Directors Report of Hathway Cable & Datacom Ltd.

Mar 31, 2025

The Board of Directors of the Company are pleased to present the Company''s 65^th Annual Report and the Company''s audited financial
statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company''s financial performance (standalone and consolidated) for the year ended March 31,2025 is summarized below: -

	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	602.12	622.67	2039.65	1980.97
Other Income	109.78	93.56	106.70	137.98
Profit/(Loss) before Tax	105.52	116.59	124.98	141.55
Less: Current Tax	-	-	-	-
Deferred Tax	26.19	30.32	32.44	42.26
Profit/(Loss) for the year	79.33	86.27	92.54	99.29
Add: Other Comprehensive Income (OCI)	0.25	0.46	0.17	0.76
Total Comprehensive Income for the year	79.58	86.73	92.71	100.05
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(454.53)	(541.24)	(788.74)	(895.22)
Closing Balance of Retained Earnings and OCI	374.70	(454.53)	(695.84)	(788.74)

2. TRANSFERS TO RESERVES

The Board of Directors of the Company have not transferred
any amount to Reserves for the year under review.

3. RESULTS OF OPERATIONS AND STATE OF
COMPANY’S AFFAIRS

During the year under review, the total revenue from
operations was ? 602.12 crores on standalone basis and
? 2,039.65 crores on consolidated basis as compared to the
last year''s revenue of ? 622.67 crores on standalone basis
and ? 1,980.97 crores on consolidated basis, respectively.
The post-tax profit of your Company was ? 79.33 crores
on standalone basis and ? 92.54 crores on consolidated
basis as compared to the last year''s post-tax profit of
? 86.27 crores on standalone basis and ? 99.29 crores on
consolidated basis, respectively.

4. DETAILS OF MATERIAL CHANGES FROM THE
END OF THE FINANCIAL YEAR

There have been no material changes and commitments
affecting the financial position of the Company between the
end of the financial year to which the financial statement
relates and date of this Report.

5. DIVIDEND

The Board of Directors of the Company have not
recommended any dividend on Equity Shares for the
year under review.

The Dividend Distribution Policy of the Company
is available on the Company''s website and can be
accessed at https://www.hathwav.com/policiesPDF/
Dividend%20Distribution%20Policv.pdf.

6. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section, forming
part of the Annual Report.

7. BUSINESS OPERATIONS/PERFORMANCE OF
THE COMPANY AND ITS MAJOR SUBSIDIARIES

Structural Improvement: Five Step down wholly-owned
subsidiaries of the Company got amalgamated with
Hathway Digital Limited ("Hathway Digital"), a wholly-owned
subsidiary of the Company pursuant to the order of the

Regional Director, Western Region, Ministry of Corporate
Affairs with the appointed date of January 1, 2025.

This amalgamation is expected to result in rationalisation
and optimisation of the group''s legal entity structure,
leading to greater alignment with the businesses by
reducing the number of legal entities. This consolidation
is expected to provide operational synergies, eliminate
inefficiencies and streamline corporate structures and
cash flows. The consolidation will lead to better centralised
management and oversight, cost efficiencies and support
the group''s competitive growth.

The developments in business operations/performance
of the Company and its major subsidiaries
consolidated with the Company are as below:

A. Broadband Business

During the year under review, the Company continued to
demonstrate resilience in its broadband business, driven
by its strategic focus on technological advancement,
digital transformation and customer-centric innovation.

i. Growth in FTTH Subscriber Base

Through the deployment of cutting-edge Fiber-to-
the-Home (“FTTH”) technology and the seamless
integration of digitization and automation processes,
we have significantly enhanced the customer
experience, which has resulted in growth of the
FTTH subscriber base by 19,000.

ii. Unlimited Data Plans & Usage Trends

One of our key differentiators continues to be the
provision of unlimited data across all broadband
plans. This ensures our customers can confidently
engage in data-intensive activities without concerns
about throttling or unexpected charges.

In line with this, average monthly data usage per
FTTH customer reached 357 GB, reflecting strong
network engagement, particularly in the Southern
market. A 3% year-on-year increase in data
usage as of March, 2025 further highlights growing
customer reliance and satisfaction with our services.

iii. First-in-Industry Wi-Fi Innovations

The Company introduced dual-band ONUs
with built-in Wi-Fi band steering, a first in the
industry. This innovation ensures customer devices
connect automatically to the optimal frequency
band, resulting in improved speed, stability
and seamless connectivity without the need for
manual intervention.

iv. Network Reliability & Complaint Reduction

Our proactive approach to network upgrades
has led to a 28% reduction in network-

related complaints between March, 2024 and
March, 2025. This achievement underscores our
commitment to service quality and network reliability.

Furthermore, we have excelled in customer issue
resolution, with 87% of non-network related
issues resolved within one hour, reaffirming our
dedication to customer satisfaction and operational
responsiveness.

v. Customer Experience & Satisfaction

Customer-centricity remains at the heart of our
business strategy. We are proud to report a
96% Customer Satisfaction (CSAT) score in

interactions involving support and issue resolution
highlighting the Company''s consistent delivery of
quality service and customer care.

vi. Digital Transformation & Innovation Initiatives

We have undertaken several key digital initiatives
aimed at enhancing user experience and
internal efficiency:

• AI-Powered WhatsApp BOT for Billing Queries

A 24/7 intelligent chatbot integrated with WhatsApp
has handled 39,046 queries over seven months,
achieving an 89% first-time resolution rate,

improving customer self-service capabilities.

• Automation for Internal Productivity

Deployment of AI-enabled internal BOTs
has empowered business teams to handle
customer issues with real-time data support.
Over 22,135 issues were resolved using this
system in Q2 FY25 alone.

• Self-Scheduled Installations

We introduced a customer-selected time slot

model for new installations, enhancing convenience
and improving operational efficiency. This has led to
a 72% same-day activation rate, positioning the
Company among the fastest in the industry for new
connection installations.

B. Cable Television Business:

Over the past year, the Indian cable television sector
has undergone substantial regulatory and structural
transformation, reshaping its operational and competitive
landscape. Subscriber numbers continued to decline,
highlighting mounting pressure on the traditional
distribution ecosystem.

On the legislative front, the Ministry of Information and
Broadcasting (“MIB”) released the draft Broadcasting
Services (Regulation) Bill, 2023 for public consultation.
Concurrently, the Telecom Regulatory Authority of India
(“TRAI”) issued recommendations on Inputs for the
Formulation of the National Broadcasting Policy, signalling
a move towards a more unified and forward-looking
regulatory framework.

Amid ongoing regulatory asymmetry, TRAI made several
critical recommendations, including:

• Regulatory Framework for Ground-Based
Broadcasters: Advocating for the inclusion of
terrestrial technologies in content distribution;

• Upgradation of DD Free Dish to an Addressable
System: Aiming to enhance service quality and
curb unauthorized retransmissions;

• Framework for Free Ad-Supported Streaming
Television (FAST) Services: Proposing regulatory
oversight over FAST platforms currently operating
without formal guidelines.

In July 2024, TRAI further notified NTO 4.0, amending
Tariff Orders, Interconnect Regulations, and Quality of
Service norms. While some changes intensified pricing
imbalances resulting in higher consumer costs and
contributing to continued subscriber erosion, one notable
positive change was the prohibition of pay channels
being distributed as Free-to-Air (“FTA”) on DD Free Dish.
This provision is expected to foster a more level playing
field among distribution platforms.

These developments underscore an institutional
recognition of the structural headwinds confronting
the sector. Nonetheless, enduring challenges such
as subscriber attrition, unsustainable economics and
regulatory disparities between traditional and digital
platforms necessitate urgent, comprehensive policy
reforms. The industry remains committed to championing
fair competition, safeguarding consumer interests
and ensuring the long-term viability of last-mile cable
infrastructure.

Despite the formidable challenges faced by the sector,
Hathway Digital demonstrated resilience by maintaining
its market position and subscriber base, even as many
Multi-System Operators (“MSOs”) lost ground to emerging
technologies such as Over-the-Top (“OTT”) platforms and
free, ad-supported streaming services.

Hathway Digital remains steadfast in its commitment to
providing a superior television viewing experience through
the deployment of world-class equipment and cutting-edge
infrastructure. Hathway Digital continues to prioritize

service quality and customer satisfaction to minimize any
potential disruption to its consumers.

During the year, Hathway Digital implemented
several key initiatives aimed at enhancing
customer satisfaction:

• Upgraded Network Infrastructure: Strengthened
the digital head-end and distribution systems
to support increased bandwidth and enhanced
picture quality.

• Expanded HD Channel Portfolio: Added new
high-definition channels across multiple genres to
cater to evolving viewer preferences.

• Enhanced Customer Support: Improved customer
service operations through faster response time,
multilingual support and 24/7 helpline access.

• Self-Care App & Portal Enhancements: Upgraded
digital platforms to provide customers with greater
controlovertheirsubscriptions,rechargesandchannel
selection.

• Deployment of On-Ground Service Teams:

Rolled out dedicated regional service teams to
accelerate issue resolution and ensure seamless
activation of services.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act,
2013 (“the Act”) and the Listing Regulations read with Ind
AS-110 (Consolidated Financial Statements), Ind AS-28
(Investments in Associates and Joint Ventures) and Ind
AS-31 (Interests in Joint Ventures), the audited consolidated
financial statement forms part of the Annual Report.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

During the year under review and till the date of this
Report, companies listed in Annexure I to this Report
have become and/or ceased to be the subsidiary, joint
venture or associate of the Company.

A statement providing details of performance and salient
features of the financial statements of Subsidiary/
Associate/Joint Venture companies, as per Section
129(3) of the Act, is annexed herewith and marked as
Annexure II to this Report.

The audited financial statement including the consolidated
financial statement of the Company and all other
documents required to be attached thereto forms part of
this Report and is available on the Company''s website
and can be accessed at https://www.hathwav.com/
About/AnnualReport.

The financial statements of the subsidiaries, as required,
are available on the Company''s website and can be
accessed at https://www.hathwav.com/About/Subsidiaries.

As on the date of this Report, the policy for determining
Material Subsidiaries was updated. The said policy
is available on the Company''s website and can be
accessed at https://www.hathwav.com/policiesPDF/Policv%20
for%20determining%20Material%20Subsidiaries.pdf

Hathway Digital Limited is a Material Subsidiary of the
Company as per the Listing Regulations.

10. SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and
of the profit of the Company for the financial year
ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on
a ''going concern'' basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

12. CORPORATE GOVERNANCE

The Company is dedicated to upholding the highest
standards of governance and adheres to the Corporate
Governance requirements set out by the Securities
and Exchange Board of India. The Company has also
implemented several best governance practices in this
regard. The Corporate Governance Report as per the Listing
Regulations forms part of the Annual Report. A certificate
from the Practicing Company Secretary, confirming
compliance with the conditions of Corporate Governance
is attached to the Corporate Governance Report.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with the Listing Regulations, the Business
Responsibility and Sustainability Report describing
the performance of the Company on environmental,
social and governance perspective is available on the
Company''s website and can be accessed at https://
www.hathway.com/documents/Annual%20Report/
Business%20Responsibilitv%20and%20Sutainabilitv%20
Report 2024-25.pdf.

14. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts / arrangements / transactions entered by
the Company during the year under review with related
parties were in its ordinary course of business and on an
arm''s length basis.

During the year under review, the Company had not
entered into any contract / arrangement / transaction
with related parties which could be considered material in
accordance with the policy of the Company on Materiality
of Related Party Transactions or which is required to be
reported in Form No. AOC-2 in terms of Section 134(3)
(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

As on the date of this Report, the policy defining Materiality
of Related Party Transactions and on dealing with
Related Party Transactions was updated and the said
policy is available on the Company''s website and can
be accessed at https://www.hathway.com/documents/
Policies/Related%20Partv%20Transactions%20Policv.pdf

There were no materially significant related party
transactions which could have potential conflict with
interest of the Company at large.

Members may refer Note 4.10 to the Standalone Financial
Statement which sets out related party disclosures
pursuant to Ind AS.

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”) Committee''s |
prime responsibility is to assist the Board in discharging |
its social responsibilities by way of formulating and !
monitoring implementation of the objectives set out in the |
''Corporate Social Responsibility Policy'' (“CSR Policy”).
The CSR Policy, inter-alia, covers the Company''s CSR j
vision and objectives and also provides for governance,
implementation, monitoring and reporting framework.

The CSR Policy is available on the Company''s website and i
can be accessed at https://www.hathway.com/policiesPDF/
CSR%20Policv.pdf. There has been no change in the i
CSR Policy during the year.

In terms of the CSR Policy, the focus areas of engagement j
shall be eradicating hunger, poverty, preventative health |
care, education, rural area development, gender equality,
empowerment of women, environmental sustainability and j
protection of national heritage, art and culture and other j
need based initiatives.

During the year under review, the Company has spent j
? 1,16,79,205 /- i.e. 2% of the average net profits of the |
Company during the immediately preceding three financial j
years on CSR activities.

The Annual Report on CSR activities as stipulated j
under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith and marked as |
Annexure III to this Report.

16. RISK MANAGEMENT

In compliance with the requirements of the Listing i
Regulations, the Board of Directors of the Company have
constituted the Risk Management Committee, which j
is entrusted with the responsibility of overseeing the
effective implementation and monitoring of the Company''s j
risk management plan and policy. It ensures continuous i
review and obtains assurance from the management for
the timely identification, management and mitigation of the i
emerging risk associated with the Company.

The Company has adopted the risk management policy |
which outlines the exhaustive risk management framework j
which is also applicable to its Subsidiaries and Joint |
Ventures. The risk management framework articulates j
the risk management process which focuses on four key
elements viz. Risk Identification, Risk Assessment, Risk j
Management and Risk Monitoring.

Further details on risk management activities are provided j
in Management Discussion and Analysis section, which j
forms part of the Annual Report.

17. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial
controls commensurate with the size of the business and
nature of its operations. These control are designed to
provide reasonable assurance with regard to the accuracy
and completeness of the accounting records and the timely
preparation and provision of reliable financial statements.

The internal financial controls are embedded in the
business processes. Assurance of the effectiveness of
internal financial controls is obtained through management
reviews, continuous monitoring by Functional Heads as
well as sample testing of the internal financial control
systems by the independent auditors during the course of
their audits on a quarterly basis.

Audit Committee plays a pivotal role in evaluating the
adequacy and effectiveness of the Company''s internal
controls and implementation of audit recommendations on
quarterly basis to ensure the ongoing robustness of the
internal control framework.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Akshay Raheja
(DIN: 00288397) and Mr. Viren Raheja (00037592),
Directors of the Company, retires by rotation at the ensuing
Annual General Meeting. The Board of Directors of the
Company on the recommendation of the Nomination and
Remuneration Committee (“NRC”), have recommended
their re-appointment.

During the year under review, the Board of Directors of
the Company, based on the recommendation of the NRC,
recommended appointment of Mr. Rajendra Dwarkadas
Hingwala (DIN: 00160602) and Ms. Naina Krishna Murthy
(DIN: 01216114) as Independent Directors of the Company
for a term of 5 (five) consecutive years w.e.f. August 05,
2024 and the Members of the Company approved their
appointment on July 31, 2024. They possess requisite
qualifications, experience, proficiency and expertise and
hold the highest standards of integrity.

Further, Mr. Rajendra Dwarkadas Hingwala was appointed
as the Chairman of the Company w.e.f. August 05, 2024.

Mr. Sridhar Gorthi (DIN: 00035824) and Mr. Sasha

Mirchandani (DIN: 01179921) ceased to be independent
directors of the Company upon completion of their second
term on August 04, 2024. Further, Mr. Sridhar Gorthi
ceased to be the Chairman of the Company on August 04,
2024. Ms. Ameeta Parpia (DIN: 02654277) ceased to be
independent director of the Company upon completion
of her second term on February 10, 2025. The Board of
Directors of the Company places on record their deepest

gratitude for guidance and support provided by them during
their tenure, which immensely benefitted the Company.

Mr. Anuj Jain (DIN: 08351295), Non-Executive Director of
the Company resigned from the Board of the Company with
effect from end of business hours of February 20, 2025 due
to his pre-occupation and other personal commitments.
The Board appreciates his valuable contribution and places
on record its heartiest gratitude for the guidance provided
by him during his tenure on the Board of the Company.

Save and except aforementioned, there were no other
changes in the Board of Directors and Key Managerial
Personnel of the Company.

The Company has received declarations from all
Independent Directors of the Company confirming that:

(a) they meet the criteria of independence prescribed
under the Act and the Listing Regulations; and

(b) they have registered their names in the Independent
Directors'' Databank.

19. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation
of the Board, Committees and other individual Directors
(including Independent Directors) which includes criteria
for performance evaluation of Directors.

In accordance with the manner of evaluation specified
by the NRC, the Board carried out annual performance
evaluation of the Board, its Committees and Individual
Directors. The Independent Directors carried out
annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole.
The Chairman of the respective Committees shared
the report on evaluation with the respective Committee
members. The performance of each Committee was
evaluated by the Board based on the report of evaluation
received from the respective Committees.

Based on the review of consolidated report on performance
evaluation, the Chairman of the Board provided the
feedback to each Director.

20. AUDITORS AND AUDITORS’ REPORT
Statutory Auditor

Nayan Parikh & Co., Chartered Accountants (Firm
Registration No.107023W) were re-appointed as Statutory
Auditor of the Company for second term of 5 (five)
consecutive years, at the Annual General Meeting held on
June 28, 2022. They have confirmed their eligibility and
qualifications required under the Act for holding office as
Statutory Auditor of the Company.

The Auditor''s Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on
financial statement referred to in the Auditor''s Report are
self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board had appointed Rathi & Associates, Practicing
Company Secretaries, to conduct Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report relating thereto is annexed herewith and
marked as Annexure IV to this Report. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, the Board has recommended
to the Members of the Company the appointment of Rathi

6 Associates, Practicing Company Secretaries (Firm
Registration No. P1988MH011900), as the Secretarial
Auditor of the Company for a term of 5 (five) consecutive
financial years, commencing from the financial year
2025-26 to the financial year 2029-30 to conduct
Secretarial Audit of the Company. They have confirmed
their eligibility and qualification required under the Act
and the Listing Regulations for holding the office, as the
Secretarial Auditor of the Company.

Cost Auditor

The Board of Directors of the Company had appointed
Ashok Agarwal & Co., Cost Accountants, as Cost Auditor
of the Company for conducting the audit of the cost records
relating to Broadband Operations of the Company for the
financial year 2024-25 in accordance with the provisions
of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014.

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

21. DISCLOSURES

Meetings of the Board

7 (Seven) meetings of the Board of Directors of the Company
were held during the year under review. The particulars
of the meetings held and attendance of each Director are
detailed in the Corporate Governance Report.

Audit Committee

Mr. Sridhar Gorthi ceased to be an independent
director of the Company upon completion of his
second term on August 04, 2024 and consequently
ceased to be the Chairman and a member of the

Audit Committee. Further, Mr. Sasha Mirchandani and j
Ms. Ameeta Parpia ceased to be independent directors j
of the Company upon completion of their second term j
on August 04, 2024 and February 10, 2025, respectively j
and consequently ceased to be the members of the Audit j
Committee. The Audit Committee presently comprises |
of Mr. Rajendra Dwarkadas Hingwala (Chairman),
Mr. Viren Raheja and Ms. Naina Krishna Murthy.

During the year under review, all the recommendations
made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility (“CSR”) j
Committee

Mr. Sridhar Gorthi ceased to be a member of the CSR j
Committee upon completion of his second term as
an independent director. The CSR Committee j
presently comprises of Mr Viren Raheja (Chairman),
Mr. Saurabh Sancheti and Mr. Rajendra Dwarkadas i
Hingwala.

Nomination and Remuneration Committee !
(“NRC”)

Mr. Sasha Mirchandani ceased to be the Chairman and a |
member of the NRC and Mr. Sridhar Gorthi ceased to be i
member of the NRC, upon completion of their second term j
as independent director. The NRC presently comprises of i
Ms. Naina Krishna Murthy (Chairperson), Mr. Viren Raheja j
and Mr. Rajendra Dwarkadas Hingwala.

The Company has devised inter-alia, following j
Policies namely (i) Policy for Selection of Directors and
Determining Directors'' Independence, (ii) Remuneration !
Policy for Directors, Key Managerial Personnel and
Senior Management and (iii) Policy on Board Diversity.
The Policies are available on the Company''s website and
can be accessed at:

https://www.hathwav.com/policiesPDF/Policv%20for%20

Selection%20of%20Directors.pdf

https://www.hathway.com/policiesPDF/Remuneration%20

Policy%20for%20Directors.pdf

https://www.hathway.com/policiesPDF/Policy%20on%20

Board%20Diversity.pdf

There has been no change in the above Policies i
during the year.

