Hathway Cable & Datacom Ltd Directors Report.

Dear Members,

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

1. FINANCIAL RESULTS

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

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

2. TRANSFER TO RESERVES

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

3. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

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

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

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

5. DIVIDEND

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

6. BUSINESS OPERATIONS/PERFORMANCE

OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

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

A. Broadband Business

India has around 24 Mn wireline broadband subscribers as of December 31, 2021. Subscribers increasingly prefer wireline broadband as it allows online media consumption and seamless accessibility of data to multiple devices while at home. Due to the increasing trend of COVID-led work from home ("WFH"), the broadband industry saw a huge increase in demand in many tier 2 and

3 towns as many professionals shifted base to their home towns. Online education also became a key growth driver for broadband in smaller cities.

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

Company focused on re-engineering its

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

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

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

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

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

During the year under review, the Broadband business revenue stood at Rs 621.94 crores and the subscribers stood at 1.11 Mn (Previous Years

Broadband business revenue stood at Rs 615.56 crores and subscribers stood at 1.07 Mn).

B. Cable Television Business:

Hathway Digital Limited ("Hathway Digital") its wholly owned subsidiary provides Cable Television

Services on Pan India basis. Implementation of New Tariff Order ("NTO") in March 2019, helped customers the freedom to watch channels of their choice with best-in-class technology.

To strengthen our systems and technical capabilities to ensure uninterrupted service to esteemed customers, several new initiatives were undertaken during the year:

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

Introduced digital prepaid offering for transactional convenience of Customers;

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

• Instant customer activation to enrich customer experience with no time lag;

Leveraging platforms like WhatsApp for continuous customer engagement;

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

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

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

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

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

7. CREDIT RATING

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

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies

Act, 2013 ("the Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure

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

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review and till the date of this report,

Companies listed in Annexure I to this Report have become or ceased to be Subsidiaries of the Company.

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

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

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

The Company has formulated a policy for determining

Material Subsidiaries and the same is put up on the

Companys websitefromand acanPracticingbe accessedCompanyat https:// www.hathway.com/assets/pdf/Policies/Policy%20on%20 material%20subsidiaries_2014-15_11.02.2015.pdf

10. SECRETARIAL STANDARDS

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

11. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the financial year ended on that date; c) the Directors have taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

12. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the

Securities and Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the

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

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in

Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://www.hathway.com/assets/ pdf/Policies/Related%20Party%20Transactions%20 Policy_16.01.2020.pdf

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

14. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

15. RISK MANAGEMENT

The Board of Directors of the Company have designed

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

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

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

16. INTERNAL FINANCIAL CONTROLS

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the

Articles of Association of the Company, Mr. Akshay Raheja (DIN: 00288397) and Mr. Viren Raheja (DIN: 00037592), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board of

Directors on the recommendation of the Nomination and

Remuneration Committee ("NRC") have recommended their re-appointment.

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

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

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

18. PERFORMANCE EVALUATION

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

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

19. AUDITORS AND AUDITORS REPORT

Statutory Auditors

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

Sixty Second Annual General Meeting till the conclusion of Sixty Seventh Annual General Meeting. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

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

Secretarial Auditors

The Board of Directors of the Company had appointed

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

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

Cost Auditors

The Board of Directors of the Company had appointed

M/s. Ashok Agarwal & Co., Cost Accountants, as Cost

Auditors of the Company for conducting the audit of the cost records relating to Broadband Operations of the

Company for the financial year 2021-22 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

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

20. DISCLOSURES Meetings of the Board

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

Audit Committee

The Audit Committee of the Company comprises

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

Corporate Social Responsibility ("CSR")

Committee

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

Nomination and Remuneration Committee ("NRC")

During the financial year, Mr. Akshay Raheja resigned as a member from NRC and accordingly the NRC comprises

Mr. Sasha Mirchandani (Chairman), Mr. Sridhar Gorthi and Mr. Viren Raheja as Members.

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

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

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

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

Stakeholders Relationship Committee ("SRC")

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

Risk Management Committee ("RMC")

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

Business Responsibility Committee ("BRC")

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

As required under Regulation 34(2)(f) of SEBI ("LODR"), your Company has published the Business Responsibility Report on its website which can be accessed at https://www.hathway.com/assets/pdf/Annual Report/ Business Responsibility Report_2021-22.pdf.

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

21. VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance

Officer or to the Chairman of the Audit Committee.

The Audit Committee also reviews compliants/issues

(if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

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

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

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

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

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

The Company has made further investment of

Rs 2,58,40,000/- through Rights issue in Hathway Sonali Om Crystal Cable Private Limited, Subsidiary Company.

23. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

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

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

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

25. ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the

Annual Return is put on the Companys website and can be accessed at https://www.hathway.com/ assets/pdf/Annual%20Report/Annual%20Return%20 AGM_2022.pdf.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual

Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id info@hathway.net.

27. 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. the iv) Significant

Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company. vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) Change in the nature of business of the Company. ix) Instances of transferring the funds to the Investor Education and Protection Fund. x) Issue of debentures/bonds/warrants/any other convertible securities. xi) Details of any application filed for Corporate

Insolvency under Corporate Insolvency Resolution

Process under the Insolvency and Bankruptcy Code, 2016. xii) Instance of one-time settlement with any Bank or Financial Institution. xiii) Statement of deviation or variation in connection with preferential issue.

28. ACKNOWLEDGEMENT

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

For and on behalf of the Board
Rajan Gupta Saurabh Sancheti
Managing Director Non-Executive Director
DIN 07603128 DIN 08349457
Place: Mumbai
Date: April 12, 2022
Registered Office
805/806, Windsor, 8th Floor, Off CST Road,
Kalina, Santacruz (East),
Mumbai 400 098
CIN: L64204MH1959PLC011421
Tel No. 022 40542500, Fax: 022 40542700
Mail: info@hathway.net
Website: www.hathway.com