Hathway Cable & Datacom Ltd Directors Report

Dear Members,

The Board of Directors of the Company are pleased to present the Companys 65^th 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: -

( in crores)

			(	in crores)
	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	602.12	622.67	2039.65	1980.97
Other Income	109.78	93.56	106.70	137.98
Profit/(Loss) before Tax	105.52	116.59	124.98	141.55
Less: Current Tax	-	-	-	-
Deferred Tax	26.19	30.32	32.44	42.26
Profit/(Loss) for the year	79.33	86.27	92.54	99.29
Add: Other Comprehensive Income (OCI)	0.25	0.46	0.17	0.76
Total Comprehensive Income for the year	79.58	86.73	92.71	100.05
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(454.53)	(541.24)	(788.74)	(895.22)
Closing Balance of Retained Earnings and OCI	374.70	(454.53)	(695.84)	(788.74)

2. TRANSFERS 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 COMPANYS AFFAIRS

During the year under review, the total revenue from operations was 602.12 crores on standalone basis and 2,039.65 crores on consolidated basis as compared to the last years revenue of 622.67 crores on standalone basis and 1,980.97 crores on consolidated basis, respectively. The post-tax profit of your Company was 79.33 crores on standalone basis and 92.54 crores on consolidated basis as compared to the last years post-tax profit of 86.27 crores on standalone basis and 99.29 crores on consolidated basis, respectively.

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 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.

The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https://www.hathway.com/policiesPDF/ Dividend%20Distribution%20Policy.pdf.

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/PERFORMANCE OF

THE COMPANY AND ITS MAJOR SUBSIDIARIES

Structural Improvement: Five Step down wholly-owned subsidiaries of the Company got amalgamated with Hathway Digital Limited ("Hathway Digital"), a wholly-owned subsidiary of the Company pursuant to the order of the Regional Director, Western Region, Ministry of Corporate Affairs with the appointed date of January 1, 2025.

This amalgamation is expected to result in rationalisation and optimisation of the groups legal entity structure, leading to greater alignment with the businesses by reducing the number of legal entities. This consolidation is expected to provide operational synergies, eliminate inefficiencies and streamline corporate structures cash flows. The consolidation will lead to better centralised management and oversight, cost the groups competitive growth.

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

A. Broadband Business

During the year under review, the Company continued to demonstrate resilience in its broadband business, driven by its strategic focus on technological advancement, digital transformation and customer-centric innovation.

i. Growth in FTTH Subscriber Base

Through the deployment of cutting-edge Fiber-to-the-Home ("FTTH") technology and the seamless integration of digitization and automation processes, we have significantly enhanced the customer experience, which has resulted in growth of the FTTH subscriber base by 19,000.

ii. Unlimited Data Plans & Usage Trends continues to Oneof ourkey differentiators be the provision of unlimited data across all broadband plans. This ensures our customers can confidently engage in data-intensive activities without concerns about throttling or unexpected charges.

In line with this, average monthly data usage per

FTTH customer reached 357 GB, reflecting strong network engagement, particularly in the Southern market. A 3% year-on-year increase in data usage as of March, 2025 further highlights growing customer reliance and satisfaction with our services.

iii. First-in-Industry Wi-Fi Innovations

The Company introduced dual-band ONUs with built-in Wi-Fi band steering, a first in the industry. This innovation ensures customer devices connect automatically to the optimal frequency band, resulting in improved speed, stability and seamless connectivity without the need for manual intervention.

iv. Network Reliability & Complaint Reduction

Our proactive approach to network upgrades has led to a 28% reduction in network- related complaints between March, 2024 and March, 2025. This achievement underscores our commitment to service quality and network reliability.

Furthermore, we have excelled in customer issue resolution, with 87% of non-network related issues resolved within one hour, reaffirming dedication to customer satisfaction and operational responsiveness.

v. Customer Experience & Satisfaction

Customer-centricity remains at the heart of our business strategy. We are proud to report a

96% Customer Satisfaction (CSAT) score in interactions involving support and issue resolution highlighting the Companys consistent delivery of quality service and customer care.

vi. Digital Transformation & Innovation Initiatives

We have undertaken several key digital initiatives aimed at enhancing user experience and internal

AI-Powered WhatsApp BOT for Billing Queries

A 24/7 intelligent chatbot integrated with WhatsApp has handled 39,046 queries over seven months, achieving an 89% first-time resolution rate, improving customer self-service capabilities.

Automation for Internal Productivity

Deployment of AI-enabled internal BOTs has empowered business teams to handle customer issues with real-time data support. Over 22,135 issues were resolved using this system in Q2 FY25 alone.