The aforesaid Policies set out the guiding principles for the |
NRC for identifying persons who are qualified to become j
Directors and to determine the independence of Directors,
in case of their appointment as independent directors of the i
Company, recommending to the Board the remuneration j

of the Directors, Key Managerial Personnel and Senior
Management of the Company and the approach towards
Board diversity in the Company.

Stakeholders Relationship Committee (“SRC”)

Ms. Ameeta Parpia ceased to be a Chairperson of
the SRC upon completion of her second term as an
independent director. The SRC presently comprises
of Mr. Rajendra Dwarkadas Hingwala (Chairman),
Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee (“RMC”)

Ms. Ameeta Parpia ceased to be the Chairperson
and a member of the RMC and Mr. Sridhar Gorthi
ceased to be a member of the RMC upon completion
of their second term as independent director. The RMC
presently comprises of Mr. Saurabh Sancheti (Chairman),
Mr. Rajendra Dwarkadas Hingwala and Mr. Ajay Singh.

Business Responsibility and Sustainability
Committee (“BRSC”)

The BRSC comprises of Mr. Viren Raheja (Chairman) and
Mr. Saurabh Sancheti.

In order to promote sustainability and long-term progress
in the organisation and the Company''s commitment to
better environment, social and governance practices, the
Company has adopted Anti-Bribery and Anti-Corruption
Policy and Environmental, Social and Governance (ESG),
which serve as a framework for ESG initiatives and activities
undertaken by the Company. The Policies are available on
the Company''s website and can be accessed at:

https://www.hathway.com/policiesPDF/Anti-Bribery%20

and%20Anti-Corruption%20Policy.pdf

https://www.hathway.com/assets/pdf/Policies/ESG%20

Policy.pdf

The details of the dates of the meetings, attendance and
terms of reference of the various Committees are disclosed
in the Corporate Governance Report, which forms part of
the Annual Report.

22. VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company promotes ethical behaviour in all its business
activities. Towards this, the Company has adopted a Vigil
Mechanism and Whistle Blower Policy.

The Company''s Ethics & Compliance Task Force (ECTF)
oversees and monitors the implementation of ethical
business practices in the Company. ECTF evaluates
complaints and incidents of suspected or actual violations
of the Code of Conduct and reports them to the Audit
Committee every quarter.

Employees are required to report actual or suspected
violations of applicable laws and regulations and the Code
of Conduct. Such genuine concerns (termed Reportable
Matter) disclosed as per Policy are called “Protected
Disclosures” and can be raised by a Whistle-blower
through an e-mail or dedicated telephone line or a letter to
the ECTF or to the Chairman of the Audit Committee.

As on the date of this Report, the Vigil Mechanism
and Whistle Blower Policy was updated and the said
Policy is available on the Company''s website and can
be accessed at https://www.hathwav.com/policiesPDF/
Vigil%20Mechanism%20and%20Whistle-Blower%20
Policy.pdf

During the year under review, no Protected Disclosure
concerning any reportable matter in accordance with
the Vigil Mechanism and Whistle-blower Policy of the
Company was received by the Company.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

The Company, being a Company providing Infrastructural
facilities, is exempted from the provisions of Section 186 of
the Act relating to loan and guarantee given, and security
provided by the Company.

24. PREVENTION OF SEXUAL HARASSMENT AT
WORK PLACE

In accordance with the requirement of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules
made thereunder, the Company has in place a policy which
mandates no tolerance against any conduct amounting to
sexual harassment of women at workplace. The Company
has formed an Internal Complaint Committee to redress
and resolve complaints pertaining to sexual harassment
in the workplace, which ensures a free and fair enquiry
process with clear timelines for resolution. There were
no cases / complaints filed during the year under review
under the POSH Act.

25. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, is annexed
herewith and marked as Annexure V to this report.

26. ANNUAL RETURN

The Annual Return of the Company as on March 31,
2025 is available on the Company''s website and can

be accessed at https://www.hathway.com/documents/
Annual%20Report/Annual%20Return 2024%20-25.pdf

27. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names of the top 10 (ten)
employees in terms of remuneration drawn and names and
other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part
of this Report.

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 also forms part
of this Report.

Having regard to the provisions of the second proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to
the Members of the Company. Any Member interested in
obtaining such information may write to the Company on
[e-mail]

28. GENERAL

The Board state that no disclosure or reporting is required
in respect of the following matters as there were no
transactions or applicability pertaining to these matters
during the year under review:

i) Details relating to deposits covered under
Chapter V of the Act.

ii) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and
Employees'' Stock Options Schemes) to employees
of the Company under any scheme.

iv) Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and the Company''s
operations in future.

v) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of
its own shares by employees or by trustees for the
benefit of employees.

vii) Payment of remuneration or commission from
any of its holding or subsidiary companies to the
Managing Director of the Company.

viii) Change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor
Education and Protection Fund.

x) Issue of debentures/ bonds/ warrants/ any other
convertible securities.

xi) There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or
Financial Institution.

xiii) Statement of deviation or variation in connection
with preferential issue.

29. ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place
on record their deep sense of appreciation for the
committed services by all the Company''s Executives,
Staff and Employees.

The Board of Directors of the Company would also like
to express their sincere appreciation for the assistance
and co-operation received from the Financial Institutions,
Banks, Government Authorities, Customers, Vendors and
Members during the year under review.

For and on behalf of the Board

Viren Raheja Saurabh Sancheti

Non-Executive Director Non-Executive Director

DIN 00037592 DIN 08349457

Place: Mumbai
Date: April 22, 2025

Registered Office

802, 8^th Floor, Interface-11, Link Road,

Malad (West), Mumbai - 400064
CIN: L64204MH1959PLC011421
Website: www.hathwav.com
E-mail: [e-mail]
Tel.: [phone]

---

Mar 31, 2024

The Board of Directors are pleased to present the Company''s 64^th Annual Report and the Company''s audited financial statements for the financial year ended March 31, 2024.

1. Financial Results

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31,2024 is summarized below: -

	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	622.67	638.72	1980.97	1,858.44
Other Income	93.56	65.97	137.98	100.55
Profit/(Loss) before Tax	116.59	88.84	141.55	90.44
Less: Current Tax	-	-	-	-
Deferred Tax	30.32	24.42	42.26	25.07
Profit/(Loss) for the year	86.27	64.42	99.29	65.37
Add: Other Comprehensive Income (OCI)	0.46	(3.02)	0.76	(7.29)
Total Comprehensive Income for the year	86.73	61.40	100.05	58.08
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(541.24)	(602.63)	(895.22)	(953.30)
Less: Appropriation	-	-	-	-
General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(454.53)	(541.24)	(788.74)	(895.22)

2. TRANSFER TO RESERVES

The Board of Directors of the Company have not transferred any amount to Reserves for the year under review.

3. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, the total revenue from operations was ? 622.67 crores on standalone basis and ? 1980.97 crores on consolidated basis as compared to the last year''s revenue of ? 638.72 crores on standalone basis and ? 1,858.44 crores on consolidated basis respectively. The post-tax profit of your Company was ? 86.27 crores on standalone basis and ?99.29 crores on consolidated basis as compared to the last year''s post-tax profit of ? 64.42 crores on standalone basis and ? 65.37 crores on consolidated basis respectively.

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

No Material Changes have taken place from the end of the financial year till the date of this report.

5. DIVIDEND

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review. The Dividend Distribution Policy of the Company is available on the Company''s website and can be accessed at https://www.hathwav.com/assets/pdf/ Policies/Dividend%20Distribution%20Policv.pdf.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

7. BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

The developments in business operations/performance of the Company and its major subsidiaries consolidated with the Company are as below:

A. Broadband Business

Leveraging the cutting-edge FTTH technology, the Company has significantly enhanced the customer experience by integrating advanced digitization and automation processes. This strategic focus has successfully expanded our FTTH consumer base. As of March 31, 2024, our 1.1 million wireline broadband subscribers were testament to the growing preference for wireline broadband, which facilitates not only online media consumption but also provides seamless data accessibility across multiple devices at home.

Customers enjoy the freedom of unlimited data, which has empowered them to seamlessly manage diverse digital activities—from streaming OTT content and conducting office video calls to fulfilling online educational requirements. As of March 2024, the average monthly data usage per FTTH customer has surpassed 346 GB, indicating robust engagement with our network, particularly in the Southern market.

The Company''s dedication to providing uninterrupted service is unwavering. In line with this commitment, we have adopted dual-band routers with advanced band steering technology as the standard for all new high-speed broadband connections. This technological enhancement guarantees superior WiFi performance, ensuring that a diverse array of devices within our customers'' homes benefit from a consistently reliable and seamless online experience.

Reflecting the Company''s unwavering commitment to service excellence, there has been a notable 16% increase in the average monthly data usage per customer in March 2024, compared to the same period last year. This uptick not only underscores the consistent reliability of our services but also highlights the growing digital engagement of our customers within our robust network.

The Company has taken a significant leap forward in delivering exceptional customer service by harnessing the power of Al-driven automation. This innovative approach has led to the swift resolution of over 78% of non-network technical queries in under two minutes. We have restructured our entire customer support system to ensure that customers receive assistance within four hours, and new customers enjoy same-day installation services.

Our commitment to customer empowerment is evident in our ongoing journey to re-engineer the customer interface, making it technology driven. This transformation is aimed at enhancing operational efficiency and maintaining a strong focus on continuous innovation. The key innovation initiatives undertaken this year are outlined below:

• Live Chat - Every customer whose non-network query could not be addressed by the ChatBOT is being offered an option to do Live Chat, to resolve 90% of such queries within one hour.

• Live Call Transfer - Any customer whose non-network concern could not be resolved by the VoiceBOT is being automatically transferred to a team of experts to provide on call resolution.

• Seamless WiFi experience on high speed plans is being made possible by the use of Dual band WiFi devices with band steering feature.

• Our renewed version of Sales App has made possible the same day activation for more than 50% of our new broadband customers.

During the year under review, the Broadband business revenue stood at '' 622.67 crores and the subscribers stood at 1.1 Mn (Previous Years'' Broadband business revenue stood at '' 638.72 crores and subscribers stood at 1.12 Mn).

B. Cable Television Business:

Hathway Digital Limited (“Hathway Digital”), a wholly owned subsidiary (material subsidiary) of the Company provides Cable Television Services on Pan India basis. During the year under review, Hathway Digital implemented the New Tariff Order 3.0 as stipulated by Telecom Regulatory Authority of India “TRAI” -The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Third Amendment) Order, 2022 (No. 4 of 2022) “New Tariff Order 3.0” whereby there was a upward change in the pricing of the bouquet and a-la-carte channels of the pay broadcasters.

Hathway Digital continued to work towards delighting its customers and took various new initiatives during the year 2023-24 for enhancing customer experience and provide better market offerings.

Some of the Key initiatives were:

• Expanded the Hathway Digital footprint through incremental infrastructure, enabling us to expand our market share. Hathway Digital connected over 60 new locations with IP links and added ~900kms of fiber network.

• Hathway Digital continued to hold ground and it''s market share in a situation where most of other Multi System Operators (“MSO”) were losing their base and share to DTH / Over the Top (OTT).

• Started the process of upgrading Jio Verimatrix(“JVM”) Conditional Access System

(57% of total Subs is JVM) from DVB4 to DVB5 including the accommodation of 13-digit VC numbers (replacing the previous 12-digit format). This development will enhance customer experience by improving command processing timelines leading to quicker STB activation;

• Successful implementation of Oracle Real Application Cluster and a seamless upgrade to the latest Oracle Database version, ensuring zero data corruption and maintaining the integrity of our business-critical data. This ensures high-availability and enhanced the scalability to allow the database to handle increased workloads and user traffic, supporting future growth within the Oracle Billing and Revenue Management System (“OBRM”) and Local Cable Operator (“LCO”) Portal system;

• Upgraded OBRM application from the outdated 7.5 version to the latest BRM 12. This critical upgrade eliminated product issues, ensured continued Oracle support and compliance, and significantly improved OBRM application stability, minimizing unplanned downtime and enhancing business continuity.

• Partnered with third party vendors to:

- Implement Whats App based Payment Reminders and Collections to increase online payment penetration for Primary Point Customers

- Application Programming Interface (API) creation for enabling instant activation through any App that LCO may be currently using.

8. CREDIT RATING

During the year under review, the Company was not required to obtain any credit rating.

9. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review and till the date of this report, there was no Company which has become or ceased to be Subsidiary of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/

Joint Venture companies, as per Section 129(3) of the Act is annexed herewith and marked as Annexure I to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at https://www.hathwav.com/ About/AnnualReport.

The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed at https://www.hathway.com/About/Subsidiaries.

The policy for determining Material Subsidiaries is put up on the Company''s website and can be accessed at https://www.hathway.com/assets/pdf/Policies/Policy%20 for%20determining%20Material%20Subsidiaries.pdf

Hathway Digital Limited is a material Subsidiary of Company as per the Listing Regulations.

11. SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', issued by the Institute of Company Secretaries of India.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

14. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company''s website at https://www.hathwav.com/ annual-reportPDF/Business%20Responsibility%20and%20 Sustainability%20Report 2023-24.pdf.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy defining materiality of related party transactions, and on dealing with related party transactions is available on the Company''s website and can be accessed at https://www.hathway.com/assets/pdf/Policies/Related%20 Party%20T ransactions%20Policy. pdf

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Members may refer Note 4.10 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

16. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”) Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' (“CSR Policy”). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy is available on the Company''s website and can be accessed at https://www.hathway.com/policiesPDF/ CSR%20Policy. pdf.

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventative health care, education, rural area development, gender equality, empowerment of women, environmental sustainability and protection of national heritage, art and culture and other need based initiatives.

During the year under review, the Company has spent '' 1,68,66,891/- i.e. 2% of the average net profit of last three financial years on CSR activities.

The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure II to this Report.

17. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is detailed and provides for exhaustive Risk Management framework which is also applicable to its Subsidiaries and Joint Ventures. The Risk Management framework defines the risk management process which focuses on four key elements viz. Risk Identification, Risk assessment, Risk Management and Risk Monitoring. The Board of Directors of the Company is entrusted with the responsibility of overseeing effective implementation, monitoring of risk management plan and policy, continuous review and obtaining assurance from the management for timely identifying, managing and mitigating the emerging risk associated with the Company.

Further details on Risk Management activities are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

18. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

The internal financial controls are embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by Functional Heads as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits.

Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and implementation of audit recommendations on quarterly basis.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Saurabh Sancheti (DIN: 08349457), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his re-appointment.

Mr. Tavinderjit Singh Panesar was appointed as Chief Executive Officer (Key Managerial Personnel) of the Company with effect from April 18, 2023.

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

(a) they meet the criteria of independence prescribed under the Act and Listing Regulations; and

(b) they have registered their names in the Independent Directors'' Databank.

20. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

21. AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were re-appointed as Statutory Auditors of the Company for second term of 5 (five) consecutive years, at the Annual General Meeting held on June 28, 2022. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Rathi & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

The Board of Directors of the Company had appointed M/s. Ashok Agarwal & Co., Cost Accountants, as Cost Auditors of the Company for conducting the audit of the cost records relating to Broadband Operations of the Company for the financial year 2023-24 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

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

22. DISCLOSURES Meetings of the Board

Four meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Sridhar Gorthi (Chairman), Mr. Sasha Mirchandani, Mr. Viren Raheja and Ms. Ameeta Parpia. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility (“CSR”) Committee

During the year the CSR Committee was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja (Chairman), Mr. Sridhar Gorthi and Mr. Saurabh Sancheti.

Nomination and Remuneration Committee (“NRC”)

The NRC comprises Mr. Sasha Mirchandani (Chairman), Mr. Sridhar Gorthi and Mr. Viren Raheja.

The Company has devised inter alia, following Policies namely (i) Policy for Selection of Directors and Determining Directors'' Independence, (ii) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and (iii) Policy on Board Diversity. The Policies are available on the Company''s website and can be accessed at:

https://www.hathwav.com/policiesPDF/Policv%20for%20

Selection%20of%20Directors.pdf

https://www.hathway.com/policiesPDF/Remuneration%20

Policy%20for%20Directors.pdf

https://www.hathway.com/policiesPDF/Policy%20on%20

Board%20Diversity.pdf

There has been no change in the policies during the year.

The aforesaid Policies set out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company; recommending to the Board the remuneration of the directors, Key Managerial Personnel and Senior Management of the Company and the approach to diversity of the Board of the Company.

Stakeholders Relationship Committee (“SRC”)

During the year SRC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee (“RMC”)

During the year the RMC was reconstituted by the Board through Circular resolution dated April 07, 2023

and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Sridhar Gorthi, Mr. Saurabh Sancheti and Mr. Ajay Singh.

Business Responsibility and Sustainability Committee (“BRSC”)

During the year the BRSC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja, who was designated as Chairman (earlier, he was Member) and Mr. Saurabh Sancheti.

In order to promote sustainability and long-term progress in the organisation and Company''s commitment to better environment, social and governance practices, the company has adopted Anti-Bribery and Anti-Corruption Policy (ABAC) and Environmental, Social and Governance (ESG), which serve as a framework for ESG initiatives and activities undertaken by the Company. The Policies are available on the Company''s website and can be accessed at:

https://www.hathway.com/policiesPDF/Anti-Bribery%20

and%20Anti-Corruption%20Policy.pdf

https://www.hathway.com/assets/pdf/Policies/ESG%20

Policy.pdf

The details of the dates of the meetings, attendance and terms of reference of the various Committees are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also reviews complaints/ issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

In order to strengthen the existing vigil mechanism and whistle blower policy, during the year the Company has revised its Vigil Mechanism and a Whistle blower policy. Ethics & Compliance Task Force (ECTF) comprising Chief Human Resources Officer (CHRO), Head Corporate Legal, Chief Financial Officer has been established which oversees and monitors the implementation of ethical business practices in the Company. ECTF evaluates incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

Employees are required to report actual or suspected violations of applicable laws and regulations and the Code

of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called “Protected Disclosures” and can be raised by a Whistle-blower through an e-mail or dedicated telephone line or a letter to the ECTF or to the Chairman of the Audit Committee.

The updated Vigil Mechanism and Whistle Blower Policy is available on the Company''s website and can be accessed at:

https://www. hathway.com/policiesPDF/Vigil%20 Mechanism%20and%20Whistle-Blower%20Policv.pdf.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company, being a Company providing Infrastructural facilities, is exempted from the provisions of Section 186 of the Act relating to loan and guarantee given, and security provided by the Company.

25. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Complaint Committee to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/ complaints filed during the year under POSH Act.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith and marked as Annexure IV to this Report.

27. ANNUAL RETURN

The Annual Return of the Company as on March 31,2024 is available on the Company''s website and can be accessed at https://www.hathway.com/annual-reportPDF/Annual%20 Return%20AGM 2024.pdf

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in

excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id [e-mail].

29. CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE SAME STATE

During the year under review, the Registered Office of the Company was shifted from 805/806, Windsor, 8^th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400098 to 802, 8^th Floor, Interface-11, Link Road, Malad (West), Mumbai 400064 w.e.f December 21, 2023.

30. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) Change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor Education and Protection Fund.

x) I ssue of debentures/bonds/warrants/any other convertible securities.

xi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or Financial Institution.

xiii) Statement of deviation or variation in connection with preferential issue.

31. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s Executives, Staff and Employees.

The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government

Authorities, Customers, Vendors and Members during the year under review.

For and on behalf of the Board

Viren Raheja Saurabh Sancheti

Non-Executive Director Non-Executive Director

DIN 00037592 DIN 08349457

Place: Mumbai Date: April 17, 2024

Registered Office

8^th Floor, Interface-11, Link Road,

Malad (West), Mumbai - 400064 CIN: L64204MH1959PLC011421 Tel No. 022 40542500,

Fax: [phone] Mail: [e-mail] Website: www.hathwav.com

---

Mar 31, 2023

The Board of Directors are pleased to present the Company''s 63^rd Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31,2023 is summarized below:

(Rs. in Crores)
	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	638.72	621.94	1,858.44	1793.02
Other Income	65.97	50.81	100.55	77.42
Profit/(Loss) before Tax	88.84	70.04	90.44	156.13
Less: Current Tax	-	-	-	0.01
Deferred Tax	24.42	22.88	25.07	25.77
Profit/(Loss) for the year	64.42	47.16	65.37	130.35
Add: Other Comprehensive Income (OCI)	(3.02)	(0.09)	(7.29)	(145)
Total Comprehensive Income for the year	61.40	47.07	58.08	128.90
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(602.63)	(649.71)	(953.30)	(1081.98)
Less: Appropriation	-	-	-	-
- General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(541.24)	(602.63)	(895.22)	(953.30)

5. DIVIDEND

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review. The Dividend Distribution Policy of the Company is put on the Company''s website and can be accessed at https://www.hathwav.com/assets/pdf/Policies/ Dividend%20Distribution%20Policv.pdf.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), is presented in a separate section, forming part of the Annual Report.

7. BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

The developments in business operations/performance of the Company and its major subsidiaries consolidated with the Company are as below:

2. TRANSFER TO RESERVES

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under review.

3. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, the total revenue from operations was ? 638.72 crores on standalone basis and ? 1,858.44 crores on consolidated basis as compared to the last year''s revenue of ? 621.94 crores on standalone basis and ? 1793.02 crores on consolidated basis respectively. The post-tax profit of your Company was ? 64.42 crores on standalone basis and ? 65.37 crores on consolidated basis as compared to the last year''s post-tax profit of ? 47.16 crores on standalone basis and ? 130.35 crores on consolidated basis respectively.

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No Material Changes have taken place from the end of the financial year till the date of this report.

A. Broadband Business

During the year , the Company continued to focus j on delighting its customers. GPON customers were j offered with plans of 300 with a commitment that j they would get the 300 Mbps speed on WiFi with j our new high gain and long range Optical Network j Terminal (“ONT”) devices which work in both the WiFi j bands of 2.4 Ghz and 5 Ghz. 5 Ghz band has less j interference and is able to give 300 Mbps speed on j the latest mobiles and laptops that support 802.11 ac j WiFi protocol whereas 2.4 Ghz provides an extensive | coverage in customer homes, so even if they are | far from their WiFi device, they would still remain | connected with the Band Steering feature that have | been implemented in our Dual Band ONTs.

With the redundancy to 1^st level splitter in many of the j key Optical Line Transmission Equipment (OLTEs'') j we were able to offer reliable connectivity to our customers. Our technical complaint rate measured in terms of TT/1000 is at 74, with repeat complaints j within 7 days at 4%. We are able to complete 84% of j our installations within 48 hrs of the login of the order:

It is the endeavour of the Company to ensure that i in the coming months our AI based ChatBOT and i VoiceBOT should able to address more than 50% of i the customer queries in less than 2 minutes.

We are focused on improving our GPON offering in j terms of quick installation and problem resolution.

During the year under review, the Broadband business j revenue stood at '' 638.72 crores and the subscribers j stood at 1.12Mn (Previous Years'' Broadband business j revenue stood at '' 621.94 crores and subscribers i stood at 1.11 Mn).

B. Cable Television Business:

Hathway Digital Limited (“Hathway Digital”), a | wholly owned subsidiary (material subsidiary) of the Company provides Cable Television Services on Pan India basis. During the year under review, Telecom Regulatory Authority of India “TRAI” came out with j The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Third Amendment) Order, 2022 (No. 4 of 2022) “New Tariff Order 3.0” effective from February 1, 2023. Though the date of implementation of New Tariff Order j 3.0 was February 01, 2023, the tariff order could not j be implemented on ground during the financial year, | due to multiple litigation by Local Cable Operators | Associations and Association of Multi System Operators, who were against any increase in the

subscriber price, which was bound to happen due to sharp increase in prices of Bouquets announced by various Broadcasters under New Tariff Order 3.0.

At the same time, Hathway Digital continued to work towards delighting its customers and took various new initiatives during the year for enhancing customer experience and provide better market offerings.

Some of the Key initiatives were:

• Continued to expand the Hathway Digital footprint through incremental infrastructure, enabling us to expand our market share. Hathway Digital connected 90 new locations with IP links and added ~1800kms of fiber network;

• Widen the bouquet of STBs that can be offered to Customers by Implementation of New CAS (Nagra Vision);

• Rolled out a new product/ Go To Market (GTM) strategy including new products and schemes to make Hathway infrastructure-ready to seize the benefit of the more conducive prevailing market;

• Hathway Digital was one of the few MSO which managed to hold ground and increase their base and market share in a situation where most of other MSOs were losing their base and share to Over the Top (OTT);

• Partnered with third party vendor to:

- Enable QR Code on Electronic Programming Guides (EPG) for digital payments with credit going to LCOs Bank Account directly and providing instant activation;

- Application Programming Interface (API) creation for enabling instant activation through any App that LCO may be currently using.

8. CREDIT RATING

During the year under review, the Company was not required to obtain any credit rating.

9. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and SEBI (LODR) read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review and till the date of this report, there was no Company which has become or ceased to be Subsidiary of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the Act is annexed herewith and marked as Annexure I to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at https://www.hathwav.com/ About/AnnualReport.

The financial statements of the subsidiaries, as required, are put up on the Company''s website and can be accessed at https://www.hathway.com/About/Subsidiaries.

The Board has approved and adopted the updated policy for determining Material Subsidiaries and the same is put up on the Company''s website and can be accessed at https:// www.hathwav.com/assets/pdf/Policies/Policv%20for%20 determining%20Material%20Subsidiaries.pdf.

Hathway Digital Limited is material Subsidiary of the Company as per the SEBI(LODR).

11. SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).

The detailed Corporate Governance Report of the Company in pursuance of the SEBI (LODR) forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated | under the SEBI (LODR) is enclosed to the Corporate Governance Report.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

During the year under review, the Board has approved and adopted the updated Policy defining materiality

of related party transactions, material modification in related party transactions and dealing with related party transactions and the same is put up on the Company''s | website and the same can be accessed at https://

| www.hathway.com/assets/pdf/Policies/Related%20

! Party%20Transactions%20Policy.pdf.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Members may refer Note 4.11 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”) Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' (“CSR Policy”). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy is put up on the Company''s website and can be accessed at https://www.hathwav.com/assets/pdf/ Policies/CSR%20Policv.pdf. There has been no change in the policy during the year.

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventative health care, education, rural areas development, gender equality, empowerment of women, environmental sustainability and protection of national heritage, art and culture and other need based initiatives.

During the year under review, the Company has spent '' 2,19,54,000 (rounded off to nearest hundred) i.e. 2% of the average net profit of last three financial years on CSR activities.

The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure II to this Report.

16. RISK MANAGEMENT

Hathway Cable and Datacom Limited (“the Company”), has adopted Risk Management Policy which is detailed and provides for exhaustive Risk Management framework which is applicable to its Subsidiaries and Joint Ventures. The Risk Management framework defines the risk management process which focuses on four key elements viz. Risk Identification, Risk assessment, Risk Management and Risk Monitoring. The Board of Directors of the Company is entrusted with the responsibility of overseeing effective implementation, monitoring of risk management plan and policy, continuous review and obtaining assurance from the management for timely identifying, managing and mitigating the emerging risk associated with the Company.

Further details on Risk Management activities are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

17. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

The internal financial controls are embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by Functional Heads as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits.

Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and implementation of audit recommendations on quarterly basis.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Geeta Kalyandas Fulwadaya (DIN: 03341926), Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended her re-appointment.

Mr. Rajan Gupta has resigned as Managing Director and Director of the Company w.e.f March 09, 2023 due to personal reasons.

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

(a) they meet the criteria of independence prescribed under the Act and SEBI (LODR); and

(b) they have registered their names in the Independent Directors'' Databank.

19. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors

and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees. A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

20. AUDITORS AND AUDITORS’ REPORT Statutory Auditors

During the year under review, M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were reappointed as Statutory Auditors of the Company for second term of 5 (five) consecutive years, at the Sixty-Second Annual General Meeting of the Company held on June 28, 2022. The Statutory Auditors have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Rathi & Associates, to conduct Secretarial Audit for the financial year 2022-23 The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as Annexure III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

The Board of Directors of the Company had appointed M/s. Ashok Agarwal & Co., Cost Accountants, as Cost Auditors of the Company for conducting the audit of the cost records relating to Broadband Operations of the Company for the financial year 2022-23 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

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

21. DISCLOSURES Meetings of the Board

During the financial year ended March 31, 2023, 4 (four) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Sridhar Gorthi (Chairman), Mr. Sasha Mirchandani,

Mr. Viren Raheja and Ms. Ameeta Parpia. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility (“CSR”) Committee

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the CSR Committee was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja (Chairman), Mr. Sridhar Gorthi and Mr. Saurabh Sancheti.

Nomination and Remuneration Committee (“NRC”)

The NRC comprises Mr. Sasha Mirchandani (Chairman), Mr. Sridhar Gorthi and Mr. Viren Raheja.

The Company has devised inter alia, following Policies namely (i) Policy for Selection of Directors and Determining Directors'' Independence, (ii) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and (iii) Policy on Board Diversity. The Policies are available on the Company''s website and can be accessed at: https://www.hathwav.com/assets/pdf/Policies/ Policv%20for%20Selection%20of%20Directors.pdf.

https://www. hathway.com/assets/pdf/Policies/ Remuneration%20Policy%20for%20Directors.pdf.

https://www.hathway.com/assets/pdf/Policies/Policy%20

on%20Board%20Diversity.pdf.

There has been no change in the policies during the year.

The aforesaid Policies set out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company; recommending to the Board the remuneration of the directors, Key Managerial Personnel and Senior Management of the Company and the approach to diversity of the Board of the Company.

Stakeholders Relationship Committee (“SRC”)

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the SRC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee (“RMC”)

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the RMC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Sridhar Gorthi, Mr. Saurabh Sancheti and Mr. Ajay Singh.

Business Responsibility and Sustainability Committee (“BRSC”)

During the year under review, the Business Responsibility (“BR”) Committee was renamed as Business Responsibility and Sustainability Committee (“BRSC”).

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the BRSC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja, who was designated as Chairman (earlier, he was Member) and Mr. Saurabh Sancheti.

As required under Regulation 34(2)(f) of SEBI (LODR), your Company has published the Business Responsibility and Sustainability Report on its website which can be accessed at https://www.hathwav.com/assets/pdf/ Business%20Responsibilitv%20and%20Sustainabilitv%20 Report 2022-23.pdf.

The details of the dates of the meetings, attendance and terms of reference of the various Committees are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

22. VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also reviews complaints/ issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

The Vigil Mechanism and Whistle Blower Policy is put up on the Company''s website and can be accessed at https://www.hathway.com/assets/pdf/Policies/Vigil%20 Mechanism%20and%20Whistle-Blower%20Policy.pdf.

During the year under review, the Company has received 2 (two) complaints which were duly investigated by the Chief of Internal Affairs and CHRO under the guidance of the Audit Committee and necessary actions were initiated pursuant to the investigations.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company, being a Company providing Infrastructural facilities, is exempted from the provisions of Section 186 of the Act relating to loan and guarantee given, and security provided by the Company.

24. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Complaint Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith and marked as Annexure IV to this Report.

26. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://www.hathway.com/assets/pdf/Annual%20 Return%20AGM 2023.pdf

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id [e-mail].

28. GENERAL

The Board of Directors state that no disclosure or reporting

is required in respect of the following matters as there were

no transactions or applicability pertaining to these matters

during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) Change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor Education and Protection Fund.

x) Issue of debentures/bonds/warrants/any other convertible securities.

xi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or Financial Institution.

xiii) Statement of deviation or variation in connection with preferential issue.

29. ACKNOWLEDGEMENT

The Board of Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s Executives, Staff and Employees.

The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review.

---

Mar 31, 2022

The Board of Directors are pleased to present the Company''s 62^nd Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31, 2022 is summarized below: -

('' in crores)
	STANDALONE		CONSOLIDATED
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	621.94	615.56	1793.02	1731.77
Other Income	50.81	134.30	77.42	142.45
Profit/(Loss) before Tax	70.04	143.60	156.13	278.61
Less: Current Tax	-	-	0.01	0.81
Deferred Tax	22.88	32.45	25.77	24.55
Profit/(Loss) for the year	47.16	111.15	.........................130.35.....	253.25
Add: Other Comprehensive Income ("OCI")	(0.09)	0.23	.............................(1.45).....	0.62
Total Comprehensive Income for the year	47.07	111.38	128.90	253.87
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(649.71)	(761.09)	(1081.98)	(1335.86)
Less: Appropriation	-	-	-	-
- General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(602.63)	(649.71)	...................(953.30).....	(1081.98)

2. TRANSFER TO RESERVES

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under review.

3. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, the total revenue from operations was '' 621.94 crores on standalone basis and '' 1,793.02 crores on consolidated basis as compared to the last year''s revenue of '' 615.56 crores on standalone basis and '' 1,731.77 crores on consolidated basis respectively. The post-tax profit of your Company was '' 47.16 crores on standalone basis and '' 130.35 crores on consolidated basis as compared to the last year''s post-tax profit of '' 111.15 crores on standalone basis and '' 253.25 crores on consolidated basis respectively.

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No Material Changes have taken place from the end of the financial year till the date of this report.

5. DIVIDEND

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review. The Dividend Distribution Policy of the Company is put on the Company''s website and can be accessed at https://www.hathwav.com/assets/pdf/ Policies/Dividend%20Distribution%20Policv.pdf.

6. BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

The developments in business operations/performance of the Company and its major subsidiaries consolidated with the Company are as below:

A. Broadband Business

India has around 24 Mn wireline broadband subscribers as of December 31, 2021.

Subscribers increasingly prefer wireline broadband as it allows online media consumption and seamless accessibility of data to multiple devices while at home. Due to the increasing trend of COVID-led work from home ("WFH"), the broadband industry

saw a huge increase in demand in many tier 2 and 3 towns as many professionals shifted base to their home towns. Online education also became a key growth driver for broadband in smaller cities.

The Company''s focus on increasing Fiber to the Home ("FTTH")-led technology edge and improving subscriber experience through enhanced digitisation and automation helped in increasing the FTTH subscriber base by more than 30%. To enable subscribers to handle multiple digital engagements from office video calls to online school and OTT consumption needs, FTTH subscribers enjoying unlimited data, national average of 234 GB/month/ subscriber data usage. This shows the level of engagement of subscribers with the Company network. With high-speed unlimited plans, while Company focused to provide uninterrupted service, it also started giving subscribers double band routers which allowed them to get consistent speed on multiple devices.

Company focused on re-engineering its Subscriber front-ending processes to make them technology-enabled, so as to drive operational efficiencies and strategic thrust on continuous innovation in which lies a strong ambition to empower subscribers. The key innovation Initiatives taken during the year were as below:

• First ISP Company to provide VOiceBOT, an Artificial Intelligence ("AI") and Machine Learning ("ML") applications & tools, for handling interactive Voice Services;

• Chatbot, enabling quick and hassle-free First Time Resolution ("FTR") to Subscriber queries through Web/ App/ WhatsApp interface;

• Smart IVR system at out call centres, which further strengthened FTR;

• DIY ("Do It Yourself") videos, to improve awareness and helping Subscriber in speedy resolution of their complaints.

During the year under review, the Broadband business revenue stood at '' 621.94 crores and the subscribers stood at 1.11 Mn (Previous Years'' Broadband business revenue stood at '' 615.56 crores and subscribers stood at 1.07 Mn).

B. Cable Television Business:

Hathway Digital Limited ("Hathway Digital") - its wholly owned subsidiary provides Cable Television Services on Pan India basis. Implementation of New Tariff Order ("NTO") in March 2019, helped customers the freedom to watch channels of their choice with best-in-class technology.

To strengthen our systems and technical capabilities

to ensure uninterrupted service to esteemed

customers, several new initiatives were undertaken

during the year:

• Next generation HEVC HD box and OTT hybrid box were launched during the year to give Cable Television Customers enhanced viewing experience;

• Introduced digital prepaid offering for

transactional convenience of Customers;

• Online renewal facility to empower customers by giving them the freedom to renew their packages at the click of a button through MyJio App, at their own convenient time and place;

• I nstant customer activation to enrich customer experience with no time lag;

• Leveraging platforms like WhatsApp for continuous customer engagement;

• New digital eCAF process including IVR-based authentication in addition to OTP process;

• Piloted initiative of providing OTT apps through already seeded new generation HD boxes, designed to give OTT access to millions of our Cable Television customers without the need to buy an additional OTT device;

• Rolled out a new product/GTM strategy to make Hathway infrastructure-ready to seize the benefit of the more conducive prevailing market. We are in the process of rolling out new plans;

• Efforts to create an extensive incremental infrastructure, with focus on southern and eastern states, enabling us to expand our market share. The Company connected more than 140 new locations with IP links and added 3,000 kms of fiber network;

• Piloted TV Plug, a revolutionary new product to provide highly reliable last-mile Cable Television connectivity from a mobile tower network.

7. CREDIT RATING

During the year, the Company had repaid its entire credit facilities and accordingly, as there was no need for credit rating, at the request of the Company, India Ratings and Research Private Limited ("Ind-Ra") - (Credit Rating Agency) has withdrawn its rating assigned to the credit facilities of the Company.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulation 2015, ("SEBI(LODR)") read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review and till the date of this report, Companies listed in Annexure I to this Report have become or ceased to be Subsidiaries of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture Companies, as per Section 129(3) of the Act is annexed herewith and marked as Annexure II to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Company''s website and can be accessed at https:// www.hathwav.com/About/QuarterlvFinancialResults#.

The financial statements of the subsidiaries, as required, are put up on the Company''s website and can be accessed at https://www.hathway.com/About/Subsidiaries.

The Company has formulated a policy for determining Material Subsidiaries and the same is put up on the Company''s website and can be accessed at https:// www.hathwav.com/assets/pdf/Policies/Policv%20on%20 material%20subsidiaries 2014-15 11.02.2015.pdf

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied with by the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2022 and of the profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”).

The detailed Corporate Governance Report of the Company in pursuance of the SEBI ("LODR") forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI ("LODR") is enclosed to the Corporate Governance Report.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Policy on Materiality of Related Party Transactions i and dealing with Related Party Transactions as approved i by the Board is put up on the Company''s website and i can be accessed at https://www.hathwav.com/assets/ i pdf/Policies/Related%20Party%20Transactions%20 i Policy 16.01.2020.pdf l

Members may refer Note 4.13 to the Standalone Financial | Statement which sets out related party disclosures i pursuant to Ind AS.

14. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”) Committee''s i prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the i ''Corporate Social Responsibility Policy'' (“CSR Policy”). The CSR Policy of the Company, inter alia, covers CSR i vision and objective and also provides for governance, i implementation, monitoring and reporting framework.

The CSR Policy is put up on the Company''s website and i can be accessed at https://www.hathway.com/assets/pdf/ i Policies/CSR%20Policy.pdf. i

In terms of the CSR Policy the focus areas of engagement | shall be eradicating hunger, poverty, preventative health | care, education, rural areas development, gender equality, i empowerment of women, environmental sustainability i and protection of national heritage, art and culture and i other need based initiatives.

During the year under review, the Company has spent | '' 1,66,00,000 i.e. 2% of the average net profit of last three | financial years on CSR activities.

The Annual Report on CSR activities as stipulated j under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as j Annexure III to this Report.

15. RISK MANAGEMENT

The Board of Directors of the Company have designed Risk Management Policy and framework to avoid events, situations or circumstances which may lead to negative impact on the Company''s businesses as a whole and have defined a structured approach to manage uncertainty and outcomes. Key business risks and their j mitigation are considered as a part of the annual/strategic j business plans and is reviewed by the Risk Management Committee on frequent basis.

The Company shall continue to have periodic review mechanism for monitoring of risk events and functional activities basis residual risk rating.

Further details on Risk Management activities are covered in Management Discussion and Analysis section as well as in Corporate Governance Report, which forms part of the Annual Report.

16. INTERNAL FINANCIAL CONTROLS

The Company''s internal as well as operational controls are commensurate with its size and the nature of its operations. The Company has put in place a defined risk management framework to identify, assess, monitor and mitigate risks at Enterprise level. Organisation adopts a systematic approach to mitigate risks associated with accomplishment of objectives, operations, performance and regulations. The Company believes that such steps would help to achieve stated objectives of the organisations.

The Audit Committee quarterly reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations, if any.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Akshay Raheja (DIN: 00288397) and Mr. Viren Raheja (DIN: 00037592), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) have recommended their re-appointment.

Mr. Rajan Gupta (DIN: 07603128) whose tenure as Managing Director, expired on November 24, 2021, was re-appointed for a further period of 3 (three) years commencing from November 25, 2021 till November 24, 2024.

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and SEBI ("LODR").

