, and transmission equipment (collectively the "Acquired UBC Cable
Businesses") from Telecom Holdings Company Limited and its subsidiaries
("Telecom Holdings") for Baht 1,904.5 million. The consideration for these
acquisitions was paid in cash, Baht 3,566.7 thousand of which was used by
Telecom Holdings to acquire 237,783 thousand shares of the Company. The
acquisition was completed on May 4, 1998 and was accounted for under the
purchase method of accounting. The excess of the purchase price over the fair
value of the net liabilities acquired was allocated to goodwill and is
amortized over 15 years.

Details of the combined net assets acquired on acquisition of the Acquired UBC
Cable Businesses are as follows:

                                                              Baht'000

             Cash and cash equivalents                        B   75,747
             Accounts receivable, net                            160,193
             Related party receivables                            96,510
             Inventories, net                                    253,270
             Other current assets                                118,020
             Property, plant and equipment                     1,452,450
             Other non-current assets                            167,690
             Accounts payable and accrued expenses              (637,660)
             Related party payables                             (589,820)
             Other current liabilities                           (45,370)
             Other non-current liabilities                      (128,030)
             Fair value of net tangible assets acquired          923,000
             Goodwill                                          2,815,740
             Total purchase price consideration                3,738,740

             Less:
             Non-cash consideration (non-refundable taxes)      (173,253)
             Cash and cash equivalents in UBC Cable Businesses   (75,747)
             Cash outflow on acquisition                      B 3,489,740
                                                              ===========

The subsidiaries acquired by the Company at May 4, 1998 contributed operating
loss of Baht 1,567.3 million to the Group for the period from May 4, 1998 to
December 31, 1998. Their net liabilities at December 31, 1998 were Baht
1,787.6 million.

On December 30, 1999 UBC Cable Network Public Company Limited increased its
share capital from 232.875 million shares to 362.875 million shares. All the
newly issued shares were fully subscribed by the Company and its shareholding
increased from 97.85% to 98.62%. No goodwill arose on this acquisition as the
Company absorbs the minority's share of net liabilities in the subsidiary. The
new shares were registered with the Thai Ministry of Commerce on January 11,
2000.

On December 30, 1999 Cineplex Co., Ltd increased its share capital from 31.94
million shares to 41.94 million shares. All newly issued shares were fully
subscribed by the Company. The new shares were registered with the Thai
Ministry of Commerce on January 7, 2000.

                                     F-67

<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

Satellite Services Company Limited

On May 6, 1998 Satellite Services Company Limited increased its share capital
from 160 million shares to 360 million shares. All the newly issued shares
were fully subscribed by the Company for consideration of Baht 2,000.0
million.

On July 1, 1998 the Company acquired a further 13.6 million shares in
Satellite Services Company Limited from Dhana Siam Finance Public Company
Limited ("Dhana Siam") at a total value of Baht 149.6 million. The shares were
acquired from a suspended finance company and the valuation attributed to the
shares and the consideration paid were determined based on the net assets of
the subsidiary as at January 31, 1998. The Company did not become the legal
registered owner of the shares until July 1, 1998, since Dhana Siam was a
suspended finance company at the time resulting in a delay of the transfer to
meet Thai legal and regulatory requirements associated with suspended finance
companies.

On December 30, 1999 Satellite Service Company Limited increased its share
capital from 360 million shares to 480 million shares. All the newly issued
shares were fully subscribed by the Company for consideration of Baht 1,200.0
million. The new shares were registered with the Thai Ministry of Commerce on
January 7, 2000.

The impact of the changes in the Company's shareholdings of Satellite Services
Company Limited during 1998 , 1999 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                     Increase/
                         Interest                   (Decrease) in                    Change in
                         Acquired/                  Share of Net                     Minority
                          Held      Consideration      Assets         Goodwill       Interests
                         ---------  -------------   ------------   -------------   -------------
                            %         Baht '000       Baht '000      Baht '000       Baht '000
<S>                      <C>        <C>             <C>            <C>             <C>
January 1, 1998           83.00%
July 1, 1998               8.50%    B   150,000     B    93,040    B     56,549    B   (93,040)
May 6, 1998                4.72%    B 2,000,000     B   (43,445)   B     43,445    B    43,445
December 30, 1999          0.94%    B 1,200,000     B   (23,510)   B     23,511    B    23,510
                         -------
December 31, 2000         97.16%
                         =======
</TABLE>



5.   Cash and cash equivalents

                                               December 31,
                                      ------------------------------
                                          2000               1999
                                      ------------      ------------
                                        Baht'000           Baht'000

Cash at bank and in hand              B    655,930      B    831,186
Short-term bank deposits                 1,154,786         1,016,930
                                      ------------      ------------
                                      B  1,810,716      B  1,848,116
                                      ============      ============


The weighted average effective interest rate on short-term bank deposits was
4.94% and 5.84% during 2000 and 1999 respectively.



                                     F-68
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

6.   Accounts receivable

                                                      December 31,
                                        ----------------------------------------
                                                2000                  1999
                                              Baht'000              Baht'000
                                        --------------------   -----------------

Trade accounts receivable               B          355,749     B      418,098
Less: Allowance for doubtful accounts             (181,253)          (237,610)
                                        --------------------   -----------------
                                        B          174,496     B      180,488
                                        ====================   =================



7.       Refundable Value Added Tax

                                                      December 31,
                                        ----------------------------------------
                                                2000                  1999
                                              Baht'000              Baht'000
                                        --------------------   -----------------
Refundable Value Added Tax ("VAT")      B          798,752     B       766,588
Less: Allowance for refundable VAT                (509,478)           (514,770)
                                        --------------------   -----------------
                                        B          289,274     B       251,818
                                        ====================   =================

The Company provides for VAT balances which are unlikely to be recovered.

8.       Other current assets

                                                      December 31,
                                        ----------------------------------------
                                                  2000                1999
                                                Baht'000            Baht'000
                                        --------------------   -----------------
Other accounts receivable               B           8,259      B        23,140
Prepaid expenses                                  106,202               34,981
Accrued income                                     14,209               20,264
Other                                              11,128               19,697
                                        --------------------   -----------------
                                        B         139,798      B        98,082
                                        ====================   =================



                                     F-69


<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


9    Valuation and qualifying accounts
<TABLE>
<CAPTION>
                                                                                            Debited/
                                                     Arising on                           (credited) to
                                  At December      Acquisition of                          statement of       At December
                                    31, 1997        Subsidiary           Utilized          operations          31, 1998
                                ----------------   ----------------   ----------------   -----------------  ----------------
                                    Baht'000           Baht'000           Baht'000           Baht'000           Baht'000
<S>                            <C>                <C>                 <C>                <C>               <C>
Allowance for:
Doubtful accounts receivable   B        106,504   B        274,204    B             -    B         22,190  B        402,898
 Slow moving and obsolete
 inventories                             61,790                  -                  -              41,407           103,197
Refundable VAT                           87,114            173,254                  -             257,428           517,796
Deferred taxes                        1,085,650            905,534                  -             781,197         2,772,381
                                ----------------   ----------------   ----------------   -----------------  ----------------
                               B      1,341,058   B      1,352,992    B             -    B      1,102,222  B      3,796,272
                                ================   ================   ================   =================  ================


