GTPL Hathway Ltd

Dear Members,

The Board of Directors is pleased to present the Company's 18^th Annual Report and the Company's audited financial statement for the financial year ended March 31,2024.

FINANCIAL RESULTS

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

(Amount: Rs. in Million)

TRANSFER TO RESERVES

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

RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the year under review, the total revenue from operations was Rs. 20,285.24 Million on standalone basis and Rs. 32,124.96 Million on consolidated basis as compared to the last year's revenue of Rs. 16,948.04 Million on standalone basis and Rs. 26,639.21 Million on consolidated basis respectively. The Profit after Tax (PAT) of your Company was Rs. 762.42 Million on standalone basis and Rs. 1,117.90 Million on consolidated basis as compared to the last financial year's PAT of Rs. 717.24 Million on standalone basis and Rs. 1,248.15 Million on consolidated basis respectively.

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

DIVIDEND

The Board of Directors has recommended a dividend of Rs. 4.00/- (Rupees Fouronly) per equity share of Rs. 10/- (Rupees Ten) each fully paid-up of the Company (last year ^ 4.00/- per equity share of Rs. 10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution PolicyoftheCompanyisavailableon the Company's website and can be accessed at https://bitlv/4e1 KJJ3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

The Company is the largest Multi System Operator in India, offering Digital Cable Television services and providing Broadband services through its subsidiary.

The Company is focusing on its two core business activities. Digital Cable TV and Internet Service, by adopting the use of latest advanced technology, offering quality services to its customers at competitive prices and continuing geographical expansion across India.

> Cable Television Business

The Company is the No. 1 Digital Cable Service Provider in the Country with presence in 23 States across 1500+ towns. The Company continues to be the largest Digital Cable TV provider in Gujarat and the second largest Digital Cable TV provider in West Bengal through its subsidiary. The Company also has significant presence in Maharashtra, Goa, Bihar, Uttar Pradesh, Madhya Pradesh, Jharkhand, Rajasthan, Odisha, Assam, Tripura, Meghalaya, Manipur, Nagaland, Telangana, Andhra Pradesh, Tamil Nadu, Karnataka, Delhi, Haryana and Uttarakhand.

The active Digital Cable TV Subscriber base stands at 9.50 Million as of March 31,2024.

> Broadband Services

The Company offers broadband services through GTPL Broadband Private Limited, its wholly owned subsidiary ("GTPL Broadband") under the brand name "GTPL FIBER". GTPL FIBER currently operates in seven states including Gujarat, Rajasthan, Uttar Pradesh, Bihar, Maharashtra, Telangana, and Andhra Pradesh. GTPL Fiber is the largest broadband service provider in Gujarat with a presence in more than 130 towns. GTPL Broadband offers highspeed and unlimited data to its customers using the latest Gigabit Passive Optical Network - Fiber to the Home (GPON- FTTH) at affordable prices. During the FY 2023- 24, the Broadband business has further strengthened its leadership position by adding 1,00,000 active subscribers and creating 5,00,000 new home-pass.

The total home-pass stands at 5.80 Million and active connected homes stand at 1020k as on March 31,2024.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency. The details of credit ratings are disclosed in the Corporate Governance Report which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act 2013 ("the Act"), the SEBI Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures) and Ind AS - 112 (Disclosure of interest in other entities), the consolidated audited financial statement forms part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies / entities listed in Annexure 1 to this Report have become and ceased to be subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statements of subsidiaries/ associates/ jointly controlled entities, as per Section 129(3) of the Act is provided as Annexure 2 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://bit.iy/4e7vqu5.

The financial statements of the subsidiaries, as required, are available on the Company's website and can be accessed at https://bit.lv/3TdgaY9.

The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the website of the Company at https://bit.lv/4e7wOp.

GTPL Broadband Private Limited and GTPL Kolkata Cable and Broad Band Pariseva Limited are material subsidiaries of the Company as per the SEBI Listing Regulations.

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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act the Directors state that

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule

Ill 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 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 thatsuch internal finance 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.

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 Listing Regulations 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 Listing Regulations is enclosed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of the Annual Report of the Company.

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 on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://bit.lv/3MrZtEv.

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

Members may refer Note. 35 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

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 may be accessed on the Company's website at https://bit.lv/3Z5lrVL

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty and malnutrition, promoting preventive healthcare, 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 Rs. 26.07 Million 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 3 to this Report.

RISK MANAGEMENT

The Company operates in a highly regulated, competitive and rapidly evolving environment providing great opportunities while also exposing the Company to underlying risks that have the potential to impact our ability to achieve our strategic objectives. As an industry leader, the Company identify and adopt the highest standards and practices in risk management and compliance in order to establish a robust and proactive approach to the effective mitigation and management of all significant risks to our business.

Thisyear, the Company continued tointegrate risk management activities into the fabric of our organization and its strategic decision-making process. The Board members understand their responsibility and accountability for risk management and has committed and adopted a framework for effectively managing business risks in a proactive and efficient way that helps in achieving Company business and strategic objective. Accordingly, the Company has defined and communicated risk governance activities at all levels, which our management and employees undertake as part of their job routine.