• Self-Scheduled Installations

We introduced a customer-selected time slot model for new installations, enhancing convenience and improving operational efficiency. This has led to a 72% same-day activation rate, positioning the Company among the fastest in the industry for new connection installations.

B. Cable Television Business:

Over the past year, the Indian cable television sector has undergone substantial regulatory and structural transformation, reshaping its operational and competitive landscape. Subscriber numbers continued to decline, highlighting mounting pressure on the traditional distribution ecosystem.

On the legislative front, the Ministry of Information and Broadcasting ("MIB") released the draft Broadcasting Services (Regulation) Bill, 2023 for public consultation. Concurrently, the Telecom Regulatory Authority of India ("TRAI") issued recommendations on Inputs for the Formulation of the National Broadcasting Policy, signalling a move towards a more unified and forward-looking regulatory framework.

Amid ongoing regulatory asymmetry, TRAI made several critical recommendations, including:

• Regulatory Framework for Ground-Based

Broadcasters: Advocating for the inclusion of terrestrial technologies in content distribution;

• Upgradation of DD Free Dish to an Addressable

System: Aiming to enhance service quality and curb unauthorized retransmissions;

• Framework for Free Ad-Supported Streaming

Television (FAST) Services: Proposing regulatory oversight over FAST platforms currently operating without formal guidelines.

In July 2024, TRAI further notified NTO 4.0, amending Tariff Orders, Interconnect Regulations, and Quality of Service norms. While some changes intensified imbalances resulting in higher consumer costs and contributing to continued subscriber erosion, one notable positive change was the prohibition of pay channels being distributed as Free-to-Air ("FTA") on DD Free Dish. This provision is expected to foster a more level playing field among distribution platforms

These developments underscore an institutional recognition of the structural headwinds confronting the sector. Nonetheless, enduring challenges such as subscriber attrition, unsustainable economics and regulatory disparities between traditional and digital platforms necessitate urgent, comprehensive policy reforms. The industry remains committed to championing fair competition, safeguarding consumer interests and ensuring the long-term viability of last-mile cable infrastructure.

Despite the formidable challenges faced by the sector, Hathway Digital demonstrated resilience by maintaining its market position and subscriber base, even as many Multi-System Operators ("MSOs") lost ground to emerging technologies such as Over-the-Top ("OTT") platforms and free, ad-supported streaming services.

Hathway Digital remains steadfast in its commitment to providing a superior television viewing experience through the deployment of world-class equipment and cutting-edge infrastructure. Hathway Digital continues to prioritize service quality and customer satisfaction to minimize any potential disruption to its consumers.

During the year, Hathway Digital implemented several key initiatives aimed at enhancing customer satisfaction:

• Upgraded Network Infrastructure: Strengthened the digital head-end and distribution systems to support increased bandwidth and enhanced picture quality.

• Expanded HD Channel Portfolio: Added new channels across multiplehigh-definition genres to cater to evolving viewer preferences.

• Enhanced Customer Support: Improved customer service operations through faster response time, multilingual support and 24/7 helpline access.

• Self-Care App & Portal Enhancements: Upgraded digital platforms to provide customers with greater control over their subscriptions, recharges and channel selection.

• Deployment of On-Ground Service Teams:

Rolled out dedicated regional service teams to acceleratepricingissue resolution and ensure seamless activation of services.

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 Statements), Ind AS-28 (Investments in Associates and Joint Ventures) and Ind AS-31 (Interests in Joint Ventures), the audited consolidated 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 and/or ceased to be the subsidiary, joint venture or associate 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 forms part of this Report and is available on the Companys website and can be accessed at https://www.hathway.com/ About/AnnualReport.

The financial statements of the subsidiaries, as required, are available on the Companys website and can be accessed at https://www.hathway.com/About/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.hathway.com/policiesPDF/Policy%20 for%20determining%20Material%20Subsidiaries.pdf

Hathway Digital Limited is a Material Subsidiary of the Company as per the Listing Regulations.

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 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 adequateand related are operating effectively;

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 dedicated to upholding the highest standards of governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices in this regard. The Corporate Governance Report as per the Listing Regulations forms part of the Annual Report. A certificate from the Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the performance of the Company on environmental, social and governance perspective is available on the Companys website and can be accessed at https:// www.hathway.com/documents/Annual%20Report/ Business%20Responsibility%20and%20Sutainability%20 Report_2024-25.pdf.

14. 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.

During the year under review, 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 sufficient 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.

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.hathway.com/documents/ Policies/Related%20Party%20Transactions%20Policy.pdf

There were no materially significant 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.