                                                                                            Debited/
                                                     Arising on                           (credited) to
                                  At December      Acquisition of                          statement of       At December
                                    31, 1998        Subsidiary           Utilized          operations          31, 1999
                                ----------------   ----------------   ----------------   -----------------  ----------------
                                    Baht'000           Baht'000           Baht'000           Baht'000           Baht'000

Allowance for:
Doubtful accounts receivable   B        402,898   B              -    B     (195,396)    B         30,108  B        237,610
(note 6)
Slow moving and obsolete
 inventories (note 13)                  103,197                  -                  -             142,030           245,227
Refundable VAT (note 7)                 517,796                  -                  -             (3,026)           514,770
Deferred taxes (note 18)              2,772,381                             (150,328)             785,868         3,407,921
                                ----------------   ----------------   ----------------   -----------------  ----------------
                               B      3,796,272   B              -    B     (345,724)    B        954,980  B      4,405,528
                                ================   ================   ================   =================  ================


                                                                                            Debited/
                                                     Arising on                           (credited) to
                                  At December      Acquisition of                          statement of       At December
                                    31, 1999        Subsidiary           Utilized          operations          31, 2000
                                ----------------   ----------------   ----------------   -----------------  ----------------
                                    Baht'000           Baht'000           Baht'000           Baht'000           Baht'000
Allowance for:
Doubtful accounts receivable   B        237,610   B              -    B             -    B       (56,357)  B        181,253
(note 6)
Slow moving and obsolete
 inventories  (note 13)                 245,227                  -                  -           (110,595)           134,632
Refundable VAT (note 7)                 514,770                  -                  -             (5,292)           509,478
Deferred taxes (note 18)              3,407,921                  -                  -             322,739         3,730,660
                                ----------------   ----------------   ----------------   -----------------  ----------------
                               B      4,405,528   B              -    B             -    B        150,495  B      4,556,023
                                ================   ================   ================   =================  ================
</TABLE>




                                     F-70
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

10.  Tangible fixed assets

     Tangible fixed assets and the movements comprise (in thousands):

<TABLE>
<CAPTION>
                                                                                            Furniture,
                                  Leasehold      Leased      Transmission  Assets Under   Fixtures, and
                                  Improve-    Transponder    & Receiving    Concession        Office      Assets Under
                                    ments      Equipment       Equipment    Agreements       Equipment    Construction   Total
                               -------------- ------------- -------------- -------------  --------------- ------------  ------------
                                  Baht'000      Baht'000       Baht'000        Baht'000       Baht'000      Baht'000     Baht'000
<S>                           <C>           <C>            <C>             <C>           <C>            <C>           <C>
As at January 1, 1999
Cost                               113,738      1,928,981      3,944,743     1,032,639         290,637       248,214       7,558,952
Accumulated depreciation          (14,416)      (263,674)      (454,307)     (954,196)       (121,937)             -     (1,808,530)
                                ----------    -----------   ------------   -----------    ------------ ------------     ------------
Net book value                B     99,322  B  1,665,307   B  3,490,436  B     78,443   B     168,700   B   248,214   B   5,750,422
                                ==========    ===========   ============   ===========    ============ ============     ===========



Transactions during the year
ended December 31, 1999

Opening net book amount             99,322      1,665,307      3,490,436        78,443         168,700       248,214     5,750,422
Additions                            2,740              -        224,267        76,941          15,665             -       319,613
Reclassification                    11,500              -        136,565             -          57,000     (205,065)             -
Disposals - net                          -              -       (75,165)             -           (842)             -      (76,007)
Write-off of lost
 and impaired assets                     -              -      (110,793)             -        (20,906)             -     (131,699)
Depreciation charge               (32,867)      (166,531)    (1,264,022)      (40,856)        (80,189)             -   (1,584,465)
                                ----------    -----------   ------------   -----------    ------------ ------------     -----------
Closing net book amount             80,695      1,498,776      2,401,288       114,528         139,428        43,149     4,277,864
                                ==========    ===========   ============   ===========    ============ ============     ===========



As at December 31, 1999

Cost                               134,738      1,928,981      4,112,834     1,109,581         362,463        43,149      7,691,746
Accumulated depreciation          (54,043)      (430,205)    (1,711,546)     (995,053)       (223,035)             -    (3,413,882)
                                ----------    -----------   ------------   -----------     -----------    ----------    -----------
Net book value               B      80,695  B   1,498,776  B   2,401,288  B    114,528   B     139,428  B     43,149 B    4,277,864
                                ==========    ===========   ============   ===========     ===========    ==========    ===========


Transactions during the year ended
December 31, 2000

Opening net book amount             80,695      1,498,776      2,401,288       114,528         139,428        43,149      4,277,864
Additions                            3,852              -        643,318             -          30,982        57,048        735,200
Reclassification                     2,304              -         34,521             -          44,657      (81,482)              -
Disposals - net                        (2)              -        (7,659)          (65)         (1,156)       (3,549)       (12,431)
Write-off of lost and
 impaired assets-                        -              -      (111,060)             -               -             -      (111,060)
Depreciation charge               (23,706)      (166,530)    (1,306,958)      (44,917)        (71,867)             -    (1,613,978)
                                ----------    -----------   ------------   -----------     -----------    ----------    -----------
Closing net book amount             63,143      1,332,246      1,653,450        69,546         142,044        15,166      3,275,595
                                ==========    ===========   ============   ===========     ===========    ==========    ===========

As at December 31, 2000

Cost                               123,596      1,928,981      4,606,816       998,170         427,133        15,166       8,099,862
Accumulated depreciation          (60,453)      (596,735)    (2,953,366)     (928,624)       (285,089)             -     (4,824,267)
                                ----------    -----------   ------------   -----------     -----------    ----------    -----------
Net book amount               B     63,143  B   1,332,246  B   1,653,450  B     69,546   B     142,044  B     15,166   B   3,275,595
                                ==========    ===========   ============   ===========     ===========    ==========    ===========
</TABLE>


                                     F-71
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

Prior to the year ended  December  31,  2000 the Group  accounted  for decoder
equipment in disconnected subscriber homes that remained un-recovered for more
than 180 days as impaired and  recognized a provision for  impairment.  In the
year ended December 31, 2000 the Group has amended its accounting treatment to
write off the carrying value of such disconnected decoder equipment in full on
identification  of the  equipment  as  being  irrecoverable.  The  comparative
figures for the ended  December 31, 1999 have been restated to comply with the
new accounting treatment. There is no change in the net book value of tangible
fixed assets at January 1, 1999,  December 31, 1999 and December 31, 2000 as a
result of this change in presentation.

During the year ended  December  31, 2000 the Group  entered into two sale and
leaseback  agreements  with a third party  whereby it sold  decoder  equipment
included in transmission and receiving equipment with a net book value of Baht
176.0 million and leased back the equipment under finance  leases.  No gain or
loss was recognized on these transactions.

Decoder equipment in disconnected  subscriber homes which remains  unrecovered
for more than 180 days is written off in full.  During the year ended December
31, 2000 additional write off of unrecovered  decoder  equipment  amounting to
Baht 38.6 million was recognized (1999:  Baht 110.8 million).  During the year
decoder equipment  amounting to Baht 27.5 million has been provided against as
damaged.

