Hathway Bhawani Cabletel & Datacom Ltd Directors Report

Dear Members,

The Board of Directors of the Company are pleased to present the Companys 41st Annual Report and the Companys audited financial statements for the financial year ended March 31, 2025.

1. Financial Results

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

(Rs. in lakh)

	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	256.80	268.33	256.80	268.33
Other Income	18.37	3.68	18.37	3.68
Total Income	275.17	272.01	275.17	272.01
Total Expenses	268.29	267.87	268.29	267.87
Profit /(Loss) before Tax	6.88	4.14	6.88	4.14
Less: Current Tax	-	-	-	-
Deferred Tax	1.59	0.30	1.59	0.30
Profit/ (Loss) for the year	5.29	3.84	4.33	(4.29)
Add: Other Comprehensive Income (OCI)	0.15	0.84	0.15	0.52
Total Comprehensive Income for the year	5.44	4.68	4.48	(3.77)
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(607.50)	(612.18)	(634.96)	(631.19)
Closing Balance of Retained Earnings and OCI	(602.06)	(607.50)	(630.48)	(634.96)

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 Companys Affairs

During the year under review, on standalone basis, the total revenue from operations was 256.80 lakhs as compared to the last years revenue of 268.33 lakhs and the profit after tax of your Company was 5.29 lakhs as compared to the last years profit after tax of 3.84 lakhs.

On consolidated basis, the total revenue from operations was 256.80 lakhs as compared to the last years revenue of 268.33 lakhs and the profit after tax was 4.33 lakhs as compared to the last years loss after tax of 4.29 lakhs.

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.

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 of the Company

The Company consistently delights its customers by introducing various offerings. The Company focuses on enhancing its customer services to enable its customer to have a seamless Cable Television (‘CATV) experience. The Company actively engages with its customers to understand their entertainment needs and develops tailored packages to suit their requirements.

While the downturn in the CATV industry has posed challenges for the Company, however, your Company remains optimistic that with customer focus approach, it will be able to regain customer trust and expand its subscriber base in the coming years.

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 Statement), Ind AS-28 (Investments in Associates and Joint Ventures) and Ind AS-31 (Interest in Joint Ventures), the audited consolidated financial statement forms part of the Annual Report.

9. 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 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 forms part of this Report and is available on the Companys website and can be accessed at www.hathwaybhawani.com

The financial statement of the Subsidiary Company, as required, is available on the Companys website and can be accessed at https://www.hathwaybhawani.com/subsidiaries

As on the date of this Report, the policy for determining Material Subsidiaries was updated. The said Policy is available on the Companys website and can be accessed at https://www.hathwaybhawani.com/uploads/Policy for determining Material Subsidiaries Policies 2025 1744725024.pdf

As on March 31, 2025, the Company do not have any Material Subsidiary.

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. 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 arms length basis.

Details of the contracts / arrangements / transactions with related party which are 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 are annexed herewith and marked as Annexure II to this Report.

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 Companys website and can be accessed at https://www.hathwaybhawani.com/uploads/Policy on Related Party Transactions Policies 2025 1744716356.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.

13. 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 eligibility criteria of the CSR provisions.

14. 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.

15. 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 of 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 on a quarterly basis.

The Audit Committee reviews adequacy and effectiveness of the Companys internal controls and monitors the implementation of audit recommendations on a quarterly basis.

16. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Vrinda Mendon (DIN: 08424835), Director 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”) has recommended her re-appointment.

Ms. Vrinda Mendon, was appointed as Non-Executive Director, liable to retire by rotation, by the Members in the Annual General Meeting held on July 31, 2024.

During the year under review, the Board of Directors of the Company, based on the recommendation of the NRC, recommended appointment of Mr. Dhiren Dalal (DIN: 01218886) and Mr. Basant Kumar Parasramka (DIN: 02843399) as Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. August 07, 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. Dhiren Dalal was appointed as the Chairman of the Company w.e.f. August 07, 2024.

Mr. Dilip Worah (DIN: 00047252) and Mr. L K Kannan (DIN: 00110428) ceased to be independent directors of the Company upon completion of their second term on August 06, 2024. Further, Mr. Dilip Worah ceased to be the Chairman of the Company on August 06, 2024. The Board of Directors of the Company places on record their sincere thanks for guidance and support provided during their tenure, which immensely benefitted the Company.