18. PERFORMANCE EVALUATION

During the year under review, NRC specified the manner for effective evaluation of performance of the Board, its committees and individual directors in accordance with the provisions of Section 178 of the Act and performance evaluation was carried out in accordance therewith.

The Board evaluated its own performance and performance of individual Directors. Each Committee self-evaluated its own performance and submitted its report of self-evaluation to the NRC. The NRC further evaluated based on self-evaluation reports submitted by various Committees and submitted its consolidated report on Committees evaluation to Board of Directors.

19. AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 15, 2017 and accordingly their first tenure shall end at the conclusion of the Sixty Second Annual General Meeting. The Board of Directors propose to re-appoint M/s. Nayan Parikh & Co. Chartered Accountants as Statutory Auditors of the Company for second term of 5 consecutive years beginning from the conclusion of the Sixty Second Annual General Meeting till the conclusion of Sixty Seventh Annual General Meeting. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Rathi & Associates to conduct Secretarial Audit for the financial year 2021-22 The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith and marked as Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

The Board of Directors of the Company had appointed M/s. Ashok Agarwal & Co., Cost Accountants, as Cost Auditors of the Company for conducting the audit of the cost records relating to Broadband Operations of the Company for the financial year 2021-22 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

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

Meetings of the Board

During the financial year ended March 31, 2022, 4 (four) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Shridhar Gorthi (Chairman), Mr. Sasha Mirchandani, Mr. Viren Raheja and Ms. Ameeta Parpia as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility ("CSR") Committee

The CSR Committee comprises Mr. Viren Raheja (Chairman), Mr. Shridhar Gorthi and Mr. Rajan Gupta as Members.

Nomination and Remuneration Committee ("NRC")

During the financial year, Mr. Akshay Raheja resigned as a member from NRC and accordingly the NRC comprises Mr. Sasha Mirchandani (Chairman), Mr. Sridhar Gorthi and Mr. Viren Raheja as Members.

During the year under review, the Board has approved and adopted Policies namely Policy for Selection of Directors and Determining Directors'' Independence, Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and Policy on Board Diversity, in place of existing Nomination and Remuneration Policy, which are put up on the Company''s website and can be accessed at: https://www. hathwav. com/assets/pdf/Policies/Policv%20 for%20Selection%20of%20Directors.pdf

https://www.hathway.com/assets/pdf/Policies/

Remuneration%20Policy%20for%20Directors.pdf

https://www.hathway.com/assets/pdf/Policies/Policy%20 on%20Board%20Diversity. pdf

The aforesaid Policies set out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company; recommending to the Board the remuneration of the directors, Key Managerial Personnel and Senior Management of the Company and the approach to diversity of the Board of the Company.

Stakeholders Relationship Committee ("SRC")

The SRC comprises Ms. Ameeta Parpia (Chairperson), Mr. Viren Raheja and Mr. Rajan Gupta as Members.

Risk Management Committee ("RMC")

The RMC comprises Ms. Ameeta Parpia (Chairperson), i Mr. Rajan Gupta and Mr. Ajay Singh as Members.

Business Responsibility Committee ("BRC")

The BRC comprises Mr. Rajan Gupta (Chairman) and i Mr. Viren Raheja as Member.

As required under Regulation 34(2)(f) of SEBI ("LODR"), i your Company has published the Business Responsibility | Report on its website which can be accessed at i https://www.hathwav.com/assets/pdf/Annual Report/ | Business Responsibility Report 2021-22.pdf. |

The details of the dates of the meetings, attendance and | terms of reference of the Committees are disclosed in the Corporate Governance Report, which forms part of i the Annual Report.

21. VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower i Policy. Protected disclosures can be made by a whistle | blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also reviews compliants/issues (if any) raised through Vigil Mechanism or by any Whistle i blower on a quarterly basis.

During the year under review, the Board has updated the i Vigil Mechanism and Whistle Blower Policy which is put | up on the Company''s website and can be accessed at: https://www.hathway.com/assets/pdf/Policies/Vigil%20 i Mechanism%20and%20Whistle-Blower%20Policy.pdf. |

During the year under review, the Company has received i one complaint which was duly investigated and addressed | by the Audit Committee.

22. PARTICULARS OF LOANS GIVEN, | INVESTMENTS MADE, GUARANTEES GIVEN | AND SECURITIES PROVIDED

The Company, being a Company providing Infrastructural facilities, is exempted from the provisions of Section j 186 of the Act relating to loan and guarantee given, and i security provided by the Company.

During the year under review, the Company acquired i remaining stake of 3.64% i.e. 5,488 equity shares @ '' 10 | per Share aggregating to '' 54,880/- from the Joint Venture i partner in its Subsidiary Company - Hathway Kokan i Crystal Cable Network Limited. Post this acquisition, i Hathway Kokan Crystal Cable Network Limited has i become wholly owned subsidiary of the Company.

The Company has made further investment of '' 2,58,40,000/- through Rights issue in Hathway Sonali Om Crystal Cable Private Limited, Subsidiary Company.

23. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Complaint Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith and marked as Annexure V to this Report.

25. ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return is put on the Company''s website and can be accessed at https://www.hathway.com/ assets/pdf/Annual%20Report/Annual%20Return%20 AGM 2022.pdf.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id [e-mail].

The Board of Directors state that no disclosure or reporting

is required in respect of the following matters as there

were no transactions or applicability pertaining to these

matters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) Change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor Education and Protection Fund.

x) Issue of debentures/bonds/warrants/any other convertible securities.

xi) Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or Financial Institution.

xiii) Statement of deviation or variation in connection with preferential issue.

28. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s Executives, Staff and Employees.

---

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the 58^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL AND OPERATION OVERVIEW:

a. financial Highlights:

Your Company''s performance during the year ended 31^st March, 2018 as compared to the previous financial year, is summarized as below:

(Rs, in Crores)

	standalone		Consolidated
particulars	2017-18	2016-17	2017-18	2016-17
Operating & Other Income	556.51	1330.50	1544.36	1368.23
Earnings before interest, depreciation, amortization, exceptional item, share of profit of associates and JVs & taxes	236.98	259.93	345.37	220.56
Finance Cost	78.34	110.30	152.76	110.75
Depreciation & Amortization	97.19	300.76	334.70	305.75
Exceptional Items	(16.21)	3.49	5.34	0.74
Share of profit / (loss) of an associate and joint ventures	-	-	39.13	2.89
Provision for Taxation - Current Tax & Deferred Tax	-	-	0.44	0.34
Net Profit/(Loss)	77.66	(154.62)	(107.86)	(193.45)
Other Comprehensive Income/(Loss)	1.26	0.31	2.65	0.26
total comprehensive Income/(loss)	78.92	(154.31)	(105.21)	(193.19)

During the year under review, the total income of your Company was Rs, 556.51 Crores on a standalone basis and Rs, 1544.36 Crores on a consolidated basis as compared to the previous financial year''s total income of Rs, 1330.50 Crores on a standalone basis and Rs, 1368.23 Crores on a consolidated basis. For the financial year under review, the Company has earned net profit of Rs, 78.92 crores on a standalone basis reflecting a significant growth of 151.00% as against net loss of Rs, 154.31 crores in the previous financial year. During the year under review, the net loss of the Company was Rs, 105.21 crores compared to Rs, 193.19 crores in the previous financial year on a consolidated basis.

As of closing hours of 31^st March 2017, the Company had transferred its Cable Television business through slump sale to its wholly owned subsidiary, Hath way Digital Private Limited. Hence the standalone numbers for the current financial year are not comparable with the standalone numbers of previous financial year.

b. Operational Highlights:

During the year under review, the broadband business has performed exceptionally well. The new upgraded technology DOCSIS 3.1, advent of GPON Fiber to the home, delighting customers with enhanced data limits and efficient customer services have helped your Company reach 5^th position in cable wire line broadband. (Source TRAI - The Indian Telecom Services Performance Indicators - Jan - Mar, 2018)

Your Company has carved out its Cable Television business and transferred it to its wholly owned subsidiary - Hath way Digital Private Limited (f.k.a Hath way Datacom Central Private Limited), through slump sale as of closing hours of March 31, 2017. Hath way Digital Private Limited (HDPL) is now, one of the largest MSO with 7.2 Mn digital subscribers which are spread across pan India. HDPL has made concentrated efforts to accelerate monetization across all the phases.

Y during the year, the focus has been on monetization of Phase III and IV in Cable Television Business and to increase Broadband foot prints through, network expansion in Chennai, Indore and Kolkata.

YTPL Hath way Limited, one of the Joint ventures of your Company, has been successfully listed on BSE Limited and National Stock Exchange of India Limited on 4^th July, 2017. Your Company had offered sale of 7.2 Mn shares in the Initial Public Offer (IPO) and money received from such sale of shares has been used for repayment of debt. Post the IPO, the Company now holds 37.32% in GTPL Hath way Limited.

broadband business:

Yue to constant focus on network expansion, your Company has added 0.8 Mn Home Pass during the year, reaching 5.2 Mn Home Pass at the end of the year under review.

India has around 17.96 Mn wire line broadband subscribers as on 31^st March, 2018 (As per revised definition i.e. a Broadband customer is a customer having minimum speed of 512 kbps). Comparing the trend on year on year basis, the wire line broadband number has declined by 0.28 Mn subscribers (March 2017 18.24 Mn) [Source -TRAI report December 2017]. However, your Company has added 0.16 Mn customers during the year. Customers increasingly prefer wire line broadband as it allows online media consumption and seamless accessibility of data to multiple devices while at home.

As of 31^st March, 2018, your Company has 0.80 Mn broadband subscribers with ARPU of '' 710/. With high quality and high capacity Hybrid Fiber Coaxial (HFC) Network, your Company is well placed to garner a larger share of high speed broadband market.

Your Company is providing services in all 4 metros and all major mini metros with latest addition of ultra-high speed ''GpON FTTH'' technology in South and West regions. Your Company is the first MSO to provide GPON FTTH service to retail customers. GPON FTTH facilitates data speed up to 1 Gbps and the equipment and network is designed to provide data speed up to 1 Gbps without any incremental investment. Your Company currently offers data speed up to 200 Mbps - 500Mbps to premium customers and provides data limit up to 1 Terabytes per customer per month (PCPM).

Y he average download PCPM has now increased to 103 GB / PCPM which clearly shows the consumption pattern shift from the small screen to larger screen.

We continue to upgrade our Docsis 3.0 customers to 3.1 and at the same time GPON FTTH parallel network is being deployed in high potential Docsis home passes. This increases the opportunities to increase market share by offering 200-500 Mbps speed to premium customers.

The customer consumption habits have changed and their experience of watching content has been enhanced in last 3 years due to abundant availability of regional content and content provided by Over The Top (OTT) players such as Netflix, Hotstar, Voot, Zee5, Sun Nxt, Yupp TV etc. This allows your customers to watch media content on the larger screen without compromising on the speed.

Your Company is equipped with technical upgrades that can provide speed up to 1 Gbps with nearly unlimited data access (up to 1024 GB/PCPM) at any point of time without any further investment or increase in cost.

Your National brand ambassador is versatile and popular actor R. Madhavan, he has added star power to drive the broadband business. He is a well-known actor and has been among the early movers in digital phenomenon and we are extremely proud to have him as the face of our brand.

cable television business:

Your company''s footprints through its 100% wholly owned subsidiary i.e. HDPL in DAS III and IV market has now started getting monetized. During the year, in the Phase III and IV market the ARPUs have significantly increased to Rs, 70/- from Rs, 50/- last year and subsequently the Phase IV ARPUs have now reached Rs, 55/- which has resulted in healthy growth in subscription revenue.

Y he Company''s online portal “Hath way Connect” has been implemented in 2/3^rd of our customer base and 55% of payment by LCOs and primary subscribers are now paid online. This creates stability in business and increase in collection efficiency to 98%.

New regulation

With reference to the new regulations i.e. Telecommunication (Broad casting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017 (The Regulations), the Telecommunications

(Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017 (The Tariff Order) and The Telecommunication (Broadcasting and Cable) Services Standards of Quality of Service and Consumer Protection (Addressable Systems) Regulations, 2017 (QOS) brought in by the Sector Regulator-Telecom Regulatory Authority of India and notified on 3^rd March, 2017, which were stayed, have now, post the Order by majority pronounced by the Hon''ble High Court of Madras on 2^nd March, 2018 and 23^rd May, 2018 have been vacated, where it was pending for hearing.

Y he Madras High Court after hearing all parties to the Writ Petition vide its majority view, has rejected the plea of Star India Private Limited and Vijay Television Private Limited and held that the challenge to the Regulation and Tariff Order by the above Broadcasters should fail.

These regulations envisage sweeping changes in the existing model and is expected to benefit all the stakeholders in the value chain (viz) Broadcaster, MSO, LCO and Customer. The proposed regulation is the outcome of several issues arising out of flaws and imbalances in the erstwhile regulatory regime which was skewed in favour of the broadcaster and LCO.

IT & Other initiatives

You serve our growing customer base and taking the lead for future your Company has taken various initiatives on backend IT support.

The Company has tied up with Tata Consultancy Service (TCS) as Implementation Partners to automate various functions/processes and to improve the Quality of services.

To support “Digital India” Flag ship campaign and for customer convenience, your company has promoted the “Go Cashless” options by encouraging online payment options including a tie up with digital wallet platforms to encourage LCOs and the Subscribers to pay online. Due to these initiatives we now receive 70% of our Broadband collections online and 55% of our Cable television business collections online.

The Company is focusing constantly on utilization of technology to automate its processes across functions to achieve cost optimization.

c) consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2017-2018 are prepared in compliance with applicable provisions of

the Companies Act, 2013, Indian Accounting Standards (“Ind AS”) notified u/s 133 of the Companies Act, 2013 and relevant rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)) as prescribed by the Securities and Exchange Board of India.

d) Report on performance of subsidiary companies, associate companies and joint ventures:

A statement containing the performance and financial position of each of the subsidiaries, associates and joint ventures for the financial year ended 31^st March, 2018 is given pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 (including any subsequent amendment thereof) in AOC-1 in Annexure

- I to this report.

Details of Companies/entities which have become or ceased as subsidiary company, associates and joint ventures, during the year under review, are as under:

Name of the Company	Relationship with the Company	Details of changes	Date of change
*GTPL Hath way Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Anjali Cable Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Solanki Cable Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Zigma Vision Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL SK Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Video Badshah Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Broadband Private Limited (f.k.a GTPL Kutch Network Private Limited)	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL City Channel Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL SMC Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Surat Telelink Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Vidarbha Telelink Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Space City Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Vision Services Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Narmada Cyberzone Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Shivshakti Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Link Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL VVC Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Blue Bell Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Parshwa Cable Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Insight Channel Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Kolkata Cable & Broadband Pariseva Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017

Name of the Company	Relationship with the Company	Details of changes	Date of change
GTPL Dahod Television Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Jay Santoshima Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Sorath Telelink Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
Gujarat Telelink East Africa Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Shiv Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL DCPL Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Bansidhar Telelink Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Sharda Cable Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Ahmedabad Cable Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
DL GTPL Cabnet Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL V & S Cable Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Video Vision Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
Vaji Communication Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL KCBPL Broad band Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Junagadh Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Deesha Cable net Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Kaizen Infonet Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Meghana Distributors Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Abhilash Communication Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Chelikam Networks (India) Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
Vizianagar Citi Communications Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL Jay Mataji Network Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
GTPL TV Tiger Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
DL GTPL Broadband Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	04.07.2017
Hath way Patiala Cable Private Limited (f.k.a. Hath way Sukhamrit Cable and Datacom Private Limited)	Subsidiary Company	Ceased to be Subsidiary Company of the Company	31.03.2018

*GTPL Hath way Limited is now an Associate Company.

** During the financial year 2017-18, the investment in equity shares of Hath way Patiala Cable Private Limited (f.k.a. Hath way Sukhamrit Cable and Datacom Private Limited) was classified as investment in Joint Venture. However, the management no longer intends to exercise its influence in operations of Hath way Patiala Cable Private Limited. Accordingly, such interest in Hath way Patiala Cable Private Limited has been reclassified and measured as financial assets in terms of IndAS 109 and hence ceases to be a subsidiary company.

A he financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

e) Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure and development, business overview, financial performance review in broadband business, key growth drivers, opportunities and threats, risks and concerns, internal control systems and its adequacy.

f) Dividend:

A considering the losses incurred during the year under review, your directors have not recommended any dividend for the financial year under review. However, as per Regulation 43A of SEBI (LODR), the Company has formulated Dividend Distribution Policy, which can be accessed through web link http://www. Hath way.com/About/Policies

g) Transfer to reserves:

I n view of losses incurred during the year under review, your Directors have not recommended transfer of any amount to reserves during the financial year under review.

h) Revision of financial statement:

There was no revision of the financial statements for the year under review.

i) Deposits:

A our Company has not accepted any public deposits during the year under review within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

j) Disclosure of Internal Financial Controls:

Your Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. Your Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Your Company uses an enterprise resource planning (ERP) system to record data for accounting and management information purposes and connects to different locations for efficient exchange of information. Your Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, process and operating level standard operating procedures. It has continued its efforts to align all its processes and controls with global best practices.

The entity level policies include code of conduct, whistle blower policy and other polices (like organization structure, insider trading policy, HR policy, Electronic Communication policy and Forex policy). The Company has also prepared Risk Control Matrix (RCM) for each of its pocesses like procure to pay, order to cash, treasury, fixed assets, inventory etc.

The Management Audit Team (MAT) had conducted a review and evaluated the design, adequacy and operating effectiveness of the Internal Financial Controls of the Company. Management testing has been conducted on a sample basis for Revenue ISP, Expenses and payables, Fixed Assets, Inventory, Procure to pay processes, Borrowings, Investments, Leases, Forex Exposure and Hedging, Compliances, Related Party, Consolidation, Retirement Benefit, Finalization, Loans & Advances, Contingent Liability and remedial action has been taken or agreed upon with a finite closure date where control weaknesses were identified. A summary of operating controls covered during the year are as follows:

Sr. No.	Particulars	No.
1	Total controls	1158
2	Controls verified	1103
3	% of coverage	96

During the year, no reportable material weakness in design and effectiveness was observed.

Based on the above, the Management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

k) Particulars of loans, guarantees, investments and securities:

As per Section 186 (11)(a) read with Schedule VI of the Companies Act, 2013, since the Company qualifies to be the Company providing infrastructural facilities, it is exempted from the applicability of Section 186 except for sub-section (1) of section 186 of the Companies Act, 2013. Accordingly, disclosure of details with respect to investment made, loan given, guarantee given and security made during the financial year 2017-18 in terms of Section 186(4) of the Companies Act, 2013 is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Vinayak Aggarwal (DIN: 00007280), shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Directors recommend the same for your approval.

A n accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

A r. Vineet Garg resigned as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f May 15, 2018.

b. DECLARATION BY INDEPENDENT DIRECTORS:

our Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors of the Company met 7 (seven) times during the financial year ended 31^st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

A he dates on which the Board of Directors of the Company met during the financial year under review are as under:

Sr. No.	Date of Meeting
1.	30th May, 2017
2.	21st July, 2017
3.	10th August, 2017
4.	15th September, 2017
5.	2nd November, 2017
6.	22nd December, 2017
7.	12th February, 2018

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

An terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors of the Company hereby confirm that:

a. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for that year;

c. a roper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. t he annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. t roper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

B he Board of Directors have in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Personnel. Annexure-II to this report provides Nomination and Remuneration Policy.

d. AUDIT COMMITTEE:

the scope and terms of reference of the Audit Committee is in accordance with section 177 of the Companies Act, 2013, Audit Charter adopted by the Board of Directors in their meeting held on 11^th February, 2015 and the applicable provisions of SEBI (LODR).

The Audit Committee as on the date of this report comprises of:

Sr. No.	Name of the Member	Designation
1	Mr. Sridhar Gorthi	Chairman
2	Mr. Viren Raheja	Member
3	Mr. Sasha Mirchandani	Member
4	Mr. Devendra Shrotri	Member
5	Ms. Ameeta Parpia	Member

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

e. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Company has Stakeholders'' Relationship Committee of Board of Directors comprising of the following as on the date of this report:

Sr. No.	Name of the Member	Designation
1	Mr. Vinayak Aggarwal	Chairman
2	Mr. Viren Raheja	Member
3	Mr. Rajan Gupta	Member

B he Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

B he Board of Directors of the Company have pursuant to the provisions of Section 178(9) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013, framed “Vigil Mechanism Policy” for directors and employees of the Company. The said policy provides a mechanism which ensures adequate safeguard to employees and directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

B he employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee.