In the year ended December 31, 2000 smart cards,  included in transmission and
receiving equipment,  with a net value of Baht 44.9 million were considered to
be technologically impaired and were written off.

During the year ended December 31, 2000 fully depreciated  assets no longer in
use with a cost of Baht 222.2 million have been eliminated from the accounts.

In the year ended December 31, 1999 a subsidiary identified Baht 110.8 million
of  equipment  rented  to  subscribers  which  could  not  be  recovered.  The
subsidiary  wrote off the full  carrying  value of Baht 110.8  million of such
equipment in the year ended  December 31, 1999,  and the allowance was charged
to  the  statement  of  operations  in  selling,  general  and  administrative
expenses.  In the year ended December 31, 2000 the Group identified furniture,
fixtures and office equipment as damaged or lost with a carrying value of Baht
20.9 million and wrote of this  equipment to the  statement of  operations  in
selling, general and administrative equipment.

As set out in note  3, in the  year  ended  December  31,  1999 a  subsidiary,
Satellite  Services  Company  Limited,  revised  the  useful  life of  decoder
equipment included in transmission and receiving  equipment from 10 years to 5
years.

In the year ended  December  31, 1998 UBC  announced  its  intention  to cease
offering   pay   television   services   distributed   through  the   analogue
Multichannel,   Multi-Point   Distribution  Service  ("MMDS")  network  as  it
considered  the  continued  use of the analogue  MMDS network had ceased to be
economically viable. In recognition of this intention the Company reviewed the
carrying  amount of certain  concession  assets  related to the analogue  MMDS
network  and  wrote  off  Baht  232.6  million  in  recognition  of  permanent
impairment of these assets. UBC completely ceased to offer the MMDS service in
February 1999.

In the year ended December 31, 1998 a subsidiary identified Baht 124.0 million
of  equipment  rented  to  subscribers  which  could  not  be  recovered.  The
subsidiary  wrote off the full  carrying  value of such  equipment in the year
ended  December 31, 1998,  and the  allowance  was charged to the statement of
operations in selling, general and administration expenses.


                                     F-72
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

The Company entered into a U.S. dollar denominated transponder lease agreement
with a related company in September 1997 to procure  transponder  space on the
related  company's  satellite  for  provision  of its  Digital  Direct To Home
Service.  Under  the  agreement  the  Company  secures  the  right  to use six
non-preemptible  unprotected Ku-band transponders for an initial term expiring
in November  2008,  with an option to renew the agreement  under certain terms
and  conditions  for the  remaining  operational  life of the  satellite.  The
related  company  ceased to be a related  party during  1999.  The Company has
accounted for the  transponder  lease agreement as a finance lease with effect
from the date of the agreement,  September 26, 1997.  Commitments  for minimum
rentals under non-cancellable  finance and operating leases as at December 31,
2000 are as follows:

                                                   Finance           Operating
                                                   leases            leases
                                             -----------------    --------------
    For the years ended December 31:              Baht'000           Baht'000

    2001                                        B      649,629    B     865,198
    2002                                               649,629          865,015
    2003                                               625,373          150,015
    2004                                               581,899           54,015
    2005                                               581,899           54,015
    2006 and after                                   1,745,695          102,527
                                             -----------------    --------------
    Total minimum lease payments                     4,834,124    B   2,090,785
                                                                  ==============
    Less: amount representing interest             (2,359,931)
                                             -----------------
    Present value of finance lease liabilities  B    2,474,193
                                             =================



The  transponder  finance  lease bear interest at 20% as of December 31, 2000.
Other  finance  leases  bear  interest at rates  varying  between 7% - 9.8% at
December 31, 2000. The weighted average interest rate was 19.5% (1999: 20.0%).

11.     Goodwill

                                                   December 31,

                                            2000                  1999
                                   ---------------------------------------------
                                          Baht'000              Baht'000
                                   --------------------     --------------------
     At January 1

        Cost                       B         3,359,831      B       3,336,320
       Accumulated amortization              (456,804)              (202,671)
                                   --------------------     --------------------
       Net book value                        2,903,027              3,133,649
                                   ====================     ====================

     Opening net book value                  2,903,027              3,133,649
     Additions                                       -                 23,511
     Amortization charge                     (258,474)              (254,133)
                                   --------------------     --------------------
     Net book value                          2,644,553              2,903,027
                                   ====================     ====================

     At December 31

       Cost                                  3,359,831              3,359,831
       Accumulated amortization              (715,278)              (456,804)
                                   --------------------     --------------------
       Net book value              B         2,644,553      B       2,903,027
                                   ====================     ====================





                                     F-73
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

12.   Film and program rights

                                                            December 31,
                                               ---------------------------------
                                                   2000                 1999
                                               ---------------  ----------------
                                                 Baht'000             Baht'000

            At January 1

              Cost                          B     2,754,718    B      2,109,657
              Accumulated amortization           (2,502,384)         (1,880,545)
                                               ---------------   ---------------
              Net book value                         252,334             229,112
                                               ===============   ===============

            Opening net book value                   252,334             229,112
            Additions                                634,298             645,061
            Disposals                                (4,834)                   -
            Amortization charge                    (446,308)           (621,839)
                                               ---------------   ---------------
            Net book value                           435,490             252,334
                                               ===============   ===============

            At December 31

              Cost                                 2,420,180           2,754,718
              Accumulated amortization           (1,984,690)         (2,502,384)
                                               ---------------   ---------------
              Net book value                 B       435,490    B        252,334
                                               ===============   ===============


During the year ended  December  31,  2000 fully  amortized  film and  program
rights no longer used with a cost of Baht 964.0  million have been  eliminated
from the accounts.

13.   Inventories

                                                            December 31,
                                               ---------------------------------
                                                      2000                1999
                                               ---------------  ----------------
                                                    Baht'000            Baht'000

      Aerials                                 B        27,580   B         27,580
      Digital Direct to Home equipment                 66,264             96,533
      Decoders and associated components               38,853            149,546
      Inventories in transit                            2,085              2,085
      Other                                   B         1,672   B          1,672
                                                --------------    --------------
                                                      136,454           277,416
      Less: Allowance for slow moving and
            obsolete inventories                    (134,632)          (245,227)
                                                --------------    --------------
                                              B         1,822   B         32,189
                                                ==============    ==============

During the year ended  December 31, 1999 the Company  recorded an allowance of
Baht 149.5 million against certain receiving  equipment on the  identification
of technological obsolescence.  This allowance was charged to selling, general
and  administrative  expenses.  During the year ended  December  31,  2000 the
Company's  engineers have developed  technical  modifications to certain cable
receiver boxes which enable these cable receiver boxes to be put into service.
Accordingly,  Baht 110.6  million of this  allowance  has been  released.  The
engineers are assessing the remaining receiving equipment which has been fully
provided against to determine  whether this equipment can also be successfully
modified.  Until the engineers are able to assess the success of  modification
with   reasonable   certainly  the  remaining   provision  for   technological
obsolescence of Baht 28.9 million will be retained.  Included in inventory are
inventories carried at Baht nil with a cost of Baht 134.6 million (1999: 245.2
million).