The shareholders at the 17th Annual General Meeting held on September 29,2023, approved the appointment of Mr. Rajendra Dwarkadas Hingwala (DIN: 00160602) as an Independent Director of the Company for a period of 3 (three) consecutive years with effect from July 13,2023.

The shareholders through postal ballot process by passing a resolution on Monday, June 19, 2023, approved the appointment of Mr. Tavinderjit Singh Panesar (DIN: 09099802) as a Non-Executive Director of the Company with effect from March 30, 2023.

The Company has formalized internal Enterprise Risk Management Team (ERMT), which includes Chief Risk Officer along with CXOs, with an objective to proactively discuss changes in risk profiles, scan risk environments and assess the progress on mitigation plans by conducting periodical meetings for Risk management team assessments / feedback. The consolidated risk reports a re tabled at the Risk Management Committee.

INTERNAL FINANCIAL CONTROLS

The Company has 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 reliablefinancial statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews and continuous monitoring by functional head.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anirudhsinh Jadeja (DIN: 00461390) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his re-appointment.

Mr. Bharat B. Chovatia (DIN: 00271613) ceased to be Independent Director of the Company with effect from June 5, 2023 due to his demise. The Company has immensely benefited from his guidance and support during his tenure. The Board of Directors and employees of GTPL Hathway Limited deeply mourn this irreparable loss.

Mr. Anil Bothra has resigned from the post of Chief Financial Officer of the Company with effect from November 15, 2023 and Mr. Saurav Banerjee was appointed as a Chief Financial Officer of the Company with effect from November 16,2023.

Mr. Flardik Sanghvi has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from February 17, 2024.

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

i. they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations; and

ii. they have registered their names in the Independent Directors' Databank.

The Company has devised the Nomination and Remuneration Policy, which is available on the Company's website and can be accessed at https://bitlv/47cvWc

The Policy sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations. The Policy also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no change in the aforesaid policy during the year.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including ndependent 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. Aconsolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

AUDITORS AND AUDITORS' REPORT

(I) STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) were appointed as theStatutory Auditors of the Company for a term of 5 (Five) consecutive years at the 16th Annual General Meeting held on June 10, 2022 to hold the office from the conclusion of 16^th Annual General Meeting till the conclusion of 21^st Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

(II) SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed M/s. Chirag Shah & Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

(III) COST AUDITORS

The Board of Directors of the Company, based on the recommendation of Audit committee has appointed M/s. Rajendra Patel & Associates, Cost Accountant as the Cost Auditor to conduct audit of the cost records of the Company for the FY 2024-25 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.

DISCLOSURES MEETINGS OF THE BOARD

8 (Eight) Board Meetings were held during the financial year ended on March 31,2024. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.

AUDIT COMMITTEE

Due to change in the composition of the Board of Directors of the Company, Audit Committee was reconstituted. The Audit Committee after reconstitution comprises of Mr. Falgun Shah as a Chairman, Mr. Ajay Singh, Mr. AmitShah, Mr. Rajendra Hingwala, Mrs. Divya Momaya and Mr. KunalChandra as members. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

("CSR")

The CSR Committee comprises of Mrs. Divya Momaya as a Chairperson, Mr. Ajay Singh, Mr. Amit Shah and Mr. Tavinderjit Singh Panesaras members.

NOMINATION AND REMUNERATION COMMITTEE

("NRC")

The NRC comprises of Mr. Kunal Chandra as a Chairman, Mr. Ajay Singh, Mrs. Divya Momaya and Mr. Falgun Shah as members.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mrs. Divya Momaya as a Chairperson, Mr. Ajay Singh, Mr. Anirudhsinh Jadeja and Mr. Tavinderjit Singh Panesaras members.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of Mr. Falgun Shah as a Chairman, Mr. Ajay Singh, Mr. Anirudhsinh Jadeja and Mr. Tavinderjit Singh Panesaras members.

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

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 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 guarterly basis.

The Vigil Mechanism and Whistle Blower Policy can be accessed on the Company's website at https://bit.lv/3XdazV0.

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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEES GIVEN

Particulars of loans given, investments made and guarantees given under the provisions of the Section 186 of the Act during the year are provided in the Standalone Financial Statement (Please refer Note 3,4,11,35 and 41 to the Standalone Financial Statement).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Plarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the CompanyhasformedlnternalCommitteeforvariousworkplaces 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 nocases/complaints filed during the year under POSH Act.

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 are provided in Annexure 5 to this Report.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return is available on the Company's website and can be accessed at https://bit.lv/3XrVXiV.

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, as amended, a statement showing the names of Top ten employees in terms of remuneration drawn and the 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, as amended 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 compllanceofficer@atpl.net.

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 the subsidiary companies to the Managing Director or Wholetime 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) Instanceofone-timesettlementwithany Bankor Financial Institution.

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

HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions

for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

TALENT ENGAGEMENT & DEVELOPMENT

The Company believes in promoting enabling work culture that allows talent to develop, lead and participates in the growth of the organisation.

We continue to focus on strengthening the talent pool to meet the present and future growth plans by deploying various frameworks and IT enabled applications. With expanding footprints in multiple states, the leadership navigates the change management and embraces them to integrate by engaging various stakeholders.

The Company aims at launching initiatives to enhance talent engagement and introducing robust leadership development plans.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. 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 and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

For & on behalf of the Board of Directors