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RISK MANAGEMENT POLICY:

the Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013 and any subsequent amendment thereof, the Board of Directors have constituted Corporate Social Responsibility (CSR) Committee. However, since the Company has no profits in the immediately preceding

3 (three) financial years, no amount was required to be spent for corporate social responsibility activities. However, the Company voluntarily spends on various social causes. The CSR Policy of the Company is available on the Company''s website and can be accessed in the link provided herein below: http://www.Hath way.com/assets/InvFile/HCDL CSR Policy.pdf

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

B he performance of the Board of Directors and its Committees, Individual Directors and Chairman was evaluated and the same was recorded as satisfactory. The manner of performance evaluation was carried as set out in Nomination and Remuneration Policy.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION AMENDMENT RULES, 2016:

B he ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in

Annexure - III.

k. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

B he Board of Directors of the Company have complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

4. AUDITORS AND REPORTS

B he matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH, 2018:

The report of Statutory Auditors on accounts for the year ended 31^st March, 2018 forms part of the financial statement. The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board of Directors under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2017-18.

secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2017-18 forms part to this report and the same is attached as Annexure - IV. The said report does not contain any qualification, reservation or adverse remark and therefore do not call for any further explanation or comments from the Board of Directors under Section 134(3) of the Companies Act, 2013.

c. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 28^th May, 2018, appointed M/s. Ashok Agarwal & Co, Cost Accountants, as the Cost Auditors of the Company for the financial year 201819. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM would not be exceeding '' 5,75,000/-(Rupees Five Lakh Seventy Five Thousand only) plus reimbursement of out of pocket expenses plus applicable taxes, if any. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

5. OTHER DISCLOSURES

A) OTHER DISCLOSURES AS PER PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 ARE FURNISHED AS UNDER:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)

(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92(3) of the Companies Act, 2013 is attached as Annexure -V which forms part of this Report.

b. A ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

B he particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - VI which forms part of this Report.

c. RELATED PARTY TRANSACTIONS:

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and any amendment thereof, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Regulation 34(3) and 53(f) and Schedule V of SEBI (LODR). During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the applicable provisions of Companies Act, 2013 and SEBI (LODR).

* Includes provident fund of Rs, 665,520/-

d. A ORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Particulars	Rajan Gupta
All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the directors (Applicable only in case of Managing Director)	Rs, 21,916,092*
Details of fixed component and performance linked incentives along with the performance	Fixed: Rs, 19,853,092*
criteria	Variable: Rs, 2,063,000
Service contracts, notice period, severance fees	-
Stock option details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable	-

B) BUSINESS RESPONSIBILITY REPORT

As stated under Regulation 34(2)(f) of SEBI (LODR), since the Company falls under top 500 listed entities based on market capitalisation, as on 31^st March, 2018, your Company is required to prepare the Business Responsibility Report covering key principles on areas like environment, social, governance, stakeholders'' relationships etc. and should form part of the Annual Report. As per SEBI''s Press Release No. 283/2015, the Business Responsibility Report can be given on the website of the Company, as a green initiative and a website link for the same can be given in Annual Report.

I n accordance with the aforesaid, your Company has published the Business Responsibility Report on its website which can be accessed through web link http://www.Hath way.com/About/AnnualReport

6. GENERAL:

Aour Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of sweat equity shares to employees of the Company as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Issue of equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

5. Instances of exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

6. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. A assess filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. B here were no frauds reported by the auditor of the Company pursuant to sub-section 12 of section 143 of the Companies Act, 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Aour Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions, Regulatory bodies and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Rajan Gupta Vinayak Aggarwal

Place : Mumbai Managing Director Director

Date : 28^th May, 2018 DIN 07603128 DIN 00007280

Registered Office

Rahejas, 4^th Floor, Corner of Main Avenue & V. P. Road,

Santacruz West, Mumbai 400054

CIN: L64204MH1959PLC011421

Tel No. 022-26001306 Fax No. 022-26001307

Mail: info@Hath way.net

website: www.Hath way.com

---

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 57th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2017.

1. FINANCIAL & OPERATION OVERVIEW:

a. Financial Highlights:

Your Company’s performance during the year ended 31st March, 2017 as compared to the previous financial year, is summarized as below:

(Rs. in Crores)

Particulars	Standalone		Consolidated*
	2016-17	2015-16	2016-17	2015-16
Operating & Other Income	1,330.50	1,120.86	1,368.23	1,155.03
Earnings before interest, depreciation, amortization, exceptional item, share of profit of associates and JVs & taxes	260.45	191.99	221.07	139.11
Finance Cost	110.30	89.49	110.75	89.84
Depreciation & Amortization	300.76	254.49	305.75	258.86
Exceptional Items	3.49	36.35	0.74	17.37
Share of profit / (loss) of an associate and joint ventures	-	-	2.89	(11.01)
Provision for Taxation - MAT Credit, Current Tax, Deferred Tax & (Excess)/Short provision for taxation in earlier years	-	-	0.34	0.29
Net Profit/(Loss)	(154.11)	(188.33)	(192.94)	(237.69)
Other Comprehensive Income/(Loss)	0.31	(2.75)	0.26	(2.83)
Total Comprehensive Income/(Loss)	(153.80)	(191.08)	(192.68)	(240.51)

* Financials for FY 2017 and FY 2016 have been prepared in compliance with applicable provisions of Indian Accounting Standards (“IND AS”) notified u/s 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Please refer Notes to Consolidated Financial Statements - 4.23 (Note 12 : Subsidiaries consolidated under previous GAAP classified as Joint Venture under IND AS).

During the year under review, the total income of your Company was Rs.1,330.50 Crores on a standalone basis and Rs.1,368.23 Crores on a consolidated basis as compared to the previous financial year’s total income of Rs.1,120.86 Crores on a standalone basis and Rs.1,155.03 Crores on a consolidated basis. The net loss for the year under review, after taxation and exceptional items, stood at Rs.153.80 Crores on a standalone basis and Rs.192.68 Crores on a consolidated basis.

b. Operational Highlights:

Being in the leadership position amongst the MSO space, your Company has made tremendous efforts to complete digitization of its universe and expand into new territories. Currently, the Company has digitised 94% of its cable TV universe and target to achieve complete digitization by the next fiscal.

During the year under review, the broadband business has continued to perform exceptionally well. With the upgradation of technology from DOCSIS 3.0 to DOCSIS 3.1 and advent of GPON Fiber to the home, the broadband business will constantly spearhead innovation thereby delighting the customers with enhanced data limits and efficient customer service.

Your Company’s presence in cable TV services has expanded to over 525 cities and towns, whereas broadband services are available in 29 locations across India, with Chennai, Indore and Kolkata being the latest additions this year. During the fiscal year under review, your Company decided to carve out the cable TV business and transfer it to a wholly owned subsidiary - Hathway Digital Private Limited (f.k.a Hathway Datacom Central Private Limited), through slump sale. The rationale behind such a path breaking move is to ensure focused attention to each division of the Company along with creation of independent investment structures for future fund raising.

(i) CABLE TV BUSINESS:

DAS III and IV

During the year, the Company has significantly expanded its presence in DAS III and IV markets by growing its active base predominantly in Karnataka, West Bengal and Odisha. The mandated sunset date for analogue signals in DAS III market was 31st January, 2017 and in DAS IV was 31st March, 2017. Subsequent to analogue switch off date, the Company has begun a gradual implementation of “Hathway Connect” in Phase III and Phase IV markets.

New regulation

During the year, the regulator TRAI notified a new set of regulations to govern the industry. However, pursant to the challenge to these regulations by Star India Private Limited and Vijay Telivision Private Limited, the same are currently stayed. The proposed regulation envisages sweeping changes in the existing model and is expected to benefit all the stakeholders in the value chain (viz) Broadcaster, MSO, LCO and Customer. The proposed regulation is the outcome of several issues arising out of flaws and imbalances in the erstwhile regulatory regime which was skewed in favour of the broadcaster and LCO.

Value Added Services

The Company in its pursuit of enhancing customer delight, launched a slew of 8 unique advertisement-free services spanning across several niche genres of content, branded as “Hathway Special”. It was a first of its kind initiative in Cable and elevated the positioning of your Company on par with leading DTH service providers in the country.

Your Company also launched a dedicated barker channel called “My Hathway” to promote various offering - HD, PVR, tiered packaging, VAS, inhouse channels.

Your Company launched 4 new in-house channels and also undertook a brand refresh of all the inhouse channels by changing the logo and packaging elements to bring them on par with satellite channels.

IT & Other initiatives

The Company encouraged its customers to “Go Cashless” by introducing several online payment options including tie up with digital wallet platforms in line with the PM’s flagship “Digital India” campaign

The Company also commenced digital sign off of Interconnect agreements with LCOs through “Hathway Connect”.

The Company is focusing constantly on utilization of technology to automate Company’s process to achieve cost optimization.

(ii) BROADBAND BUSINESS:

Constant focus on network expansion, your Company has added 1.2 Mn Home Pass during the year, resulting in 5.4 Mn Home Pass at the end of the year under review. This makes us the largest MSO providing such services in the country.

India has around 18.24 Mn wireline broadband subscribers as on 31st March, 2017 (As per revised definition i.e. a customer having minimum speed of 512 kbps). Comparing the trend on year on year basis, the wireline broadband number has increased by 1.26 Mn subscribers (FY16: 16.98 Mn) [Source -TRAI report March 2017]. Your Company has added 0.27 Mn customers during the year. Consumers increasingly prefer wireline broadband as it allows online media consumption and seemless accessibility of data to multiple devices while at home.

As of 31st March, 2017, your Company has over 0.89 Mn broadband subscribers with the ARPU of Rs.654/-, which makes us the largest MSO in the country having highest number of broadband subscribers. With a high quality and high capacity Hybrid Fiber Coaxial (HFC) Network, your Company is well placed to garner a larger share of the growing broadband market.

During the last year, your Company has added new markets such as Kolkata, Indore and latest being Chennai. Now your Company is providing services in all 4 metro and all major mini metros. Your Company has introduced ultra-high speed ‘GPON FTTH’ technology at Chennai. Your Company is the first MSO to provide GPON FTTH service to retail consumers.

GPON FTTH facilitates data speed up to 1 Gbps. Your Company has deployed equipment and network is designed to provide data speed upto 1 Gbps without any incremental investment. In Chennai, your Company offers data speed up to 200 Mbps and data limit upto 1 TB per consumer per month (PCPM). This clearly shows the Company is ready with technical upgrades to give the services up to 1 Gbps speed with nearly unlimited data access (upto 1024 GB PCPM) at any point of time without any further investment and increase in cost.

During the last 3 year expansion of availability of online media in vernacular language at reasonable cost and reduction in cost of devices, there has been a shift in the consumers’ data consumption pattern. Youth of the country have started consuming more and more media online and this has fueled the demand for high speed access of data. There has been a rapid increase in consumption of data. In last 12 months it has more than doubled from 30 GB PCPM to 70 GB PCPM. Your Company is focusing on increasing reach of its GPON FTTH technology to existing markets first. This will help your Company to meet the change in data consumption habits thereby enhancing customer delight and offering better value for money.

Your Company has roped in versatile and popular actor R. Madhavan as the national brand ambassador, adding star power to drive the broadband business. It is a well-known fact that actor R. Madhavan has been among the early movers in tapping into the digital phenomenon and we are extremely proud to have him as the face of the brand. His huge popularity, pan-India acceptance, and charismatic personality as the youth icon, will help us increase our customer footprint across India. Your Company proudly welcomes the actor into the Hathway family.

c) Consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2016-2017 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (“Ind AS”) notified u/s 133 of the Companies Act, 2013 and relevant rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI(LODR)) as prescribed by the Securities and Exchange Board of India.

d) Report on performance of subsidiaries, associates and joint venture Companies:

A statement containing the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2017 is given pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014 in AOC-1 in Annexure - I to this report.

Name of the Company	Relationship with the Company	Details of changes	Date of change
Hathway Universal Cabletel and Datacom Private Limited	Wholly Owned Subsidiary Company	Ceased to be Wholly Owned Subsidiary Company of the Company	17.03.2017
Hathway Rajesh Multi Channel Private Limited	Subsidiary Company	Ceased to be Subsidiary Company of the Company	16.03.2017
Hathway Universal VCN Cable Network LLP	Limited Liability Partnership	Hathway Universal Cabletel and Datacom Private Limited, a wholly owned subsidiary of the Company ceases to be a designated partner in Hathway Universal VCN Cable Network LLP	Note 1

Note 1 - Hathway Universal Cabletel and Datacom Private Limited ceased to be a designated partner vide MOU dated 21st October 2016, while the retirement deed was executed on 4th January 2017.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

e) Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure and development, business overview, financial performance review in cable television business and broadband business, key growth drivers, opportunities and threats, risks and concerns, internal control systems and its adequacy.

f) Dividend:

Considering the losses incurred during the year under review, your directors have not recommended any dividend for the financial year under review. However, as per Regulation 43A of SEBI (LODR), since the Company falls under top five hundred listed entities as on March 31, 2017, the Company has formulated Dividend Distribution Policy, which can be assessed through web link http://www. hathway.com/About/Policies.

g) Transfer to reserves:

In view of losses incurred during the year under review, your Directors have not recommended transfer of any amount to reserves during the financial year under review.

h) Revision of financial statement:

There was no revision of the financial statements for the year under review.

i) Deposits:

Your Company has not accepted any public deposits during the year under review within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

j) Disclosures under section 134(3)(l) of the Companies Act, 2013:

The Company transferred its cable TV business via Slump sale to Hathway Digital Private Limited (f.k.a Hathway Datacom Central Private Limited), a wholly owned subsidiary company of the Company effective close of business hours as of 31st March 2017.

k) Disclosure of Internal Financial Controls:

Your Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. Your Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Your Company uses an enterprise resource planning (ERP) system to record data for accounting and management information purposes and connects to different locations for efficient exchange of information. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, process and operating level standard operating procedures. It has continued its efforts to align all its processes and controls with global best practices.

The entity level policies include code of conduct, whistle blower policy and other polices (like organization structure, insider trading policy, HR policy, Electronic Communication policy and Forex policy). The Company has also prepared Risk Control Matrix (RCM) for each of its processes like procure to pay, order to cash, treasury, fixed assets, inventory etc.

The Management Audit Team (MAT) had conducted a review and evaluated the design, adequacy and operating effectiveness of the Internal Financial Controls of the Company. Management testing has been conducted on a sample basis for Revenue ISP, Revenue Cable TV, Expenses & payables, Fixed Assets, Inventory, Procure to pay processes, Borrowings, Investments, Leases, Forex Exposure and Hedging, Compliances, Related Party, Consolidation, Retirement Benefit, Finalisation, Loans & Advances, Contingent Liability and remedial action has been taken or agreed upon with a finite closure date where control weaknesses were identified. A summary of operating controls covered during the year are as follows:

Sr. No.	Particulars	No.
1	Total controls	1066
2	Controls verified	1006
3	% of coverage	94%

During the year, no reportable material weakness in design and effectiveness was observed.

Based on the above, the Management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

j) Particulars of loans, guarantees, investments and securities:

As per Section 186 (11)(a) read with Schedule VI of the Companies Act, 2013, since the Company qualifies to be the Company providing infrastructural facilities, it is exempted from the applicability of Section 186 except for sub-section (1) of section 186 of the Companies Act, 2013. Accordingly, disclosure of details with respect to investment made, loan given, guarantee given and security made during the financial year 2016-17 in terms of Section 186(4) of the Companies Act, 2013 is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Biswajit Subramanian (DIN:00905348), Director of the Company resigned from the Board w.e.f March 2, 2017.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Raheja (DIN: 00288397) and Mr. Viren Raheja (DIN: 00037592), shall retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. Your Directors recommend the same for your approval.

Mr. Rajan Gupta was appointed as an Additional Director and also Managing Director of the Company w.e.f. 25th November, 2016. As per Section 161 of the Companies Act, 2013, an Additional Director holds office upto the date of next AGM. Accordingly, the Company has received notice u/s 160 of the Companies Act, 2013 along with the requisite deposit from a shareholder proposing the candidature of Mr. Rajan Gupta, for the office of Director of the Company. His appointment and remuneration payable to him were approved by the shareholders through postal ballot on 13th January 2017.

b. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 7 times during the financial year ended 31st March, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under review are as under:

Sr. No.	Date of Meeting
1.	26th May, 2016
2.	17th August, 2016
3.	31st August, 2016
4.	25th November, 2016
5.	12th January, 2017
6.	8th February, 2017
7.	24th March, 2017

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2017, the Board of Directors hereby confirm that:

a. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Personnel. Annexure-II to this report provides Nomination and Remuneration Policy.

d. AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee are in accordance with section 177 of the Companies Act, 2013, Audit Charter adopted by the Board of Directors in their meeting held on 11th February, 2015 and the applicable provisions of SEBI (LODR).

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

e. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Company has Stakeholders’ Relationship Committee of Board of Directors. Owing to resignation of Mr. Jagdishkumar G. Pillai as Managing Director and Chief Executive Officer from the Board of Directors of the Company, the Committee was reconstituted as below:

Sr. No.	Name of the Member	Designation
1	Mr. Vinayak Aggarwal	Chairman
2	Mr. Viren Raheja	Member
3	Mr. Rajan Gupta	Member

The Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of Company have pursuant to the provisions of Section 178(9) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013, framed “Vigil Mechanism Policy” for directors and employees of the Company. The said policy provides a mechanism which ensures adequate safeguard to employees and directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/ option to report their concern/ grievance to the Chairman of the Audit Committee.

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013 and any subsequent amendment thereof, the Board of Directors have constituted Corporate Social Responsibility (CSR) Committee. However, since the Company has no profits in the preceding 3 financial years, no amount was required to be spent for corporate social responsibility activities. Hence, the Company has not undertaken any CSR initiatives during the year under review. The CSR Policy of the Company is available on the Company’s website and can be accessed in the link provided herein below: http://www.hathway.com/assets/InvFile/HCDL_CSR_Policy.pdf

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The performance of the Board of Directors and its Committees, Individual Directors and Chairman was evaluated and the same was recorded as satisfactory. The manner of performance evaluation was carried as set out in Nomination and Remuneration Policy.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) AMENDMENT RULES, 2016:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in Annexure - III.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2017:

The report of Statutory Auditors on accounts for the year ended 31st March, 2017 forms part of the financial statement. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2017 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board of Directors under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2017:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part to this report and the same is attached as Annexure - IV. The said report does not contain any qualification, reservation or adverse remark and therefore do not call for any further explanation or comments from the Board of Directors under Section 134(3) of the Companies Act, 2013.

c. APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia & Co, Chartered Accountants, Mumbai have completed their tenure of 3 years as Statutory Auditors of the Company. Hence, the Board of Directors at their Meeting held on 30th May, 2017 proposed appointment of M/s. Nayan Parikh & Co, Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 years. However, their appointment as Statutory Auditors of the Company shall be required to be approved by the members at the ensuing AGM. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 30th May, 2017, appointed M/s. Ashok Agarwal & Co, Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-2018. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM would not be exceeding Rs.5,75,000/- (Rupees Five Lakh Seventy Five Thousand only) plus reimbursement of out of pocket expenses, plus applicable taxes if any. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

5. OTHER DISCLOSURES

A) OTHER DISCLOSURES AS PER PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 ARE FURNISHED AS UNDER:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure -V which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - VI which forms part of this Report.

c. RELATED PARTY TRANSACTIONS:

During the financial year 2016-17, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and any amendment thereof, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 34(3) and 53(f) and Schedule V of SEBI (LODR). During the financial year 2016-17, there were no transactions with related parties which qualify as material transactions under the applicable provisions of the Companies Act, 2013 and SEBI (LODR).

d. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Particulars	Rajan Gupta* (from 25.11.2016 to 31.03.2017)	Jagdishkumar G. Pillai** (from 01.04.2016 to 25.11.2016)
All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors (Applicable only in case of Managing Director)	7,289,449	16,120,094
Details of fixed component and performance linked incentives along with the performance criteria	Fixed: 7,289,449 Variable: NIL	Fixed:14,120,094 Variable: 2,000,000
Service contracts, notice period, severance fees	-	-
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable

*Appointed as Managing Director of the Company w.e.f 25th November, 2016.

**Resigned as Managing Director and CEO w.e.f 25th November, 2016

B) BUSINESS RESPONSIBILITY REPORT

As stated under Regulation 34(2)(f) of SEBI (LODR), since the Company falls under top 500 listed entities based on market capitalization as on 31st March, 2017, Business Responsibility Report needs to be prepared covering key principles on areas like environment, social, governance, stakeholders’ relationships etc. and should form part of the Annual Report. However, SEBI vide its Press Release No. 283/2015 declared that as a green initiative, the Business Responsibility Report can be given on the website of the Company providing website link for the same in Annual Report.