                                     F-74
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

14.  Accrued expenses
<TABLE>
<CAPTION>
                                                                      December 31,
                                                        --------------------------------------
                                                               2000                     1999
                                                        -------------             ------------
                                                             Baht'000                 Baht'000
<S>                                                    <C>                      <C>
     Accrued concession fee                            B      322,081           B      141,060
     Accrued license fee                                      311,153                  112,175
     Accrued other                                            467,557                  453,475
                                                        -------------             ------------
                                                       B    1,100,791           B      706,710
                                                         ============             ============
</TABLE>



15.  Other current liabilities
<TABLE>
<CAPTION>
                                                                      December 31,
                                                        --------------------------------------
                                                               2000                     1999
                                                        -------------             ------------
                                                             Baht'000                 Baht'000
<S>                                                    <C>                      <C>
     Deferred revenue                                  B      347,016           B      333,297
     Other current liabilities                                127,776                  135,160
                                                        -------------             ------------
                                                       B      474,792           B      468,457
                                                         ============             ============
</TABLE>


16.  Finance lease obligations
<TABLE>
<CAPTION>
                                                                      December 31,
                                                        --------------------------------------
                                                              2000                     1999
                                                        -------------             ------------
                                                             Baht'000                 Baht'000
<S>                                                     <C>                      <C>
     Finance lease liabilities - minimum lease payments B   4,834,124           B    4,504,202
     Future finance charges on finance lease              (2,359,931)              (2,402,218)
                                                        -------------             ------------
     Present value of finance lease liabilities             2,474,193                2,101,984
                                                        -------------             ------------

     Representing:
     Current liabilities                                      186,917                   92,965
     Non-current liabilities                                2,287,276                2,009,019
                                                        -------------             ------------
     Present value of finance lease liabilities             2,474,193                2,101,984
                                                        -------------             ------------
</TABLE>


<TABLE>
<CAPTION>
                                                                     December 31,
                                                        --------------------------------------
                                                              2000                     1999
                                                        -------------             ------------
                                                            Baht'000                 Baht'000
     The present value of finance lease
     liabilities may be analyzed as follows:
<S>                                                    <C>                        <C>
     Not later than 1 year                              B     186,917             B     92,965
     Later than 1 year and not later than 5 years             982,463                  625,684
     Later than 5 years                                     1,304,813                1,383,335
                                                        -------------             ------------
                                                            2,474,193                2,101,984
                                                        =============             ============
</TABLE>


                                     F-75
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


17.  Other non-current liabilities

                                                      December 31,
                                           ---------------------------------
                                               2000                  1999
                                           ----------            -----------
                                            Baht'000              Baht'000

     Deposits received from customers    B    257,335        B      207,625
     Others                                         -                   222
                                           ----------            -----------
                                         B    257,335        B      207,847
                                           ==========            ==========

Customer  deposits are received on initial  installation and are refundable to
the customer on cancellation of service.

18.  Deferred taxation

The deferred  taxation relates to the temporary  differences  between the book
values and the tax bases of assets and liabilities.  Significant components of
the Company's deferred taxation liabilities and assets are summarized below:

                                                       December 31,
                                             ---------------------------------
                                                  2000                1999
                                             -------------        ------------
                                               Baht'000            Baht'000
     Deferred taxation liabilities

     Claims against customers              B             -      B            -

     Deferred taxation assets

     Leased tangible fixed assets                  294,609             180,962
     Accounts receivable and other assets           54,376              71,283
     Inventories                                    40,390              73,568
     Film and program rights                         9,542              27,086
     Other claims                                   58,752              58,752
     Purchased fixed assets                        541,761             328,951
     Concession tangible fixed assets              210,347             208,599
     Tax loss carry forwards                     2,520,883           2,458,720
                                             -------------        ------------
     Gross deferred taxation assets              3,730,660           3,407,921
                                             -------------        ------------

     Net deferred taxation assets                3,730,660           3,407,921
     Less: Valuation allowance                 (3,730,660)         (3,407,921)
                                             -------------        ------------
     Net deferred tax assets               B             -      B            -
                                             =============        ============

The Company has raised a valuation allowance against the net deferred taxation
asset as in management's estimate it is more likely than not that the deferred
taxation asset will not be realized,  due to the historical  operating  losses
incurred by the  Company's  operations  and the timing  limits on the tax loss
carry forwards that arose on these losses.



                                     F-76
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

The Group has tax loss  carry  forwards  in  Thailand  of  approximately  Baht
8,402,944  thousand.  A summary of the tax loss carry  forwards and the expiry
dates at December 31, 2000 are set out below:

                                                      Baht'000

2001                                                 1,262,225
2002                                                 2,097,548
2003                                                 2,745,959
2004                                                 1,445,929
2005                                                   851,283
                                                  ------------
                                                     8,402,944
                                                  ============

Under the Thai Revenue Code all companies are taxed as separate entities with
no relief available for groups.


19.  Minority interest

                                                                December 31,
                                                          ----------------------
                                                            2000          1999
                                                          --------    ----------
                                                          Baht'000      Baht'000

     As at  January 1                                  B    88,022  B    105,045
     Acquisition of additional shares in Satellite
       Service Co., Ltd. (note 4)                              -          23,510
     Share of net loss of subsidiaries                    (23,323)      (40,533)
                                                          --------    ----------
     As at December 31                                 B    64,699  B     88,022
                                                          ========    ==========


20.  Shareholders' equity

Share capital

On March 27, 1998,  the  shareholders  at the  Extraordinary  meeting passed a
resolution  to  approve  the  decrease  of   authorized   share  capital  from
500,000,000 common shares of Baht 10 par value to 243,000,000 common shares of
Baht  10  par  value,  and to  increase  the  authorized  share  capital  from
243,000,000 common shares of Baht 10 par value to 780,782,376 common shares of
Baht 10 par value.  The increase of authorized  share  capital was  registered
with the Ministry of Commerce on March 31, 1998. The shareholders  also passed
a resolution to approve the issuance of 237,782,376  new common shares to sell
specifically to a new strategic  partner at Baht 15 per share,  and authorized
the  Executive  Committee  to  allot  new  common  shares  but  not  exceeding
150,000,000 shares for selling to the existing shareholders,  and to issue new
common shares but not exceeding 150,000,000 shares for selling specifically to
other  strategic  partners,  at  the  price  and  at  the  time  to be  deemed
appropriate. The aforementioned 237,782,376 shares were issued and sold to the
new strategic  partner and registered  with the Ministry of Commerce on May 7,
1998.

On April 30, 1998, the Executive  Committee passed a resolution to approve the
issuance  of  110,018,850  new  common  shares  and to offer  to the  existing
shareholders  at the  rate of 4.37 old  shares  for 1 new  share,  Baht 20 per
share.  Such  ratio is based on  243,000,000  common  shares  which  have been
officially  registered with the Ministry of Commerce for their issuance,  plus
237,782,376  new common shares for the new  strategic  partner as discussed in
the previous  paragraph.  According to the aforesaid  offer,  only  77,940,202
common shares were subscribed by the existing common shareholders and the said
newly issued shares were  registered with the Ministry of Commerce on June 15,
1998.  Certain  existing  shareholders,  as agreed by the Executive  Committee
Meeting on June 9, 1998, had subsequently subscribed another 32,050,992 common
shares  which had not been  subscribed  by other  shareholders  as part of the
rights  offer,  at Baht 20 per  share.  The  said  newly  issued  shares  were
registered with the Ministry of Commerce on July 10, 1998.


