Hathway Cable & Datacom Ltd

The Board of Directors are pleased to present the Company's 64th 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: -

( in crore)

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.hathway.com/assets/pdf/ Policies/Dividend%20Distribution%20Policy.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:

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 AI-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).

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.

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.

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/ effectively;

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.hathway.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.

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.

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 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.

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.

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.hathway.com/ annual-reportPDF/Business%20Responsibility%20and%20 Sustainability%20Report_2023-24.pdf.

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%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 4.10 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.hathway.com/policiesPDF/Policy%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.

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.

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.

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.

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%20Policy.pdf.

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.

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.

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.

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

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 info@hathway.net.

During the year under review, the Registered Office of the Company was shifted from 805/806, Windsor, 8th 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.

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. differential ii) Issue of equity shares with 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.

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.