In accordance with the aforesaid, the Company has published the Business Responsibility Report on its website and can be accessed through web link http://www.hathway.com/About/AnnualReport

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of sweat equity shares to employees of the Company as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Issue of equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

5. Instances of exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

6. Payment of remuneration or commission from any of its Holding or subsidiary Companies to the Managing Director or the Whole-time Directors of the Company.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

8. Cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There were no frauds reported by the auditor of the Company pursuant to sub-section 12 of section 143 of the Companies Act, 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Regulatory bodies and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Rajan Gupta Vinayak Aggarwal

Managing Director Director

DIN 07603128 DIN 00007280

Place: Mumbai

Date: 30th May, 2017

Registered Office

Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road,

Santacruz West, Mumbai - 400054

CIN: L64204MH1959PLC011421

Tel No. 022-26001306 Fax No. 022-26001307

Mail: [e-mail] website: www.hathway.com

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 56th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.

1. FINANCIAL & OPERATION OVERVIEW:

a. Financial Highlights:

Your Company''s performance during the year ended 31st March, 2016 as compared to the previous financial year, is summarized as below:

(Rs. In Crores)

Consolidated Standalone

Particulars 2015-16 2014-15 Growth (%) 2015-16 2014-15 Growth (%)

Operating & Other Income 2,105.13 1,858.74 13.26 1,193.30 1,038.10 14.95

Earnings before interest, 412.19 287.07 43.59 210.95 153.95 37.03 depreciation, amortization & taxes

Finance Cost 137.49 153.50 (10.43) 90.76 105.76 (14.18)

Depreciation & Amortization 373.20 323.83 15.25 248.07 222.88 11.30

Impairment of Tangible / Intangible 6.42 4.10 56.59 6.42 4.09 56.97 Assets

Goodwill on consolidation written off - 3.77 (100.00) - - -

Prior Period Expenses (Net) 1.70 (0.92)(284.78) 0.69 0.27 155.56

Exceptional Items 3.75 (50.65)(107.40) 36.35 (3.84)(1046.61)

Amount transferred on change in stake 18.40 7.62 141.47 - - - in Subsidiaries/ Joint Ventures

Minority Interest (29.84) (13.94) 114.06 - - -

Profit/(Loss) Share of Associates 1.12 0.40 180.00 - - -

Excess/Short provision for taxation (1.99) 0.93 2.92 - - - in earlier years

Provision for Taxation - MAT 42.43 27.04 56.92 - - - Credit, Current Tax, Deferred Tax & (Excess)/Short provision for taxation in earlier years

Net Profit/(Loss) (163.13) (180.45) 9.60 (171.34) (175.22) 2.21

During the year under review, the total income of your Company was Rs. 1,193.30 Crores on a standalone basis and Rs. 2,105.13 Crores on a consolidated basis as compared to the previous financial year''s total income of Rs. 1,038.10 Crores on a standalone basis and Rs. 1,858.74 Crores on a consolidated basis. The net loss for the year under review, after taxation and exceptional items, stood at Rs. 171.34 Crores on a standalone basis and Rs. 163.13 Crores on a consolidated basis.

b. Operational Highlights:

Your Company has now reached over 10.6 million digital subscribers out of which 2.2 million subscribers digitized during current financial year. As a result, 87% of universe is digitalized and now the Company is one of the leading Multi System Operator (MSO) with highest digital subscribers in India.

Your Company offers cable television services across 200 cities and towns servicing through 23 digital headend. To promote advertisements aired on cable channels, your Company introduced 4 new cable channels namely DJAY, Lamhe, Home Theatre & Marathi Talkies. Your Company also has more than 20 local cable channels including Music channel, Hathway CCC, Hathway Shoppe, H-tube, Hathway Life, Hathway Movies and Hathway Entertainment etc.

Your Company holds a pan India Internet Service Provider (ISP) license and is the first cable television service provider to offer broadband internet services. It has its presence in 22 cities across India with around 3.3 million two-way broadband enabled homes passed and 0.627 million broadband customers as on 31st March, 2016. This makes your company India''s largest & leading cable broadband services provider.

Your Company has won several awards in the past year including "Most Outstanding National MSO for implementation of DAS" award by the BCS Ratna Awards 2016.

(i) CABLE TV BUSINESS: DAS III

The Company has digitized 2.2 million customers in DAS III area in current financial year and now your company has 4 million digital subscribers in DAS III markets. During the year, Company has expanded the foot print in Sikkim, West Bengal, Karnataka, Madhya Pradesh and Maharashtra.

ROBUST BACKEND, BILLING & IT SYSTEM

During the year, your Company has launched robust Billing & IT System, which enabled to launch prepaid payment method for Company''s direct subscribers. Your Company has also launched self-care portal on web, android and IOS platform. These initiatives have enhanced customer''s experience and have provided them liberty to manage their connection efficiently. This also yielded a significant improvement in efficiency including higher collections per subscriber and has enhanced manpower productivity, this freed up significant manpower to be re-deployed in revenue enhancement initiatives.

Your Company has recently implemented an online portal for the Local Cable Operator (LCOs); christened "Hathway Connect", which provide complete transparency to LCO about his customers and would facilitate managing its business efficiently and independently. This LCO portal is an extension of Hathway''s backend system which supports LCO to service customer in real time, comply with Quality of Service guidelines, generate bills, receipts and reports etc.

LCO portal support automated pre-defined messages to customer to remind for payments, offers, schemes, greetings and also support dunning. This LCO portal supports packed wise share to be paid. LCO portal has also enabled making online payment through net banking, credit cards, debit cards, cash card and mobile wallets.

NEW PACKAGING

Your Company has introduced simplified package structure whereby customer can customize pack by choosing from the 6 Genre Add ons and 7 Regional Language Add ons packs with base FTA pack. The packaging is a first of its kind initiative for Cable Customers. To simplify selection of package, there are only 2 pre-customized packs for the customers. New packaging will not only help consumers to opt channel of their choice, but it will also help company to enhance its revenues. Your company has also increased High Definition (HD) channels to approximately 50 Channels in the all major cities.

(ii) BROADBAND BUSINESS:

The broadband reach of your Company is about 3.3 million homes where it can offer our services. This makes us the largest MSO providing such services in the country. Your Company is a Category-A ISP and it covers both retail and corporate segments. Apart from continuous expansion in Delhi, Bangalore and Hyderabad, your company has also expanded footprint in Indore and Kolkata for offering high speed broadband services.

India has around 19.98 million wireline broadband subscribers as on 31st December, 2016 (As per revised definition i.e. a customer having minimum speed of 512 kbps). Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 106 million CATV homes.

As of 31st March, 2016, your Company has over 0.63 million broadband subscribers with the ARPU of Rs. 670/-, which makes us the largest MSO in the country having highest number of broadband subscribers with an all India rank of being the 5th largest ISP Company in the country. With a high quality and high capacity HFC Network, your Company is well placed to garner a larger share of the growing broadband market. Your Company successfully implemented DOCSIS 3.0 high speed broadband service in many cities for broadband business and has received a good response to the same across Mumbai, Bangalore, Pune, Hyderabad and Delhi. At present, we are providing 50 Mbps speed to our DOCSIS 3.0 customers and we are further augmenting our network to provide 100 MBPS speed in future.

Your Company has also launched GPON Fibre to home services in Kolkata with ZTE as technology partner. Using this latest technology, your Company has built capability for providing up to 1 GBPS speed on mass scale. We will be gradually implementing this technology for premium consumers in other markets also.

Your company has also upgraded subscriber management system to QPS. This is latest and one of the best available global technology from CISCO. This also makes your Company''s business model more sustainable and gives all of you healthy return of income. Your company has also renewed association with international Lawn Tennis player Ms. Sania Mirza as brand ambassador to ensure that there is further improvement of customer perception about our services.

c) Consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2015-2016 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by the Securities and Exchange Board of India (SEBI).

d) Report on performance of subsidiaries, associates and joint venture Companies:

A statement containing the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2016 is given pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014 in AOC-1 in Annexure-I to this report.

Details of Companies/entities which have become or ceased as subsidiary company, associates and joint ventures, during the year under review, are as under:

Name of the Company Relationship with the Company Details of changes Date of change

GTPL KCBPL Broad Band Subsidiary Company Became subsidiary of GTPL 14.03.2015 Pvt. Ltd. Hathway Private Limited

GTPL Junagadh Network Subsidiary Company Became subsidiary of GTPL 15.03.2016 Pvt Ltd Hathway Private Limited

GTPL Deesha Cable Net Subsidiary Company Became subsidiary of GTPL 17.09.2015 Pvt Ltd Hathway Private Limited

GTPL Kaizen Infonet Pvt. Wholly Owned Subsidiary Acquired 100% shares 01.04.2015 Ltd Company

GTPL Meghana Distributors Wholly Owned Subsidiary Acquired 100% shares 17.11.2015 Pvt. Ltd. Company

GTPL Abhilash Subsidiary Company Became subsidiary of GTPL 15.06.2015 Communication Pvt. Ltd. Hathway Private Limited

GTPL Chelikam Networks Subsidiary Company Became subsidiary of GTPL 23.05.2015 (India) Pvt. Ltd. Hathway Private Limited

Vizianagar Citi Subsidiary Company Became subsidiary of GTPL 01.11.2015 Communications P. Ltd. Hathway Private Limited

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

e) Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry overview, business overview, performance review in Cable television business and broadband business, key growth drivers, Opportunities and threats, risks and concerns, internal control systems and its adequacy and Human Resource.

f) Dividend:

Considering the losses incurred during the year under review, your Directors have not recommended any dividend for the financial year under review.

g) Transfer to reserves:

In view of losses incurred during the year under review, your Directors have not recommended transfer of any amount to reserves during the financial year under review.

h) Revision of financial statement:

There was no revision of the financial statements for the year under review.

i) Deposits:

Your Company has not accepted any public deposits during the year under review within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

h) Disclosures under section 134(3)(l) of the Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

i) Disclosure of Internal Financial controls:

The Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. It uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices.

In continuation of Company''s plan for implementation of internal financial control during Phase II, the management had appointed an external consultant and formed an Internal Team to document and evaluate the design, adequacy and operating effectiveness of the Internal Financial Controls of the Company. Entity Level Control framework document has been documented. The documentation of process maps and key controls has been completed for all material operating processes. Further, during financial year 2015- 16, management testing has been conducted on a sample basis for all key processes and remedial action has been taken or agreed upon with a finite closure date where control weaknesses were identified. The Management Audit Team (MAT) has also conducted a review of the Internal Financial Controls and remedial action has been taken or agreed upon with a finite closure date where in control weaknesses were identified.

There is no material financial controls related observations outstanding as at March 31, 2016.

Based on the above, the management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

j) Particulars of loans, guarantees, investments and securities:

The Company being engaged in the business of providing infrastructure facilities, the provisions of Section 186 of the Companies Act, 2013 are not applicable and accordingly, disclosure of details with respect to investment made, loan given, guarantee given and security made during the Financial Year 2015-16 in terms of Section 186(4) of the Act is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Brahmal Vasudevan (DIN 00242016), Independent Director of the Company resigned from the Board w.e.f January 13, 2016.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rajan Raheja (DIN: 00037480), shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend the same for your approval.

Mr. Ganapathy Subramaniam resigned from the Board as Chief Financial Officer w.e.f 12th February, 2016 and Mr. Vineet Garg succeeded him as Chief Financial Officer with immediate effect i.e. w.e.f 12th February, 2016.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis- a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

A. BOARD MEETINGS:

The Board of Directors met 6 times during the financial year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under review are as under:

Sr. No. Date of the Board Meeting

1 29th May, 2015

2 11th August, 2015

3 15th October, 2015

4 6th November, 2015

5 26th November, 2015

6 12th February, 2016

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2016, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. NOMINATION AND REMUNERATION COMMITTEE:

Consequent upon resignation of Mr. Brahmal Vasudevan from the Board w.e.f 13th January, 2016, the Nomination and Remuneration Committee was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the Reconstituted committee is as under:

Sr. No. Name of the Member Designation

1 Mr. Sasha Mirchandani Chairman

2 Mr. Viren Raheja Member 3 Mr. Akshay Raheja Member

4 Mr. Sridhar Gorthi Member

5 Mr. Devendra Shrotri Member

The Board of Directorshas in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. AUDIT COMMITTEE:

Consequent upon resignation of Mr. Brahmal Vasudevan from the Board w.e.f 13th January, 2016, the Audit Committee was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Reconstituted Audit Committee comprises of:

Sr. No. Name of the Member Designation

1 Mr. Sridhar Gorthi Chairman

2 Mr. Viren Raheja Member

3 Mr. Sasha Mirchandani Member

4 Mr. Devendra Shrotri Member

5 Ms. Ameeta Parpia Member

The scope and terms of reference of the Audit Committee are in accordance with section 177 of the Companies Act, 2013, Audit Charter adopted by the Board of Directors in their meeting held on 11th February, 2015 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has reconstituted the Stakeholder''s Relationship Committee, comprising of:

Sr. No. Name of the Member Designation

1 Mr. Vinayak Aggarwal Chairman

2 Mr. Viren Raheja Member

3 Mr. Jagdishkumar G. Pillai Member

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Companies Act, 2013read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and any amendment thereof, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

Sr. No. Name of the Member Designation

1 Mr. Devendra Shrotri Chairman

2 Mr. Jagdishkumar G. Pillai Member

3 Mr. Vinayak Aggarwal Member

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. Since the Company has no profits in preceding 3 financial years, no amount was required to be spent for corporate social responsibility activities.

The CSR Policy of the Company is available on the Company''s website and can be accessed in the link provided herein below:

http://www.hathway.com/assets/InvFile/HCDL_CSR_ Policy.pdf

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The performance of the Board of Directors and its Committees, individual Directors was evaluated in the meeting of the Board of Directors held on 12th February, 2016 and the same was recorded as satisfactory.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review and Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - II.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2015-16.

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2015-16 forms part to this report and the same is attached as Annexure - III.

In Secretarial Audit Report, M/s. Rathi and Associates quoted the following observation:

Pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not given the prior intimation to the Stock Exchanges(s) for convening the Board Meeting on 12th February, 2016. However, the Company has filed a letter dated 2nd March, 2016 with the stock exchanges requesting for taking a lenient and sympathetic view of the said omission.

In this regard, the Board of Directors would like to state that said intimation was duly prepared and signed by the Company Secretary of the Company. However, the said intimation could not be sent to the exchange due to oversight on the part of the concerned staff. The said omission in sending of the intimation to the exchange was purely unintentional and occurred inadvertently.

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 3 years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 26th May, 2016, appointed M/s. Ashok Agarwal & Co, Cost Accountants, as the Cost Auditors of the Company for the financial year 2016- 2017. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing Annual General Meeting would not be exceeding '' 5,75,000/- (Rupees Five Lakh Seventy Five Thousand only) plus reimbursement of out of pocket expenses, if any. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure - IV which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - V which forms part of this Report.

c. RELATED PARTY TRANSACTIONS:

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and any amendment thereof, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 34(3) and 53(f) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

All elements of remuneration Rs. 227.45 Lacs package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors (Applicable only in case of Managing Director)

Details of fixed component and Rs. 202.45 Lacs performance linked incentives (Fixed) along with the performance criteria

Rs. 25 Lacs

(Variable)

Service contracts, notice period, - severance fees

Stock option details, if any, and - whether the same has been issued at a discount as well as the period over which accrued and over which exercisable

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. I ssue of equity shares with differential rights as to dividend, voting or otherwise as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. I ssue of sweat equity shares to employees of the Company as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Issue of equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

5. Instances of exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

6. Payment of remuneration or commission from any of its Holding or subsidiary Companies to the Managing Director or the Whole-time Directors of the Company.

7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. Cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There were no frauds reported by the Auditor of the Company pursuant to sub-section 12 of Section 143 of the Companies Act, 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Jagdishkumar G. Pillai Vinayak Aggarwal

Managing Director & CEO Director

DIN 00036481 DIN 00007280

Date: 26/05/2016

Place: Mumbai

Registered Office

Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road,

Santacruz West, Mumbai 400054



CIN: L64204MH1959PLC011421

Tel No. 022-26001306 Fax No. 022-26001307

Mail:[e-mail] website: www.hathway.com

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Mar 31, 2014

Dear Members,

We hereby present the Fifty Fourth Annual Report to the Members together with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Crores) Consolidated Standalone

Particulars 2013-14 2012-13 2013-14 2012-13

Operating & Other Income 1,593.75 1,148.19 988.14 667.95

Earnings before interest, depreciation, amortisation & taxes 311.90 289.51 191.28 182.18

Interest 134.51 60.17 92.52 46.14

Depreciation & Amortisation 291.24 162.25 202.29 118.91

Impairment of Tangible / Intangible Assets 8.05 3.81 8.07 3.83

Exceptional Items - 7.93 10.60 9.34

Minority Interest (8.79) 24.94 - -

Prior period expenses/ (income) 2.57 (0.14) 3.05 0.76

(Profit)/Loss Share of Associates 0.01 (0.08) - -

Amount transferred on change in stake in Subsidiaries/Joint Ventures (20.81) (2.97) - -

Excess/Short provision for taxation in earlier years (0.02) 0.07 - -

Provision for Taxation - Current Tax & Deferred Tax 16.25 17.83 - -

Net Profit/(Loss) (111.11) 15.70 (125.25) 3.20

Operational Overview:

During the year under review, the total income of your Company was Rs. 988.14 Crores on a standalone basis and Rs. 1,593.75 Crores on a consolidated basis as compared to the previous financial year''s total income of Rs. 667.95 Crores on a standalone basis and Rs. 1,148.19 Crores on a consolidated basis. The net loss for the year under review, after taxation and exceptional items, stood atRs. 125.25 Crores on a standalone basis and Rs. 111.11 Crores on a consolidated basis.

(i) Cable TV Operations

As per Media Partners Asia (MPA) estimates, CATV Services reaches about 156 Million homes in India and is the primary means for television distribution.

Digitalisation which was mandated by the Cable Television Network Regulation (Amendment) Act, 2011, contemplated a phased roll out of Digital Addressable System (DAS) which commenced in November 2012 and shall be completed by December 2014. Cable TV continued to be the primary means for distributing television services in a predominantly urban landscape and selected DAS and Non-DAS cities.

During the year under review, your Company along with its subsidiaries and joint venture companies rolled out DAS in 38 Phase II cities with effect from April 01, 2013.

Your Company reaches a subscriber universe of nearly 11.5 Million homes as on March 31, 2014. We have a pan India footprint that covers key Hindi speaking markets in the West, North, East and Central India. During the year, your Company further expanded the scope of its operations in West Bengal and Uttar Pradesh.

Our DAS services are supported by 23 digital head-ends and more than 16,000 kilometers of HFC networks. We have also implemented state of the art Conditional Access System (CAS), Oracle Billing and Revenue Management System (OBRM) and partnered with a premier outsourced Customer Care Centre service provider.

The Company is now well positioned to monetise its subscriber base under mandatory digitisation.

(ii) Broadband Services

Our Broadband reach is about 1.8 Million homes where we can offer our services. This makes us the largest Multi System Operator providing such services in the Country. We are a Category -A Internet Service Provider (ISP) and we cover both retail and corporate segments.

India has around 55.20 Million broadband subscribers as on December 31, 2013 (As per revised definition i.e. a customer having minimum speed of 512 kbps). Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 106 Million CATV homes.

As of March 31, 2014, Hathway has over 4 Lacs broadband subscribers, which make us the largest MSO in the country having highest number of Broadband Subscribers, with an all India rank of being the 5th largest ISP Company in the country. With a high quality and high capacity HFC Network, Hathway is well placed to garner a larger share of the growing broadband market. Your Company successfully implemented DOCSIS 3.0 service in many cities for Broadband business and has received a good response to the same especially in

South Mumbai. At present, we are providing 50 Mbps speed to our Docsis 3.0. customers and have the capacity to provide higher speed in future.

Utilisation of IPO Proceeds

During the financial year 2009-10, your Company had successfully completed the Initial Public Offer of shares to the tune of Rs. 666 Crores, including Rs. 186 Crores as Offer for Sale. As regards the utilisation of the IPO proceeds, the Company had obtained members approval vide resolution passed by way of Postal Ballot on June 21, 2011 to authorise the Board of Directors of the Company to decide, alter, vary, revise and finalise the utilisation of IPO proceeds apart from the objects mentioned in the Prospectus. The details of utilisation of issue proceeds to the extent of Rs. 480 Crores as on March 31, 2014 were placed before the members of Audit Committee at the meeting dated May 29, 2014 and the same was taken on record by Board of Directors of the Company.