                                     F-77
<PAGE>

    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


On June 10, 1998,  the  shareholders  at the  Extraordinary  meeting  passed a
resolution  to  approve  the  issuance  of  60,000,000  common  shares to sell
specifically to an existing major  shareholder at Baht 25 per share. The newly
issued shares were registered with the Ministry of Commerce on July 3, 1998.

On July 10, 1998,  the Executive  Committee  Meeting,  in accordance  with the
Extraordinary  Shareholder  Meeting  on  March  27,  1998  and  the  Executive
Committee on April 30, 1998,  approved the  allocation of up to 90,000,000 new
ordinary shares,  of Baht 10 par value, to  institutional  investors by way of
private  placement,  at a price of no less  than Baht 24 per  share.  The said
newly issued shares were fully subscribed and subsequently registered with the
Ministry of Commerce on July 29, 1998. The premium on share capital in respect
of the offer of  90,000,000  shares  issued  to  institutional  investors  and
registered with the Ministry of Commerce on July 29, 1998 is net of management
and  underwriting  commission  and  selling  commission  incurred in the offer
amounting to some Baht 74.67 million.

On April 26, 2000, the  shareholders  at the Annual  General  Meeting passed a
resolution  to  approve  the  decrease  of   authorised   share  capital  from
780,782,376 ordinary shares with par value of Baht 10 per share to 740,773,570
ordinary  shares with a par value of Baht 10 per share,  and to  increase  the
authorised  share capital from  740,773,570  ordinary shares with par value of
Baht 10 per share to 940,773,570  ordinary  shares with a par value of Baht 10
per share.  These changes in authorised share capital were registered with the
Ministry of Commerce on July 4, 2000.

On December 12, 2000, the  shareholders at the  Extraordinary  General Meeting
passed a resolution to approve the decrease of  authorised  share capital from
940,773,570 ordinary shares with par value of Baht 10 per share to 740,773,570
ordinary  shares with a par value of Baht 10 per share,  and to  increase  the
authorised  share capital from  740,773,570  ordinary shares with par value of
Baht 10 per share to 970,404,513  ordinary  shares with a par value of Baht 10
per share.  These changes in authorised share capital were registered with the
Ministry of Commerce on February 15, 2001.

At December  31,  2000,  the total  authorised  number of  ordinary  shares is
970,404,513 shares (1999:  780,782,376 shares), and the total issued number of
ordinary shares is 740,773,570 (1999:  740,773,570 shares) with a par value of
Baht 10 per share (1999: Baht 10 per share). All issued shares are fully paid.

All shares are ordinary and rank equally for rights to dividends and
distribution.

Legal reserve

The legal  reserve of the  Company  was  established  in  accordance  with the
provisions of the Thai Public Company  Limited Act B.E.  2535,  which requires
the  appropriation  as legal reserve of at least 5% of net income for the year
until the reserve reaches 10% of the authorized share capital. This reserve is
not available for dividend distribution.

Share option scheme

At the  Extraordinary  General  Meeting of  Shareholders  held on December 12,
2000, the shareholders  approved the Employee Securities Option Plan (ESOP) of
the Company.  The ESOP is open to the Executive Committee and certain specific
employees and under the terms of the plan non-transferable warrants in respect
of 29,630,943 units will be issued to these  employees.  The options will have
an exercise  price at the average  market share price of the Company as quoted
on the Stock  Exchange  of  Thailand  for the two weeks  (ten  business  days)
preceding  November  6,  2000,  the date of the Board of  Director  Meeting to
approve the ESOP.  The warrants will be exercisable  generally  one-third from
the last business day of December  2001,  one-third from the last business day
of December  2002 and one-third  from the last business day of December  2003.
The  options  under  the plan in  expire 9 years  from the date of issue or on
termination  of  employment.  The  Company  is  currently  in the  process  of
obtaining approval of the office of the Securities and Exchange  Commission of
Thailand  for the ESOP and no warrants  have yet been issued under the scheme.
The Company  has  recorded  no cost in  connection  with this plan in the year
ended December 31, 2000.


                                     F-78
<PAGE>
    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


21.  Net sales
<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                       --------------------------------------------------
                                                          2000                1999               1998
                                                       -----------      --------------    --------------
                                                          Baht'000            Baht'000           Baht'000
<S>                                                 <C>              <C>                <C>
     Subscription revenues                          B    4,360,712   B       3,531,221  B       2,433,811
     Equipment installation                                281,966             221,769            194,541
     Other services                                        256,980             192,305            146,501
                                                       -----------      --------------    --------------
                                                    B    4,899,658   B       3,945,295  B       2,774,853
                                                       ===========      ==============    ===============
</TABLE>


22.  Operating loss

Operating loss is arrived at after charging:
<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                       --------------------------------------------------
                                                           2000               1999                 1998
                                                       -----------      --------------    --------------
                                                          Baht'000            Baht'000           Baht'000
<S>                                                 <C>              <C>                <C>
     Staff costs                                    B      422,354   B         377,124  B         305,772
     Advertising costs                                     313,007             185,775            124,039
     Operating lease rentals payable
       - property, fixtures and fittings                    58,933              52,444             23,737
       - transmission networks                             812,875             818,500            558,500
</TABLE>


The average weekly number of persons employed by the Company in 2000 was 1,228
Full Time (1999: 1,208) and 66 Part Time (1999: 107).




23.  Financial results
<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                                       --------------------------------------------------
                                                           2000               1999              1998
                                                       -----------      --------------    --------------
                                                          Baht'000            Baht'000          Baht'000
<S>                                                 <C>              <C>                 <C>
     Foreign exchange (loss)/gain                   B    (182,031)   B         (8,263)   B       296,191
                                                       -----------      --------------    --------------
     Interest income                                        74,801              85,142            104,140
                                                       -----------      --------------    --------------
     Interest expense
       - related party borrowings                                -             (1,246)          (24,719)
       - finance leases                                  (445,807)           (433,465)          (463,910)
       - other                                                (38)                (76)           (28,266)
                                                       -----------      --------------    --------------
     Total interest expense                              (445,845)           (434,787)          (516,895)
                                                       -----------      --------------    --------------
     Net financial results                          B    (553,075)    B      (357,908)   B      (116,564)
                                                       ===========      ==============    ===============
</TABLE>




                                     F-79
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements

24.  Income taxation

                                                   Year ended December 31,
                                            ------------------------------------
                                               2000            1999       1998
                                            ---------    -----------    --------
                                             Baht'000       Baht'000    Baht'000
     Taxation:
       Current in respect of prior years   B        -   B      1,853   B   1,762
       Deferred                                     -            -             -
                                            ---------    -----------    --------
     Charged against income                B        -   B      1,853   B   1,762
                                            =========    ===========    ========

The difference  between income taxation expense computed at statutory rates of
the respective companies (30%) and income taxation expense provided on results
is as follows:

                                                          December 31,
                                            ------------------------------------
                                              2000          1999          1998
                                            ---------    -----------    --------
                                             Baht'000      Baht'000     Baht'000

     Income taxation at statutory rates    B(631,370)   B (879,094)  B (886,694)

     Timing differences                       282,537       314,500     (23,750)
     Permanent differences:
       Non deductible goodwill amortization    77,542        76,240       56,855
       Taxes written off                       17,551        30,615       29,820
       Other permanent differences            (1,645)      (11,776)       20,584
     Current year tax losses carry forwards   255,385       471,368      804,947
                                            ---------    -----------    --------
     Income taxation expense               B        -   B     1,853  B     1,762
                                            =========    ===========    ========


25.  Related party transactions

The Company's  principal  shareholders  are Telecom Holdings Co., Ltd. and MIH
Limited  which  both  hold in  excess  of  20.0%  but less  than  50.0% of the
Company's share capital.  No other individual  shareholder  holds in excess of
20.0% of the Company.