Mr. Basant Haritwal retired from the position of Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. April 30, 2024 and the Board of Directors of the Company appointed Mr. Hareshkumar Mayani, in his place, as the Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. May 01,2024.

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:

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.

17. 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.

18. 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 24, 2022. They 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 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 III to this report.

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

19. Disclosures

Meetings of the Board

5 (Five) meetings of the Board of Directors of the Company were held during the year under review i.e. on April 15, 2024, June 25, 2024, July 13, 2024, October 10, 2024, and January 10, 2025. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

Audit Committee

Mr. Dilip Worah ceased to be independent director of the Company upon completion of his second term on August 06, 2024 and consequently ceased to be the Chairman and a member of the Audit Committee. Further, Mr. L K Kannan ceased to be independent director of the Company upon completion of his second term on August 06, 2024 and consequently ceased to be the member of the Audit Committee. The Audit Committee presently comprises of Mr. Dhiren Dalal (Chairman), Mr. Basant Kumar Parasramka and Ms. Vrinda Mendon. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met 5 (five) times during the year under review i.e. on April 15, 2024, July 13, 2024, October 10, 2024, January 10, 2025 and March 26, 2025.

Nomination and Remuneration Committee (“NRC”)

Mr. L K Kannan ceased to be the Chairman and member of the NRC. Further, Mr. Dilip Worah ceased to be a member of the NRC. The NRC presently comprises of Mr. Basant Kumar Parasramka (Chairman), Mr. Dhiren Dalal and Mr. Vatan Pathan. During the year under review, the NRC met 2 (two) times i.e. on April 15, 2024 and June 25, 2024.

The following policies are available on the Companys website and can be accessed at:

Sr. No.	Policy	Weblink
1	Policy for Selection of Directors and Determining Directors Independence	https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20 for%20Seclection%20of%20Directors Policies 2022.pdf
2	Remuneration Policy for Directors, Key Managerial Personnel and Senior Management	https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20for%20 Remuneration%20to%20Directors Policies 2022.pdf
3	Policy on Board Diversity	https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20 on%20Board%20Diversity Policies 2022.pdf

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

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 towards Board diversity in the Company.

Stakeholders Relationship Committee (“SRC”)

Mr. Dilip Worah ceased to be a member of the SRC. The SRC presently comprises of Mr. Vatan Pathan (Chairman), Ms. Vrinda Mendon and Mr. Dhiren Dalal. The SRC met 4 (four) times during the year under review i.e. on April 15, 2024, July 13, 2024, October 10, 2024 and January 10, 2025.

20. 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 Companys Ethics & Compliance Task Force (“ECTF”) 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 Companys personnel have direct access to the Chairman of the Audit Committee to raise concerns related to unethical behaviour, frauds and other grievances. The Company ensures that no employee has been denied access to the Audit Committee in such matters.

As on the date of this Report, the Vigil Mechanism and Whistle Blower Policy was updated and the said Policy is available on the Companys website and can be accessed at https://www.hathwaybhawani.com/uploads/Vigil Mechanism and Whistle Blower Policy Policies 2025 1744725108.pdf

21. 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.

22. 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 reddress 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.

23. 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.

24. Annual Return

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at https://www.hathwaybhawani.com/uploads/Annual Return 2024-25 Annual%20Reports 2024-2025 1755672976.pdf

25. 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 investors.bhawani@hathway.net

26. 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:

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 the Companys 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.

27. Acknowledgement

The Board of Directors wish to place on record their deep sense of appreciation for the committed services by all the Companys 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
	Vatan Pathan	Vrinda Mendon
	Director & CEO	Director
	DIN: 07468214	DIN: 08424835
Date: April 15, 2025
Place: Mumbai
Registered Office
1st Floor, B Wing, Jaywant Apartment,
Above SBI Bank, 63, Tardeo Road,
Mumbai - 400 034.
CIN: L65910MH1984PLC034514
Website: www.hathwaybhawani.com
E-mail: investors.bhawani@hathway.net
Tel. : +91 22 2353 5107 ; M. : +91 9152728663