Dividend

In view of the accumulated losses, your directors express their inability to declare any dividend for the year under review.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

Preferential Allotment

During the year under review there were two tranches of preferential allotments to promoters and foreign investors, pursuant to the provisions of Section 81(1 A) of the Companies Act, 1956 and other applicable legal provisions, including but not limited to Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended (ICDR Regulations).

Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajan Raheja and Mr. Akshay Raheja, Directors would retire by rotation at the ensuing Annual General Meeting. Being eligible, Mr. Rajan Raheja and Mr. Akshay Raheja have offered themselves for reappointment.

Pursuant to provisions of Section 149, Section 150, and Section 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Mr. Brahmal Vasudevan, Mr. Sridhar Gorthi, Mr. Sasha Mirchandani and Mr. Devendra Shrotri are proposed to be appointed as Independent Directors to hold office upto August 4, 2019 and their term of appointment will not be liable to retirement by rotation.

A brief profile of the aforesaid Directors seeking appointment/ reappointment at the ensuing Annual General Meeting forms part of this Directors'' Report.

Personnel

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars are given in the statement which forms part of this report. In terms of provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Plan

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this report.

During the year under review, 29,700 options were exercised by the option holders. The net options outstanding under the Employees Stock Option Plan 2007 (Revised 2010) at the end of the year stood at 1,61,299 after lapse/forfeiture of 74,300 options.

Subsidiaries

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to relevant accounting standards, the Company has presented the Consolidated Financial Statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide the copy of the Annual report and other related information of its subsidiary companies as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the Registered Office of the Company and Registered Offices of the respective Subsidiary Companies during the working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of operations of the Company, your Directors have nothing to state as regards the requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption.

During the year under review, your Company has used foreign exchange amounting to Rs. 312.08 Crores as compared to the last year''s expenditure ofRs. 395.08 Crores.

Your Company has earned Foreign Exchange Income of Rs. 52.49 Crores during the year under review as compared to the last year''s Foreign Exchange Income of Rs. 6.44 Crores.

Directors'' Responsibilities Statement

Your Directors in compliance of Section 217 (2AA) of the Companies Act, 1956 confirm that in the preparation of the annual accounts for the year ended March 31, 2014:

a) the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

b) the Company has selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and the loss of the Company for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company has been prepared on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A report on Corporate Governance along with a certificate from M/s. Rathi & Associates, Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

Cost Auditors

Your Company has appointed Dr. Ashok Kumar Agarwal & Co., Cost Accountant as Cost Auditor under section 148 of the Companies Act, 2013 for Cost Audit for the financial year 2014-2015.

Statutory Auditors

M/s. G. M. KapadiaS Co, Chartered Accountants, the Statutory Auditors, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The retiring Auditors have furnished certificate to the effect that their re-appointment, if made, would be in accordance with the limit prescribed under section 139 and section 141 of the Companies Act, 2013. Your Directors recommend their re-appointment.

Comments on Auditors'' Report

Your auditors have made certain observations in the annexure to their report pertaining to location wise particulars of Access Devices (para (i)(a)) and the need to strengthen frequency and procedure for verification of assets (para (i)(b)). During the year, the Company has put in a new billing system in place which is at an advanced level of implementation wherein the location wise CPE (Customer Premise Equipment) will be tracked. The frequency and procedure of verification of the Distribution equipment is being increased and improved in the current year by our Internal Audit department which will include assets under the control of the local cable operators. Discrepancies have been dealt with in the accounts. However, the same is not expected to have any material impact.

The auditors have also commented on internal controls pertaining to strengthening the internal controls over documentation in certain areas and revenue recognition (para(iv)). In view of the Phase I and II of the digitisation having been implemented within a short interval, the documentation with respect to the agreement with the local cable operators and also identification/registration of the ultimate subscriber is under progress and is expected to be completed in the current year.

Acknowledgements

Your Directors take this opportunity to thank all the shareholders and lenders for their continued support. Your Directors also wish to place on record, the sincere appreciation to all the employees, franchisees, distributors and the vendors for their excellent contribution towards the progress of the Company.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date: May 29, 2014 CHAIRMAN

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Mar 31, 2013

Dear Members,

The hereby present the Fifty Third Annual Report to the Members together with the Audited Statement of Accounts for the Financial Year ended March 31, 2013.

Financial Highlights

(Rs. In Lacs)

Consolidated Standalone Particulars 2012-13 2011-12 2012-13 2011-12

Operating & Other Income 1,14,820 1,02,862 66,795 52,870

Earnings before interest, 28,951 18,417 18,217 10,119 depreciation, amortization & taxes

Interest 6,018 5,199 4,614 4,085

Depreciation & Amortization 16,224 14,088 11,891 10,314

Impairment of Tangible/ 381 340 381 340 Intangible Assets

Exceptional Items 793 1,045 935 436

Minority Interest 2,493 1,021 - -

Prior period adjustments (14) 431 76 111

Profit/(Loss) share of Associates (8) (12) - -

Amount transferred on change (296) (311) - - in stake in Subsidiaries /Joint Ventures

Excess/Short provision for 7 57 - - taxation in earlier years

Provision for Taxation - Current 1,783 1,477 - - Tax & Deferred Tax

Net Profit/(Loss) 1,5701 (4,918) 3201 (5,167)

Operations

During the year under review, the total income of your Company was Rs. 66,795 Lacs on a standalone basis and Rs. 1,14,820 Lacs on a consolidated basis as compared to the previous financial year''s total income of Rs. 52,870 Lacs on a standalone basis and Rs. 1,02,862 Lacs on a consolidated basis. The net profit for the year under review, after taxation and exceptional items, stood at Rs. 320 Lacs on a standalone basis and Rs. 1,570 Lacs on a consolidated basis.

Utilization of IPO Proceeds

During the financial year 2009-10, your Company had successfully completed the Initial Public Offering of shares to the tune of Rs. 666 Crores, including Rs. 186 Crores as Offer for Sale. As regards the utilization of the IPO proceeds the Company had obtained members approval vide Resolution passed by way of Postal Ballot on 21st June, 2011 to authorize the Board of Directors of the Company to decide, alter, vary, revise and finalize the IPO proceeds apart from the objects mentioned in the Prospectus. The details of utilization of issue proceeds to the extent of Rs. 480 Crores as on 31st March, 2013 were placed before the members of Audit Committee at the meeting dated May 29, 2013 and the same also has been taken on record by Board of Directors of the Company.

Dividend

In view of the accumulated losses, your directors express their inability to declare any dividend for the year under review.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act 1956 and the rules made thereunder.

Cable Distribution

Media Partners Asia (MPA) estimates that CATV Services reaches about 8.8 million homes in India and is the primary means for television distribution (source MPA 2013). Currently as estimated Hathway reaches nearly 10.5 million as on March 2013. This Cable TV Paying Universe is expected to grow to over 106 million homes by 2020. Cable will also continue to be the primary means for distributing television services in a predominantly urban landscape. Digitalization that was mandated by the Cable Television Network Regulation (Amendment) Act, 2011, contemplates a phased roll out of Digital Addressable System (DAS) commencing November 2012 to December 2014. Your Company stands to gain as the economics of the Cable Television business is expected to transform consequent to this mandate.

Your Company along with its subsidiary and joint venture companies successfully rolled out DAS in the cities of Mumbai, Delhi and Kolkata. The Second phase was in 38 phase II cities where the implementation of DAS was with effect from 01st April, 2013. Your Company along with its subsidiary and joint venture companies and its subsidiary companies rolled out DAS in 26 cities forming part of its Phase II deadline.

Your Company is expected to reach a subscriber universe exceeding 10.5 million homes by the end of mandatory DAS. We have a pan India footprint that covers key Hindi speaking markets in the West, North, East and Central India. During the year your Company has increased its stake to 100% in Hathway Bhaskar Multinet Private Limited. With this acquisition its presence in Central India (Indore, Bhopal and Jaipur) is considerably strengthened. During the year as a part of Phase II your Company further expanded the scope of its operations in the South (Hyderabad, Bangalore and Mysore). Your Company also established the presence in key Northern cities such as Faridabad.

Our DAS services are supported by 20 digital head-ends and more than 16,000 kilometers of HFC networks. We have also implemented state of the art Conditional Access System (CAS), subscriber management and billing solution and partnered with a premier outsourced customer contact centre service provider. In the past year as required by Telecom Regulatory Authority of India (TRAI) the Company has also filed its tariff plan/packages, entered into contractual arrangements with most broadcasters and kept adequately stocked with STBs to meet the requirements of the market.

The Company is now well positioned to monetize its subscriber base under mandatory digitization.

Broadband Services

Our Broadband service reaches a universe of about 1.5 million homes. This makes us among the larger MSOs providing such services in the country. We are a Category-A Internet Service Provider (ISP) and we cover both retail and corporate segments.

India has around 14.98 million broadband subscribers as on 31st December 2012. Broadband has registered a quarterly growth of 2.02% and a year-on-year growth of 12.22% (Source - TRAI Report, May 2013). Cable modem subscribers'' accounts for only 5.24% that is only 9.6 million internet subscribers. Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 106 million CATV homes.

As of 31st March 2013, Hathway had about 4,16,000 broadband subscribers, with an all India rank of being the 5th largest ISP Company in the country. With a high quality & high capacity network, Hathway is well placed to garner a larger share of the growing broadband market.

Directors

During the period following the date of last year''s report and the date of this report, Mr. Bharat Shah, Chairman and Mr. K. Jayaraman, Managing Director & CEO ceased to be directors of the Company. Your Directors place on record their appreciation on the valuable services rendered by Mr. Bharat Shah and Mr. K. Jayaraman and the guidance received from them.

Mr. Jagdishkumar G. Pillai was appointed as an additional director and also Managing Director & CEO of the Company with effect from 21st December, 2012. The Company has received the notice along with requisite deposit, from a member of the Company pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Jagdishkumar G. Pillai for the office of Director of the Company. He shall continue to assume the office of Managing Director & CEO once appointed as a director of the Company. His appointment and the remuneration payable to him were approved by the shareholders through postal ballot on 25th February 2013.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Vinayak Aggarwal, Mr. Sridhar Gorthi and Mr. Devendra Shrotri, Directors would retire by rotation at the ensuing Annual General Meeting. Being eligible, Mr. Vinayak Aggarwal, Mr. Sridhar Gorthi and Mr. Devendra Shrotri have offered themselves for reappointments.

As required, the requisite details of Directors seeking re- appointment are included in this Annual Report.

Personnel

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars are given in the statement which forms part of this report. In terms of provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Plan

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this report.

During the year under review 3,16,100 options were exercised by the option holders. The net options outstanding under the Employees Stock Option Plan 2007 (Revised 2010) at the end of the year stood at 2,65,299 after lapse/forfeiture of 38,800 options.

Subsidiaries

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to relevant Accounting Standards, the Company has presented the Consolidated Financial Statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide the copy of the Annual report and other related information of its subsidiary companies as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and registered offices of the respective subsidiary Companies during the working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of operations of the Company, your Directors have nothing to state as regards the requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption.

During the year under review, your Company has used foreign exchange amounting to Rs. 39,392 Lacs as compared to the last year''s Rs. 14,501 Lacs.

Your Company has earned Foreign Exchange Income of Rs. 644 Lacs during the year under review whereas there was no Foreign Exchange Income earned during last year.

Directors'' Responsibilities Statement

Your Directors in compliance of Section 217 (2AA) of the Companies Act, 1956 confirm that in the preparation of the annual accounts for the year ended March 31, 2013:

a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Company has selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and the profit of the Company for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company has been prepared on a going concern basis.

Corporate Governance & Management Discussion and Analysis Report

A report on Corporate Governance along with a certificate from M/s. Rathi & Associates, Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

Cost Auditors

Your Company has re-appointed Dr. Ashok Kumar Agarwal, Cost Accountant as Cost Auditor under section 233B of the Companies Act, 1956 for Cost Audit for the financial year 2013-2014.

Statutory Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The retiring Auditors have furnished certificate to the effect that their re-appointment, if made, would be in accordance with the limit prescribed under section 224(1B) of the Companies Act, 1956.Your Directors recommend their re-appointment.

Comments on Auditors'' Report

Your auditors have made certain observations in the annexure to their report pertaining to location wise particulars of Access Devices (para (i) (a)) and the need to strengthen frequency and procedure for verification of assets (para (i) (b)). The Company had initiated a process for verification and identified discrepancies at an overall companywide level as location-wise reconciliation was not expected to have material impact. Discrepancies have been dealt with in the accounts. The auditors have also commented on internal controls pertaining to identification/ registration of ultimate subscribers (para (iv)). The Company is in the process of updating it''s subscriber database as mandated by the DAS regulations and expects to move to retail billing to end consumers in the course of the current financial year. This is as per the requirement and deadlines laid down by government from time to time.

Acknowledgements

Your Directors take this opportunity to thank all the shareholders and lenders for their continued support. Your Directors also wish to place on record, the sincere appreciation to all the employees, franchisees, distributors and the vendors for their excellent contribution towards the progress of the Company.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai

Date: May 29, 2013

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Mar 31, 2012

The hereby present the Fifty Second Annual Report to the Members together with the Audited Statement of Accounts for the Financial Year ended March 31, 2012.

Financial Highlights

(Rs. In Lacs)

Consolidated Standalone

Particulars 2011-12 2010-11 2011–12 2010–11

Operating & Other 1,02,862 90,817 52,870 49,612

Income

Earnings before 18,414 17,557 10,119 11,220 interest, depreciation, amortization & taxes

Interest 5,196 4,523 4,085 3,864

Depreciation & 14,088 12,488 10,314 9,464 Amortization

Impairment of Tangible 340 270 340 270 / Intangible Assets

Exceptional Items 1,045 1,435 436 1,439

[Provision for doubtful advances/ investments/ receivables/ impairment and write off of assets in respect of operations in Tamil Nadu/Sundry balance written-back for Tamil Nadu / expenses on introduction of Digital Addressable System (DAS)]

Minority Interest 1,021 705 -- --

Prior period 431 232 111 215 adjustments

Profit Share of (12) (6) -- -- Associates

Amount transferred (311) (79) -- -- on change in stake in Subsidiaries/Joint Ventures

Adjustment on Account - (150) -- -- of Non Consolidation of Subsidiaries

Excess/Short provision 57 61 -- -- for taxation in earlier years

Provision for Taxation 1,477 1,205 -- --

- Current Tax & Deferred Tax Net Loss (4,918) (3,127) (5,167) (4,032)

Operations

During the year under review, the total income of your Company was Rs. 52,870 Lacs on a standalone basis and Rs. 1,02,862 Lacs on a consolidated basis as compared to the previous financial year's total income of Rs. 49,612 Lacs on a standalone basis and Rs. 90,817 Lacs on a consolidated basis. The Net Loss for the year under review, after taxation and Exceptional Items, stood at Rs. 5,167 Lacs on a standalone basis and Rs. 4,918 Lacs on a consolidated basis.

Utilisation of IPO Proceeds

During the financial year 2009-10, your Company had successfully completed the Initial Public Offering of shares to the tune of Rs. 666 Crores, including Rs. 186 Crores as Offer for Sale. As regards to the utilization of the IPO proceeds the Company had obtained members approval vide Resolution passed by way of Postal Ballot on 21st June, 2011 to authorise the Board of Directors of the Company to decide, alter, vary, revise and finalise the IPO proceeds apart from the objects mentioned in the Prospectus. The details of utilisation of issue proceeds to the extent of Rs. 406.15 Crores as on 31st March, 2012 were placed before the members of Audit Committee at the meeting dated May 11, 2012 and the same also has been taken on record by Board of Directors of the Company.

Dividend

In view of loss incurred during the year under review and the accumulated losses, your directors express their inability to recommend any dividend for the year under review.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act 1956 and the rules made thereunder.

Cable Distribution

During the year under review the Telecom Regulatory Authorities of India (TRAI) recommended a digitalization plan to the Ministry of Information & Broadcasting (MIB) that involves introduction of digital cable services across India. The MIB has since notified the implementation of Digital Addressable System( DAS) throughout the country in four phases, commencing from November 2012 and completion by the year 2014. Your Company and its subsidiaries and joint ventures stand to immensely benefit from the introduction of DAS, by way of higher revenues & technological leap. During the year the company successfully commisioned the High Definition (HD) services in the four major cities of Mumbai, Bengaluru, Delhi & Hyderabad. We offer anywhere between 10 to 20 HD services and the quality of the service has been widely acclaimed. As on date your Company is nearing about 10,000 HD customers and the progress is good, considering that we do not subsidise the HD service.

The DAS plan is meant to improve consumer viewing experience in terms of number of Channels, providing digital quality to the consumers as against current analogue picture quality, to curb the revenue leakage at various level and ultimately to increase transparency in reporting numbers. In the last financial year Company had introduced HD, HD Broadband services in major cities of India to provide a scintillating viewer experience and Hathway Music – a channel which plays Bollywood music. We are planning to implement additional services like Video-on-Demand (VOD), Pay-per-View (PPV), Games- on-Demand, etc. to more effectively compete with Direct to Home (DTH) and Internet Protocol Television (IPTV).

As per the report of Media Partners Associates (MPA) 2012, out of 254.6 million homes in India, 154.8 million homes have TV set, with 60.8% Cable TV (CATV) penetration. As per the MIB directives the entire analogue networks throughout the country needs to be converted to the DAS. Larger number of channels, better picture quality, choice of audio and other value added services are expected to be key drivers of digital cable in the country. Multi System Operators (MSO) rolling out DAS are better placed to counter DTH players, with key strengths like affordable pricing, prompt customer support, niche local content and local area offices for consumer interface will help them to grow faster on the digital platform.

Hathway and its subsidiaries/joint ventures have reach of approximately 9 million Cable TV homes for its analogue CATV services. We have slightly in excess of 15,000 kilometers of hybrid fiber optic cable which is spread over 140 Cities and Towns. Hathway has commenced a rapid digitalization process and at present we have deployed close to 2.1 million digital set top boxes in the universe of cable homes that we serve as at 31 March, 2012. It has established 20 digital head-ends across the country.

As one of the largest integrated service provider in the country we have the advantage of offering much more value addition to the customers by bringing in a cheaper but combined product of digital video, HD services and broadband. To this effect your Company has launched such services in select markets across the country and has received appreciation from the customers.

Broadband Services

India has around 13.81 million broadband subscribers as on 31st March 2012. Broadband has registered a quarterly growth of 3.44% and a year-on-year growth of 16.18% (Source – TRAI Report, August 2012). Cable modem subscribers' accounts for only 3.59% that is only 0.82 million internet subscribers. Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 93.7 million CATV homes.

Hathway is the largest MSO offering broadband services in 20 cities. Hathway is Category "A" Internet Service Provider (ISP) providing broadband services to retail and corporate segments in various states. Hathway has 1.5 million homes ready for catering for internet services. As of 31st March 2012, Hathway had about 4,00,000 broadband subscribers, with an all India rank of being the 6th largest ISP Company in the country. With a high quality & high capacity network, Hathway is well placed to garner a larger share of the growing broadband market.

Directors

During the financial year under review, Mr. Uday Shankar and Mr. Hursh Shrivastava, Directors resigned from the Board of your Company. Your Directors place on record their appreciation on the valuable services rendered by Mr. Uday Shankar and Mr. Hursh Shrivastava and the guidance received from them during their tenure as the Directors. Mr. Biswajit Subramanian was appointed as an additional director on the Board of Directors of your Company with effect from 11th May 2012. The Company has received the notice along with requisite deposit, from a member of the Company pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Biswajit Subramanian for the office of Director of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Bharat Shah and Mr. Sasha Mirchandani, Directors would retire by rotation at the ensuing Annual General Meeting. Being eligible, Mr. Sasha Mirchandani has offered himself for reappointment. Mr. Bharat Shah has expressed his desire not to offer himself for re-appointment, due to his other pre-occupations. Your Directors place on record their appreciation on the valuable services rendered by Mr. Bharat Shah during his tenure as a Director.

As required, the requisite details of Directors seeking appointment/re-appointment are included in this Annual Report.

Personnel

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars are given in the statement which forms part of this report. In terms of provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Plan

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999, are given in the Annexure to this report.

The options outstanding under the Employees Stock Option Plan 2007 (Revised 2010) at the end of the year stood at 6,20,199 after lapse/forfeiture of 1,49,800 options.

Subsidiaries

The financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standards issued by the Institute of Chartered Accountants of India, the Company has presented the Consolidated Financial Statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide the copy of the Annual report and other related information of its subsidiary companies as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and registered offices of the respective subsidiary Companies during the working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of operations of the Company, your Directors have nothing to state as regards the requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption.