                                     F-80
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements


The  Company  entered  into  transactions  and has  balances  with a number of
related parties. The transactions with related parties are summarized below:

<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                      ---------------------------------------
                                                          2000           1999         1998
                                                      -------------- ------------ -----------
                                                        Baht'000       Baht'000    Baht'000
<S>                                                   <C>            <C>          <C>
Related party and the nature of the relationship
and transactions

Telecom Holdings Co., Ltd and its group
companies, a shareholder


      Services provided and other income
      Sales other                                              147           -              -
                                                      -------------- ------------ -----------
                                                               147           -              -
                                                      -------------- ------------ -----------
      Service received

      Equipment rental and installation services      B     78,126   B 109,200    B         -
      Cable network utilization services                   783,243     780,000        520,000
                                                      -------------- ------------ -----------
                                                           861,369     889,200        520,000
                                                      -------------- ------------ -----------

Shin Corporations Public Co., Ltd.
and its group companies, a shareholder
of the Company for the period to March 1999



      Services provided

      Commission                                                 -           -          4,120
                                                      -------------- ------------ -----------
      Sponsorship                                                -           -              -
                                                      -------------- ------------ -----------
                                                                 -           -          4,120
                                                      -------------- ------------ -----------

      Services received

      Transmission services                                      -           -        549,160
      Equipment rental and other services                        -           -        372,690
      Consulting and management services                         -           -         12,990
      Interest                                                   -           -         15,040
      Commission                                                 -           -         11,950
      Advertising                                                -           -          9,730
                                                      -------------- ------------ -----------
                                                                 -           -        971,560
                                                      -------------- ------------ -----------


MIH Ltd and its group companies, a shareholder
      Services received
      Operating system services                            15,038        26,579         1,360
      Interest                                                  -         1,380             -
      Consulting and management services                   81,525       121,800             -
      Other services                                          848            -              -
                                                     -------------   -----------  -----------
                                                      B    97,411    B  149,759   B     1,360
                                                     --------------  -----------  -----------

Total revenue generated from related parties          B       147    B        -   B     4,120
                                                     ==============  ===========  ===========
Total expenses incurred through related parties       B   958,780    B 1,038,959  B 1,492,920
                                                     ==============  ===========  ===========
</TABLE>


Transactions with related parties are carried out on a basis agreed between
the parties.

Balances with related parties are summarized below:


                                     F-81
<PAGE>


    United Broadcasting Corporation Public Company Limited and Subsidiaries
                Notes to the Consolidated Financial Statements



                                                         December 31,
                                                -------------------------
                                                    2000             1999
                                                --------        ---------
                                                Baht'000         Baht'000

Amounts owed by  related parties

      Telecom Holdings Co., Ltd.              B    2,529      B     1,906
      MIH Ltd.                                     9,770           68,885
                                                --------        ---------
      Total due from related companies            12,299           70,791
                                                ========        =========


Amounts owed to related parties

      Telecom Holdings Co., Ltd.                 293,335          369,390
      MIH Ltd.                                    68,400           38,110


Short-term loans and advances from
related parties

      Telecom Holdings Co., Ltd.                       -                -
      MIH Ltd.                                    25,334           25,334
                                                --------        ---------
      Total due to related companies          B  387,069      B   432,834
                                                ========        =========

In February  1997,  UBC Cable  Public  Company  Limited,  (formerly  UTV Cable
Network Public Company Limited), which became the Company's subsidiary as from
May 4, 1998,  sold its multimedia  network and associated  assets to a related
company,  a subsidiary of Telecom  Holdings  Co., Ltd.  Under the terms of the
sale and purchase  agreement,  both parties agreed to adjust the selling price
to the appraisal value to be determined by an independent appraiser. UBC Cable
Public  Company  Limited has set up a liability  of  approximately  Baht 195.8
million to cover the  difference  between  the  selling  price,  Baht  2,482.4
million,  and the lower appraised value of assets,  approximately Baht 2,286.6
million.  The Company has not as yet  received a final  invoice  from  Telecom
Holdings  Co. Ltd,  such  invoice  should be provided in the near future after
Telecom  Holdings  Co.  Ltd has  completed  discussions  with the  independent
appraiser.

Shin  Corporations  Public Co., Ltd. ceased to be a related company during the
three month period ended March 31, 1999.

Director's  remuneration  representing  fees and gratuities as approved by the
shareholders of the Company in their Annual General  Meeting  amounted to Baht
0.6 million (1999: 0.4 million). There are no loans to directors.

Commitments  and  contingencies  with related parties are set out in detail in
Note 26.

26.   Commitments and contingencies

(a)   MCOT concession agreement

The Company and UBC Cable Network  Public  Company  Limited,  have  concession
agreements with the Mass  Communications  Organization of Thailand ("MCOT") to
provide   subscriber-based   television  services.  Under  the  terms  of  the
agreements,  dated April 17, 1989 and June 6, 1994 respectively and amendments
dated May 19,  1994 and  November  9, 1994  respectively  which will expire on
September  30, 2014 and  December 31, 2019  respectively,  the Company and UBC
Cable have  certain  commitments,  including to acquire,  install,  manage and
maintain the  subscriber-based  television  service systems and to transfer to
MCOT all headend and studio equipment pertaining to such systems. In addition,
the Company and UBC Cable are committed to pay annual fees to MCOT at the rate
of  6.5% of  subscription  and  installation  fees or the  minimum  amount  as
prescribed in the agreements.


                                     F-82
<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements

(b)  Capital expenditure and operating commitments

Capital expenditure  contracted for at the balance sheet date but not recognized
in the financial statements is as follows:

                                                             December 31,
                                                         -----------------------
                                                         2000            1999
                                                         ----            ----

Thai Baht thousand

DTH equipment                                        B     4,280    B      9,053
                                                     -----------    ------------
Film and program rights                                    8,492         194,472
                                                     B    12,772    B    203,525
                                                     ===========    ============
US Dollars thousand (Exchange rate: 43.4396
Thai Baht per U.S. dollar at December 31, 2000)
DTH equipment                                        $     3,019    $      5,866
Film and program rights                                   13,248          25,514
                                                     -----------    ------------
                                                     $    16,267    $     31,380
                                                     ===========    ============
Pound sterling thousand (Exchange rate: 64.9569
Thai Baht per pound sterling at December 31, 2000)
Film and program rights                             Pd         -   Pd         65
                                                     -----------    ------------
                                                    Pd         -   Pd         65
                                                     ===========    ============

At December 31, 2000 and 1999 the Company and its  subsidiaries  had commitments
with overseas suppliers to acquire television  programming via satellite.  Costs
of programs acquired vary with the number of subscribers.

