Hathway Bhawani Cabletel & Datacom Ltd

Dear Members,

The Board of Directors are pleased to present the Company's 40th 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 summarised 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. Result of Operations and State of Company's affairs

During the year under review, on standalone basis, the total revenue from operations was 268.33 lakh as compared to the last year's revenue of 305.50 lakh and the Profit after tax of your Company was 3.84 lakh as compared to the last year's Profit after tax was 25.02 lakh.

On consolidated basis, the total revenue from operations was 268.33 lakh as compared to the last year's revenue of

305.50 lakh and the loss after tax was 4.29 lakh as compared to the last year's Profit after tax of 16.97 lakh.

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.

6. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under 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 of the Company

The Company continue to delight its customers by making various offerings during the year. The Company worked on improving its customer services to enable its customer have a seamless Cable Television (‘CATV') experience. The Company continues to engage with its customers to understand their entertainment needs and devise packages to suit their requirement. The CATV industry down turn has also impacted the Company, but the Company is hopeful that with customer focus approach, it will be able to win back its customers and increase its base in the coming years.

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. Subsidiary Company

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 Company, as per Section 129(3) of the Act, is provided 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 are available on Company's website and can be accessed at www.hathwaybhawani.com. The financial statement of the subsidiary Company can also be accessed at the Company's website https://www.hathwaybhawani.com/assets/pdf/Hathway%20Bhawani%20NDS%20Network%20Limited.pdf The Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf.

11. 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.

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. 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 on dealing with Related Party Transactions is available on the Company's website and the same can be accessed at https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Related%20Party%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 4.09 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

14. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act read with Rule 3 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to comply with the provisions of Corporate Social Responsibility ("CSR") as the Company did not meet the criteria of applicability of provisions of CSR.

15. Risk Management

Hathway Cable and Datacom Limited ("HCDL"), the Holding 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 Company, being subsidiary of HCDL follows the same. The Risk Management framework defines the risk management process which focus 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.

16. 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 Head as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits.

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

17. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vatan Pathan (DIN: 07468214), Non-Executive 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. Ms. Pranjali Gawde (DIN: 08754715), Non-Executive Director of the Company resigned with effect from January 12, 2024 and Ms. Vrinda Mendon (DIN: 08424835) was appointed as an Additional Director of the Company, effective from January 12, 2024, subject to the approval of the shareholders.

Save and except aforementioned, there were no other change 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.

18. 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 Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Director. 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.

19. Auditors and Auditors' Report Statutory Auditor

M/s. 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 of the Company held on June 24, 2022. The Statutory Auditor have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditor 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 Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of the Company had appointed M/s. Rathi & Associates, Practising 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 provided as Annexure II to this Report.

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

20. Meetings of the Board

The Board of Directors met four times during the financial year on April 14, 2023, July 12, 2023, October 13, 2023, and January 12, 2024. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

21. Committees of the Board Audit Committee

Pursuant to the resignation of Ms. Pranjali Gawde as Non-Executive Director of the Company, the Audit Committee was reconstituted by the Board with effect from January 12, 2024 and it comprises of Mr. Dilip Worah, Independent Director (Chairman), Mr. L. K. Kannan, Independent Director and Ms. Vrinda Mendon, Non-Executive Director of the Company. The constitution and terms of reference of the Committee is in compliance of Section 177 of the Act. During the year, all recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met five times during the year on April 14, 2023, July 12, 2023, October 13, 2023, January 12, 2024 and March 18, 2024.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") comprises of Mr. L. K. Kannan, Independent Director (Chairman), Mr. Dilip Worah, Independent Director and Mr. Vatan Pathan, Non-Executive Director of the Company. During the year, the NRC met two times on April 14, 2023 and January 12, 2024.

The Policies are available on the Company's website and can be accessed at :

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

The aforesaid Policies sets 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 on the Board of the Company.

Stakeholders' Relationship Committee

Pursuant to the resignation of Ms. Pranjali Gawde as Non-Executive Director of the Company, the Stakeholders' Relationship Committee was reconstituted by the Board with effect from January 12, 2024 and it comprises of Mr. Vatan Pathan, Non-Executive Director (Chairman), Ms. Vrinda Mendon, Non-Executive Director and Mr. Dilip Worah, Independent Director of the Company. The Committee met four times during the year on April 14, 2023, July 12, 2023, October 13, 2023 and January 12, 2024.

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. 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") of Holding Company, Head Corporate Legal of Holding Company and Chief Financial Officer of the Company 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.hathwaybhawani.com/assets/pdf/Vigil%20Mechanishm%20and%20Whistle%20Blower%20policy.pdf

23. Particulars of loans given, investments made, guarantees given and securities provided

During the year under review, there were no loans given, investment made, guarantees given or securities provided in terms of Section 186 of the Act.

24. Prevention of Sexual Harassment at Workplace

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.

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, are provided in Annexure III to this Report.

26. 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.hathwaybhawani.com/assets/pdf/HBCDL%20Annual%20Return%202023-24.pdf

27. Particulars of Employees and related Disclosures

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 investors.bhawani@hathway.net.

28. Change of Registered Office of the Company within the same state

During the year under review, the Registered Office of the Company was shifited from 805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai – 400098 to 1st Floor, B Wing, Jaywant Apartment, Above SBI Bank, 63, Tardeo Road, Mumbai - 400 034 w.e.f. December 21, 2023.

29. 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 on these matters during the year under review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the Company under any scheme. d) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. e) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company. f) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. g) Maintaining of cost records in terms of Section 148(1) of the Act. h) Payment of remuneration or commission from any of its Holding or Subsidiary Companies to the Managing Director of the Company. i) Change in the nature of business of the Company. j) Instances of transferring the funds to the Investor Education and Protection Fund. k) Issue of debentures/bonds/warrants/any other convertible securities. l) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. m) Instance of one-time settlement with any Bank or Financial Institution. n) Statement of deviation or variation in connection with preferential issue.

30. 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.