During the year under review, your Company has incurred a total expenditure on foreign exchange amounting to Rs. 271 Lacs as compared to the last year's expenditure of Rs. 317 Lacs.

Like last year, your Company has not earned any Foreign Exchange Income during the year under review.

Directors' Responsibilities Statement

Your Directors in compliance of Section 217 (2AA) of the Companies Act, 1956 confirm that in the preparation of the annual accounts for the year ended March 31, 2012:

a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Company has selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and the loss of the Company for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company has been prepared on a going concern basis.

Corporate Governance & Management Discussion and Analysis Report

A report on Corporate Governance along with a certificate from M/s. Rathi & Associates, Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The retiring Auditors have furnished certificate to the effect that their re-appointment, if made, would be in accordance with the limit prescribed under section 224(1B) of the Companies Act, 1956.Your Directors recommend their re-appointment.

Comments on Auditors' Report

Your auditors have made certain observations in the annexure (i) (a) and (b) pertaining to the non-updation of location wise particulars with respect to Access Devices with subscribers / local cable operators and frequency and procedure for verification of equipment with local cable operators. The Company has initiated a process of physical verification and updation of fixed asset records. The Company does not anticipate any material impact consequent to such reconciliation of records.

Acknowledgements

Your Directors take this opportunity to thank all the shareholders and lenders for their continued support. Your Directors also wish to place on record, the sincere appreciation to all the employees, franchisees, distributors and the vendors for their excellent contribution towards the progress of the Company.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai Date : August 21, 2012

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Mar 31, 2011

Dear Members,

We hereby present the Fifty First Annual Report to the Members together with the Audited Statement of Accounts for the Financial Year ended March 31, 2011.

Financial Highlights

(Rs. In Lacs)

Consolidated Standalone

Particulars 2010-11 2009-10 2010-11 2009-10

Operating & Other 90,667.94 73,998.18 49,496.08 40,676.20 Income

Gross Operating 17,384.57 13,224.62 11,104.73 7,421.62 Profit before interest, depreciation, amortization & taxes

Interest 4,498.231 5,562.021 3,863.771 5,090.971

Loss/(Gain) on (148.65) (59.72) (115.56) (51.96) Foreign Exchange Fluctuations

Depreciation & 12,488.40 11,112.36 9,463.74 8,861.53 Amortization

Impairment of 270.30 176.77 270.30 176.77 Tangible/Intangible Assets

Exceptional Items 1,434.80 1,488.61 1,438.89 1,632.70 (Provision for doubtful advances/ investments/ receivables from entities under control or significant influence/ impairment and write off of assets in respect of operations in Tamil Nadu/ depreciation written back)

Provision for Taxation 1,204.36 1,562.07 - - - Current Tax & Deferred Tax

Net Loss (2,362.88) (6,617.49) (3,816.42) (8,288.40)

Cumulative Loss (49,353.17) (46,226.48) (49,945.24) (45,914.02) carried to Balance Sheet after adjustments

Operations

During the year under review, the total income of your Company was Rs. 49,496.08 Lacs on standalone basis and Rs. 90,667.94 Lacs on consolidated basis as compared to the last year's total income of Rs. 40,676.20 Lacs on standalone basis and Rs. 73,998.18 Lacs on Consolidated basis respectively. The Net Loss after taxation and Exceptional Items has come down and stood at Rs. 3,816.42 Lacs on standalone basis and Rs. 2,362.88 Lacs on consolidated basis.

Variation in utilization of fund raised through Initial Public Offer Out of the total amount raised through the Initial Public Offer (IPO) of the Company, Rs. 28,760.48 Lacs have been utilized as of March 31, 2011 in accordance with the objects set out in the Objects of the Issue' section in the Prospectus for Initial Public Offer of the Company. During the Financial Year 2010-11 the Telecom Regulatory Authorities of India (TRAI) had recommended to the Ministry of Information & Broadcasting the digitalization plan that involves introduction of digital cable services across India. Considering the change in business environment, it was thought appropriate to pursue digitalization more aggressively than hitherto planned in our original Objects of the Issue and to reduce the debts by way of repayment of certain high cost debts.

In view of the above, the members of the Company had approved the variation in utilization of funds raised through Initial Public Offer through postal ballot in terms of provisions of Section 192A of the Companies Act, 1956, read with provisions of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 on 21st June, 2011.

Dividend

In view of loss incurred during the year under review and the accumulated losses, your directors express their inability to declare any dividend for the year under review. Several measures are being taken towards increasing the revenue, cost control and to improve the profitability.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act 1956 and the Rules made thereunder.

Cable Distribution

During the year under review the Telecom Regulatory Authorities of India (TRAI) recommended a digitalization plan to the Ministry of Information & Broadcasting that involves introduction of digital cable services across India. The digital plan is meant to improve consumer viewing experience in terms of number of Channels, providing digital quality to the consumers as against current analogue picture quality, to curb the revenue leakage at various level and ultimately to increase transparency in reporting numbers. The Company is planning to implement additional services like High Definition (HD), Video-on-Demand (VOD), Pay-per-View (PPV), Games-on-Demand, etc. to more effectively compete with Direct to Home (DTH) and Internet Protocol Television (IPTV).

As per the report of Media Partners Associates (MPA) 2011, out of 239 million homes in India, 147 million homes have TV set. with 61% CATV penetration. According to MPA estimates, digital cable is expected to reach 34 million homes by 2020. Digital cable share will reach about 33% which is about at 6% levels in 2011. Larger number of channels, better picture quality, choice of audio and other value added services are expected to be key drivers of digital cable in the country. Digital cable will face challenge from DTH players in coming years. MSO are better placed to counter DTH players, their key strengths like affordable pricing, prompt customer support, niche local content and local area offices for consumer interface will help them to grow faster on digital platform.

Hathway has a reach of approximately 8.4 million Cable TV homes for its analogue CATV services. We have over 15,000 kilometers of hybrid fiber optic cable which is spread over 140 Cities & Towns. Hathway has commenced a rapid digitalization process and at present we have deployed close to 1.5 million digital set top boxes in CAS & Non - CAS areas. Hathway is the only MSO with focus on digitization of non - metro markets. It has established 19 digital head-ends in the country.

Internet Market

India has around 11.89 million broadband subscribers as on 31st March 2011. Broadband has registered a quarterly growth of 8.17% and year-on-year growth of 35.49%. Cable modem subscribers' accounts for only 4% that is only 0.801 million internet subscribers. Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 95 million CATV homes.

Hathway is the largest MSO offering broadband services in 21 cities. Hathway is Category "A" Internet Service Provider (ISP) providing broadband services to retail and corporate segments in various states. Hathway has 14,32,937 homes ready for catering for internet services. As of 31st March 2011, Hathway has 3,48,345 internet subscribers with all India rank of 5th largest ISP player in the country. Hathway has market leadership in terms of reach, revenues and subscribers. With high quality & high capacity network, Hathway is well placed to garner large share of growing broadband market. Amongst private sector, Hathway is India's 2nd largest wired broadband service provider. According to the latest TRAI report, Hathway Broadband wins the top spot in overall quality of service in Mumbai. Hathway is the first ISP to introduce the Simply Unlimited plans for retail customers. Your Company has started offering value added services like Web products (e.g. website builder, domain name registration etc), online tutorials with Topper learning to our customers and soon we will be adding more services like games on demand, movies on demand and security solutions (anti virus).

Directors

After the end of the financial year under review, Mr. Brahmal Vasudevan, Director, resigned from the Board of your Company. Your Directors place on record their appreciation on the valuable services rendered by Mr. Brahmal Vasudevan and the guidance received from him during his tenure as a Director. Mr. Brahmal Vasudevan was appointed as an additional independent director on the Board of Directors of your Company with effect from 9th May 2011. The Company has received the notice along with requisite deposit, from the member pursuant to Section 257 of the Companies Act, 1956 proposing his candidature for the office of Directors of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Viren Raheja and Mr. Uday Shankar, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Jagdish Kumar G., Director, who also retires by rotation at the ensuing Annual General Meeting, has not offered himself for reappointment.

As required, the requisite details of Directors seeking re- appointment are included in this Annual Report.

Personnel

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars are given in the statement which forms part of this report. In the terms of provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Plan

The disclosure required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure to this Report.

The options outstanding under the Employees Stock Option Plan 2007 (Revised 2010) at the end of the year stood at 7,69,999 after lapse/forfeiture of 1,09,500 options.

Subsidiaries

The financial data of the subsidiaries has been furnished along with the statement pursuant to section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standards issued by the Institute of Chartered Accountants of India, the Company has presented the Consolidated Financial Statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

The Company shall provide the copy of the Annual report and other related information of its subsidiary companies as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and registered offices of the respective subsidiary Companies during the working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption is not applicable to the Company.

During the year under review, your Company has incurred a total expenditure on foreign exchange amounting to Rs. 317.10 Lacs as compared to the last year's expenditure of Rs. 610.72 Lacs.

Like last year, your Company has not earned any Foreign Exchange Income during the year under review.

Audit Committee

A committee of the Board of Directors called 'Audit Committee' was reconstituted on 23rd October 2010 comprising of Mr. Bharat Shah, Mr. Viren Raheja, Mr. Sasha Mirchandani, Mr. Sridhar Gorthi and Mr. Devendra Shrotri, Directors of the Company. The Audit Committee reviews and lays down the basic Audit norms, rules and regulations and Audit Policies which are made applicable to the Company. The Audit Committee will function subject to the superintendence and direction of the Board of Directors and the recommendations made by the Audit Committee are mandatory in nature.

Directors' Responsibility Statement

Your Directors in compliance of Section 217 (2AA) of the Companies Act, 1956 confirm that in the preparation of the annual accounts for the year ended March 31, 2011:

a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Company has selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and the loss of the Company for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company has been prepared on a going concern basis.

Corporate Governance & Management Discussion and Analysis Report

A report on Corporate Governance along with a certificate from M/s. Rathi & Associates, Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges along with the report of Corporate Governance is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment.

Comments on Auditors' Report

Your Auditors have made some observations in the annexure (i) (b) to their report on verification of distribution equipments. Your Directors state that the Company has reconciled the book stock of Cable TV and Internet Access Devices with physical stock and there was no significant difference, which though not dealt with in the books of accounts does not have any material impact.

Acknowledgements

Your Directors take this opportunity to thank all the shareholders and lenders for their continued support. Your Directors also wish to place on record, the sincere appreciation to all the employees, franchisees, distributors and the vendors for their excellent contribution towards the progress of the Company.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai CHAIRMAN

Date: August 12, 2011

---

Mar 31, 2010

We hereby present the Fiftieth Annual Report to the Members together with the Audited Statement of Accounts for the Financial Year ended March 31, 2010.

Financial Highlights (Rs. In Lacs)

Consolidated Standalone

Particulars 2009-10 2008-09 2009-10 2008-09

Operating & 73,961.82 67,286.27 40,653.68 40,438.33

Other Income

Gross Operating 13,266.13 10,542.43 7,462.63 7,628.99

Profit before

interest,

depreciation,

amortization &

taxes

Interest 5,562.02 4,308.11 5,090.97 4,186.18

Loss/(Gain) (59.72) 781.52 (51.96) 668.97

on Foreign

Exchange

Fluctuations

Loss on sale of 40.41 251.88 39.92 253.37

Set Top Boxes

Depreciation & 11,112.36 9,385.48 8,861.53 8,166.07

Amortization

Impairment 176.77 4.24 176.77 ----

of Tangible /

Intangible

Assets

Exceptional 1,488.61 2,976.79 1,632.70 4,595.79

Items (Provision

for doubtful

advances /

investments

/ receivables

/ bad and

doubtful debts

/ impairment

of intangible

assets / Loss

on shortage of

tangible assets

/ depreciation

written back)

Provision for 1,563.17 1,197.81 1.10 105.93

Taxation -

Wealth Tax &

Fringe Benefit

Tax

Net Loss (6,617.49) (8,363.40) (8,288.40)(10,347.31)

Cumulative (46,226.48) (38,216.48) (45,914.02)(37,563.70)

Loss carried

to Balance

Sheet after

adjustments

Operations

During the year under review, the total income of your Company was Rs. 40,653 Lacs on standalone basis and Rs. 73,961 Lacs on consolidated basis as compared to the last years total income of Rs. 40,438 Lacs on standalone basis and Rs. 67,286 Lacs on Consolidated basis respectively. The Net Loss after taxation and Exceptional Items has come down and stood at Rs. 8,288 Lacs on standalone basis and Rs. 6,617 Lacs on consolidated basis.

Initial Public Offering

The Company with a view to raise funds for customer acquisitions, investment in the development of broadband and digital capital expenditure, deployment of set top boxes, repayment of loans and for general corporate purposes, made an Initial Public Offer (IPO) of 27.75 million equity shares of Rs. 10/- each (20 million equity shares by way of fresh issue and 7.75 million by way of Offer for Sale) at a price of Rs. 240/- per equity share including a premium of Rs. 230/- per equity share aggregating Rs. 6,660 million. The IPO opened on 9th February, 2010 and closed on 11th February, 2010. The Issue was subscribed 1.34 times. The allotment of shares was made on 19th February, 2010. The equity shares are listed at the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”) and the trading commenced from 25th February, 2010.

Axis Bank Limited was appointed as the Monitoring Agency for the purpose of monitoring the utilisation of the proceeds of the fresh issue. The details of the utilisation of fresh issue proceeds are disclosed in Standalone Notes to Accounts.

Dividend

In view of loss incurred during the year under review and the accumulated losses, your directors express their inability to declare any dividend for the year under review. Several measures are being taken towards increasing the revenue, cost control and to improve the profitability.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act 1956 and the Rules made thereunder.

Cable Distribution

As per the report of Media Partners Associates (MPA) 2010, out of 220 million homes in India, 134 million homes have TV set, with 65% CATV penetration. According to MPA estimates, digital cable is expected to reach 29 million homes by 2020. Digital cable share will reach about 26% which is about at 3% levels in 2009. Larger number of channels, better picture quality, choice of audio & other value added services are expected to be key drivers of digital cable in the country. Digital cable will face challenge from DTH players in coming years. MSO are better placed to counter DTH players, their key strengths like affordable pricing, prompt customer support, niche local content and local area offices for consumer interface will help them to grow faster on digital platform.

Hathway has a reach of approximately 8.2 million Cable TV homes for its analogue CATV services. We have over 15,000 kms. of hybrid fiber optic cable which is spread over 125 Cities. Hathway has commenced a rapid digitalization process and at present we have deployed 10,33,399 digital set top boxes in CAS & in Non – CAS areas. Hathway is the only MSO with focus on digitization of non- metro markets. It has established 19 digital headends in the country.

Internet Market

India has around 8.77 million broadband subscribers as of 31st March 2010. Broadband is growing at 12.2 % over the previous quarter. Cable modem subscribers’ accounts for only 5% that is only 0.485 million subscribers. Cable provides big potential for growth of broadband penetration in the country considering the cable universe of 8.2 million CATV homes.

Hathway is the largest MSO offering broadband services in 18 cities. Hathway is Category “A” Internet Service Provider (ISP), providing broadband services to retail & corporate segments in various states. Hathway has 10,34,883 homes ready for catering for internet services. As of 31st March 2010, Hathway has 3,14,000 internet subscribers with all India rank of 5th largest ISP player in the country. Hathway has market leadership in terms of reach, revenues & subscribers. With high quality & high capacity network, Hathway is well placed to garner large share of growing broadband market.

Directors

After the last Annual General Meeting, Mr. Paul Aiello, Director, resigned from the Board of your Company. In view of the same Mr. Uday Shankar, Alternate Director to Mr. Paul Aiello also ceased to be an Alternate Director as such. Your Directors place on record their appreciation on the valuable services rendered by Mr. Paul Aiello and Mr. Uday Shankar and the guidance received from them during their tenure as Directors. During the year, Mr. Uday Shankar was re - appointed as a director.

During the year under review Mr. Bharat Shah, Mr. Sasha Mirchandani, Mr. Sridhar Gorthi and Mr. Devendra Shrotri were appointed as the Additional Directors by the Board of Directors with effect from 10th September, 2009. The Company has received the notices along with requisite deposit, from the members pursuant to Section 257 of the Companies Act, 1956 proposing their candidature for the office of Directors of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Vinayak Aggarwal, Mr. Rajan Raheja, and Mr. Akshay Raheja, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The information to shareholders as per Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, other directorships etc of Mr. Vinayak Aggarwal, Mr. Rajan Raheja, Mr. Akshay Raheja, Mr. Bharat Shah, Mr. Sasha Mirchandani, Mr. Sridhar Gorthi and Mr. Devendra Shrotri, Directors is being provided separately in the Report of Corporate Governance of this Annual Report.

Personnel

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars are given in the statement which form part of this Report. In the terms of provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors’ Report is being sent to all the shareholders of the Company excluding the aforesaid, the particulars are given in the statement which form part of this Report. The statement is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Plan

The disclosure required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure to this Report.

During the year under review, your Company has granted 60,000 options to the eligible employees under the Employees Stock Option Plan 2007 (Revised 2010) at a price of Rs. 110.20 & Rs. 157.30. The options outstanding at the end of the year stood at 8,79,499 after lapse/forfeiture of 1,09,000 options.

Subsidiaries

The Company has made necessary application to the Central Government under Section 212(8) of the Companies Act, 1956. Further in terms of requirements, a statement pursuant to Section 212 of the Act relating to the subsidiaries of your Company and the details of the subsidiary companies have been annexed and forming part of this report. The details of the Company and the subsidiaries are also made available on the website of the Company. The annual accounts of the subsidiary Companies and related detailed information will be made available to the holding company and subsidiary companies investors for inspection at the registered office of the holding company and subsidiary companies. These documents will be made available to any investors of the Holding Company and Subsidiary Companies on the receipt of request in this regard.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption is not applicable to the Company.

During the year under review, your Company has incurred a total expenditure on foreign exchange amounting to Rs. 610.72 Lacs as compared to the last years expenditure of Rs. 1,080 Lacs.

During the year under review, your Company has not earned Foreign Exchange Income whereas last years Foreign Exchange Income was Rs. 14.95 Lacs.

Audit Committee

A committee of the Board of Directors called ‘Audit Committee’ was reconstituted on 12th August 2010 comprising of Mr. Bharat Shah, Mr. Viren Raheja, Mr. Devendra Shrotri and Mr. Sasha Mirchandani, Directors of the Company. The Audit Committee reviews and lays down the basic Audit norms, rules and regulations and Audit Policies which are made applicable to the Company. The Audit Committee will function subject to the superintendence and direction of the Board of Directors and the recommendations made by the Audit Committee are mandatory in nature.

Directors’ Responsibilities Statement

Your Directors in compliance of Section 217 (2AA) of the Companies Act, 1956 confirm that in the preparation of the annual accounts for the year ended March 31, 2010:

a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Company has selected such accounting policies and applied them cons istently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and the loss of the Company for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company has been prepared on a going concern basis.

Corporate Governance & Management Discussion and Analysis Report

A report on Corporate Governance along with a certificate from M/s. S. Anantha & Co, Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges along with the report of Corporate Governance is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants, the Statutory Auditors, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment.

Comments on Auditors Report

In relation to the matters dealt with by the Auditors in the Audit Report we state as under:

1. Your Auditors have made some observation on non-receipt of information about the capital of the partnership firms in which the Company is a partner. Your Directors clarify that your Company has entered into various partnerships with the proposed joint venture partners for transitional stage till such partnership firms are converted into and succeeded by the Joint Venture Companies. Since the Audited financial statements of these partnership firms were not ready, the same were not available for verification as a result of which the Company has not recognized its share of profit or loss in these partnership firms. The share of the Company in its Capital is Rs. 127,731/- which in the opinion of the Directors is not material, hence in the opinion of the management such share of profit or loss is not material. The note No. B(23) of the Schedule N to Accounts on this is self explanatory.

2. With respect to the observation in annexure (i) (b) regarding physical verification of distribution equipments your directors clarify that these will be physically verified at least once in 3 to 5 years time frame. In respect of the Cable TV and Internet Access Devices, the Company has reconciled the book stock with physical stock and there was no significant difference, which though not dealt with in the books of accounts does not have any material impact.

Acknowledgements

Your Directors take this opportunity to thank all the shareholders and lenders for their continued support. Your Directors also wish to place on record, the sincere appreciation to all the employees, franchisees, distributors and the vendors for their excellent contribution towards the progress of the Company.



FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai

Date: August 19, 2010