At December 31, 2000 the Company and its subsidiaries had commitments with banks
whereby the latter issue letters of guarantees in respect of customs  duties and
other transactions in the ordinary course of business amounting to approximately
Baht 40.9 million (1999: Baht 41.0 million).

(c)  Finance and operating lease commitments

At December  31,  2000,  Satellite  Service  Company  Limited had entered into a
finance lease  agreement with a third party to lease decoder  equipment,  with a
capital value amounting to approximately Baht 220.0 million for three years at a
monthly  rental fee of Baht 7.0 million.  No  transactions  were made under this
lease  agreement  during the year ended  December 31, 2000.  Subsequent to March
2001, lease of the equipment  amounting to approximately  Baht 34.7 million were
made at a monthly fee of Baht 1.1 million.

Other finance and operating lease commitments in the ordinary course of business
are disclosed in note 10.

(d)  Commitments and contingencies with related parties

Significant commitments and contingencies with related parties are as follows:

Commitments

a) The Company has entered  into  agreements  with a former  related  company to
receive  satellite  uplink services until December 2003 with an option to renew.
The Company is committed to pay for services in respect of the  agreement in the
amount of  approximately  Baht 2.6 million per month. The related company ceased
to be a related company in the three month period ended March 31, 1999.

b) A subsidiary has entered into a multimedia  network service  agreement with a
related  company,  Asia  Multimedia  Company  Limited,  a subsidiary  of Telecom
Holdings Company Limited,  for a period of 5 years which expires on May 4, 2003,
with an option to renew.  The  subsidiary is committed to pay fees in respect of
the  agreement  amounting  to  approximately  Baht 65.0  million per month where
subscribers  connected to network do


                                     F-83


<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements

not exceed  165,000.  The excess of 165,000  subscribers  will be charged at the
rate of Baht 140 per subscriber per month.

Contingencies

a) In February  1997,  UBC Cable,  (formerly  UTV Cable Network  Public  Company
Limited),  which became the Company's  subsidiary as from May 1, 1998,  sold its
multimedia  network and associated  assets to a related company.  As part of the
sale of the  multimedia  network and  associated  assets UBC Cable  assigned its
rights and obligations to the aforesaid related company in respect of agreements
with contracts relating to the buildout of the multimedia  network.  In terms of
the assignment UBC Cable guarantees the obligations assigned. UBC Cable has full
recourse  against the  assignee.  Management  does not have access to sufficient
information to reliably quantify the potential  obligations under the guarantees
and management is not aware of any claims resulting from such guarantees.

b)  The  Company  retains  legal  ownership  of  70% of  the  share  capital  of
International  Broadcasting  Corporation  (Cambodia)  Co.,  Ltd,  however,  this
subsidiary is not operating,  and has not operated, for in excess of five years.
The Company  assesses  that the  probability  of future  liabilities  arising in
respect of this  interest  is remote,  and no  provision  has been made in these
accounts for any such potential liabilities.

27.  Cash generated from operations

<TABLE>
<CAPTION>

                                                                           Year ended December 31,
                                                              ----------------------------------------------
                                                                2000               1999               1998
                                                              --------           --------           --------
                                                              Baht'000           Baht'000           Baht'000
<S>                                                       <C>                <C>                <C>
Net loss before tax and minority interest                 B  (2,104,566)     B  (2,928,459)     B  (2,953,883)
Adjustments for:
  Depreciation of tangible fixed assets                        1,613,978          1,584,465            561,627
  Amortization of goodwill                                       258,474            254,133            189,516
  Amortization of film and program rights                        446,308            621,839            619,017
  Loss on disposal of tangible fixed assets,
    concession assets and film and program rights                  9,995                  -                  -
  Interest on finance lease                                      445,807            433,465            463,910
  Accounts receivable write-off and allowance                   (56,357)             30,108             20,605
  Unrealized foreign exchange losses/(gains)                     272,675             42,369          (635,887)
  Tangible fixed assets write-off                                111,060            131,699            363,905
  (Decrease)/increase in inventory allowance                   (110,595)            142,030             41,407
  (Decrease)/increase in allowance for refundable VAT            (5,292)            (3,026)            260,808
  Decrease/(increase) of accounts receivables                     62,349           (46,936)             74,540
  Increase in other current assets                             (151,957)          (164,518)           (558,905)
  Decrease/(increase) in amounts owed by related parties          58,407           (12,394)             50,667
  Decrease in inventories                                        140,962             27,366             61,582
  Decrease/(increase) in other assets                             13,085             36,380           (16,574)
  Increase /(decrease) in payables                               218,350            306,254           840,943)
  Increase/(decrease) in accrued expenses                        394,119           (87,311)            424,230
  (Decrease)/increase in amounts owed to related parties        (45,765)          (343,494)            327,486
  Increase/(decrease) in other payables                           55,822            296,279           (15,503)
                                                            ------------      -------------      -------------
  Cash generated from/(used in) operations                 B   1,626,859     B      320,249     B  (1,562,395)
                                                            ============      =============      =============
</TABLE>


                                     F-84


<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements


28.      Financial instruments and risk management

Foreign currency risk

In order to manage the risks  arising  from  fluctuations  in currency  exchange
rates the Company and its subsidiaries adopt the following foreign currency risk
management practices:

o    entering into foreign exchange contracts
o    to the extent that approval is granted by the Bank of Thailand, the Company
     retains  funds raised in U.S.  dollars by capital  increases and loans from
     foreign shareholders in U.S. dollars
o    negotiating payment terms for foreign currency settlements on an individual
     transaction basis
o    negotiating with foreign suppliers to share the foreign exchange exposure

Transaction  risk is  calculated  in each foreign  currency and is projected six
months  forward.  Exchange  rates  are  monitored  and  forecasting  information
supplied by recognized  research and financial  analysis is used to estimate the
future exchange rates.  These are compared  against premiums on forward exchange
contracts and after making  adjustments for the related risk a decision is taken
on whether to cover foreign currency transactions.

There were no open foreign exchange contracts at December 31, 2000 and 1999.

Transactions if hedged with forward  exchange  contracts are not hedged on a net
basis but rather on a transaction by transaction basis.

At December 31, 2000 and 1999 the Company and its  subsidiaries  had outstanding
foreign currency assets and liabilities as follows:

                           2000            2000           1999           1999
                         --------        ---------      --------       ---------
                         Currency        Thai Baht      Currency       Thai Baht
                         thousand        thousand       thousand       thousand
                         --------        ---------      --------       ---------
     Assets
     U.S. dollars          21,460      B   924,832        37,910   B   1,411,473
                                        ----------                  ------------
                                           924,832                     1,411,473
                                        ==========                  ============
     Liabilities
     U.S. dollars          64,562        2,804,548        56,536       2,131,961
     Pounds sterling          192           12,472           166          10,158
     Deutsche marks            50            1,036            22             623
                                        ----------                  ------------
                                       B 2,818,056                 B   2,142,742
                                        ==========                  ============

Foreign  currency  assets  represent U.S. dollar deposits with foreign and local
banks for the future payments of foreign currency liabilities,  whilst the above
foreign currency  liabilities  represent trade accounts  payable,  advances from
related   companies  and  finance  lease   obligations.   The  foreign  currency
liabilities have been hedged using the foreign currency assets above.

In April 2001 the Company entered into forward  contracts to buy US$ 15 million.
The  maturity of the  contracts is in the range of 1 to 6 months at the rates of
Baht 45.46 - 45.86 to US$ 1.

Fair values

The carrying amount of cash and cash equivalents, approximates fair value due to
the  short  maturities  of these  instruments.  The value of  long-term  debt is
estimated  using  discounted  cash  flows  based  on the  Company's  incremental
borrowing  rates for similar types of  borrowings.  A comparison of the carrying
value and fair value of these instruments is as follows:


                                     F-85


<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                   December 31, 2000                 December 31, 1999
                                              --------------------------        --------------------------
                                              Carrying                          Carrying
                                               Amount         Fair Value         Amount         Fair Value
                                              ---------       ----------        ---------       ----------
                                              Baht'000         Baht'000         Baht'000         Baht'000
  <S>                                      <C>              <C>              <C>              <C>
  Assets:
  Cash and cash equivalents                B  1,810,716     B  1,810,716     B  1,848,116     B  1,848,116
  Accounts receivable                           174,496          174,496          180,488          180,488
  Amounts owed by related parties                12,299           12,299            1,487            1,487
  Other accounts receivable                       8,259            8,259           23,140           23,140
  Liabilities:
  Accounts payable, accruals, and
  other current liabilities                   2,654,961        2,654,961        2,070,079        2,070,079
  Amounts owed to related parties               387,069          387,069          432,834          432,834
  Short-term borrowings                         186,917          289,517           92,965          222,267
  Long-term debt                              2,287,276        2,847,928        2,009,019        2,779,127
  Deposits from customers                       257,335          257,335          207,625          207,625
</TABLE>

Credit facilities

At December 31, 2000, the Company had overdraft borrowing  facilities of Baht 15
million and  decoder  funding  facilities,  including  letters of credit,  trust
receipt and finance lease  facilities in an aggregate amount equal to Baht 250.0
million with various financial institutions.

Unused  credit  lines  relate to short  term  borrowings  and  forward  currency
contract  facilities  and  comprise  US$ 38 million  forward  currency  contract
facilities and Baht 60.0 million loan facilities as at December 31, 2000.  Terms
and  conditions  of the  short-term  loan  facilities  are not specified and are
subject to mutual agreement between the Company, its subsidiaries,  and lenders,
if required.

Credit risk

The Company is exposed to certain  concentration  of credit risk relating to its
cash  and  current  investments.   The  Company  places  its  cash  and  current
investments with high quality institutions.  The Company's policy is designed to
limit  exposure  with any one  institution  and to invest its excess cash in low
risk  investment  accounts.  The Company has not  experienced any losses on such
accounts.  As of December 31, 2000, cash and current  investments were held with
numerous financial institutions.

Other Risks and Concentrations

The Company's digital programming is or will be transmitted to certain customers
through  satellites.  In addition,  the Company receives a significant amount of
its programming through satellites.  Satellites are subject to significant risks
that may prevent or impair commercial operations. These services are provided to
the Company through one Satellite service provider. Although the Company has not
experienced any significant  disruption of its  transmissions,  the operation of
satellites is beyond the control of the Company. Disruption of the transmissions
of satellites could have a material adverse effect on the Company.

The Company's  analogue and digital  programming  is or will be  transmitted  to
certain  customers  through a cable  network.  The cable  network is used by the
Company  through a lease  agreement with the owner of the network.  Although the
Company has not experienced any significant disruption of its transmissions, the
operation of the network is beyond the control of the Company. Disruption of the
transmissions  through the cable network could have a material adverse effect on
the Company.


                                     F-86


<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements


29.  Pension funds

The Company operates a provident fund, which is a defined contribution plan, the
assets of which are held in a separate  trustee-administered fund. The provident
fund is funded by payments from employees and by the relevant  Group  companies.
Current contributions to the pension funds operated for employees are charged to
the Statement of Operations as incurred and amounted to Baht 12.6 million,  Baht
8.0 million  and Baht 3.6  million  during  2000,  1999 and 1998,  respectively.
Included in creditors at December 31, 2000 is contributions  payable of Baht nil
(1999: Baht 3.9 million) in respect of employer contribution to the schemes.

30.  Differences  between IAS and United States  Generally  Accepted  Accounting
     Principles

The Company's  consolidated financial statements are prepared in accordance with
IAS.

Under IAS the Company does not capitalize interest  attributable to construction
in  progress.  Interest  capitalization  is required  under  generally  accepted
accounting  principles in the United States ("U.S. GAAP"). The reconciliation of
net loss and  shareholders'  equity as of December 31, 2000 and 1999 and for the
years then ended, shown below, includes the effect of this difference.

Under US GAAP,  film and  program  rights of Baht 174.3  million  and Baht 143.0
million as of December 31, 2000 and 1999  respectively,  would be  classified as
current assets.

Reconciliation of net loss:
<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                  -----------------------------------------------
                                                     2000               1999               1998
                                                  ---------          ---------          ---------
                                                  Baht '000          Baht '000          Baht '000
<S>                                           <C>                <C>                <C>
Net loss under IAS                            B   (2,081,243)    B   (2,889,779)    B   (2,919,382)

U.S. GAAP adjustment:
  Capitalization of interest                                -              5,811             56,036
  Depreciation of capitalized interest               (15,747)           (14,554)                  -
                                               --------------     --------------     --------------
  Comprehensive and net loss under U.S. GAAP  B     2,096,990    B   (2,898,522)    B   (2,863,346)
                                               ==============     ==============     ==============

Weighted average common shares outstanding
 (thousands)                                          740,774            740,774            525,156
Basic and diluted net loss per share under
 U.S. GAAP                                    B        (2.83)    B        (3.91)    B        (5.45)
</TABLE>


Reconciliation of shareholders' equity:
                                                     Year ended December 31,
                                                  ----------------------------
                                                     2000               1999
                                                  ---------          ---------
                                                  Baht '000          Baht '000
Total shareholders' equity under IAS          B     2,963,569    B     5,044,812

U.S.GAAP adjustment:
  Capitalization of interest, net                      42,468             58,215
                                               --------------     --------------
Total shareholders' equity under U.S. GAAP    B     3,006,037    B     5,103,027
                                               ==============     ==============


                                     F-87


<PAGE>


     United Broadcasting Corporation Public Company Limited and Subsidiaries
                 Notes to the Consolidated Financial Statements


Under IAS we recognized  write-offs of tangible fixed assets in accordance  with
the  provision  of IAS  36  "Impairment  of  assets",  which  requires  that  an
impairment  write-off is recorded if the carrying  value of the asset exceed the
value in use of the assets,  which is calculated based on the discounted  future
cashflows  generated by the assets.  Under U.S. GAAP,  based on the provision of
SFAS 121 "Accounting for the impairment of Long-Lived  Assets and for Long-Lived
Assets to be Disposed Of", an asset is only considered  impaired if the carrying
value of the asset exceeds the undiscounted  future  cashflows  generated by the
asset.

If an asset is considered impaired,  the amount of the impairment is calculated
as the  difference  between the  carrying  value and the fair value of the asset
under IAS and U.S. GAAP. We recorded certain write-offs regarding assets that we
considered  impaired under IAS and U.S. GAAP as a result of which no reconciling
item was recorded in the U.S. GAAP reconciliation.


                                     F-88