15. 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, inter-alia, covers the Companys CSR vision and objectives and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy is available on the Companys website and can be accessed at https://www.hathway.com/policiesPDF/ CSR%20Policy.pdf. There has been no change in the CSR Policy during the year.

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 1,16,79,205 /- i.e. 2% of the average net profits of the Company during the immediately preceding 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.

16. RISK MANAGEMENT

In compliance with the requirements of the Listing Regulations, the Board of Directors of the Company have constituted the Risk Management Committee, which is entrusted with the responsibility of overseeing the effective implementation and monitoring of the Companys risk management plan and policy. It ensures continuous review and obtains assurance from the management for and the timely identification, management and mitigation of emerging risk associated with the Company.

The Company has adopted the risk management policy which outlines the exhaustive risk management framework which is also applicable to its Subsidiaries and Joint Ventures. The risk management framework articulates the risk management process which focuses on four key elements viz. Risk Identification, Risk Assessment, Management and Risk Monitoring.

Further details on risk management activities are provided in Management Discussion and Analysis section, which forms part of the Annual Report.

17. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial controls commensurate with the size of the business and nature of its operations. These control are designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and the 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 Heads 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.

Audit Committee plays a pivotal role in evaluating the adequacy and effectiveness of the Companys internal controls and implementation of audit recommendations on quarterly basis to ensure the ongoing robustness of the internal control framework.

18. 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 (00037592), Directors 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"), have recommended their re-appointment.

During the year under review, the Board of Directors of the Company, based on the recommendation of the NRC, recommended appointment of Mr. Rajendra Dwarkadas Hingwala (DIN: 00160602) and Ms. Naina Krishna Murthy (DIN: 01216114) as Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. August 05, 2024 and the Members of the Company approved their appointment on July 31, 2024. They possess requisite andqualifications, experience, proficiency hold the highest standards of integrity.

Further, Mr. Rajendra Dwarkadas Hingwala was appointed as the Chairman of the Company w.e.f. August 05, 2024.

Mr. Sridhar Gorthi (DIN: 00035824) and Mr. Sasha Mirchandani (DIN: 01179921) ceased to be independent directors of the Company upon completion of their second term on August 04, 2024. Further, Mr. Sridhar Gorthi ceased to be the Chairman of the Company on August 04, 2024. Ms. Ameeta Parpia (DIN: 02654277) ceased to be independent director of the Company upon completion of her second term on February 10, 2025. The Board of

Directors of the Company places on record their deepest gratitude for guidance and support provided by them during their tenure, which immensely benefitted the Company.

Mr. Anuj Jain (DIN: 08351295), Non-Executive Director of the Company resigned from the Board of the Company with effect from end of business hours of February 20, 2025 due to his pre-occupation and other personal commitments. The Board appreciates his valuable contribution and places on record its heartiest gratitude for the guidance provided by him during his tenure on the Board of the Company.

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.

19. 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.

20. 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 28, 2022. They have confirmed their eligibility and qualifications required under the Act for holding office 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 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 IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company the appointment of Rathi & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH011900), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

Cost Auditor

The Board of Directors of the Company had appointed

Ashok Agarwal & Co., Cost Accountants, as Cost Auditor of the Company for conducting the audit of the cost records relating to Broadband Operations of the Company for the financial year 2024-25 in accordance with the provisions of 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.

21. DISCLOSURES Meetings of the Board

7 (Seven) meetings of the Board of Directors of the Company were held during the year under review. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Audit Committee

Mr. Sridhar Gorthi ceased to be an independent director of the Company upon completion of his second term on August 04, 2024 and consequently ceased to be the Chairman and a member of the

Audit Committee. Further, Mr. Sasha Mirchandani and Ms. Ameeta Parpia ceased to be independent directors of the Company upon completion of their second term on August 04, 2024 and February 10, 2025, respectively and consequently ceased to be the members of the Audit Committee. The Audit Committee presently comprises of Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Naina Krishna Murthy.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility ("CSR")

Committee

Mr. Sridhar Gorthi ceased to be a member of the CSR

Committee upon completion of his second term as an independent director. The CSR Committee presently comprises of Mr. Viren Raheja (Chairman), Mr. Saurabh Sancheti and Mr. Rajendra Dwarkadas Hingwala.

Nomination and Remuneration Committee ("NRC")

Mr. Sasha Mirchandani ceased to be the Chairman and a member of the NRC and Mr. Sridhar Gorthi ceased to be member of the NRC, upon completion of their second term as independent director. The NRC presently comprises of Ms. Naina Krishna Murthy (Chairperson), Mr. Viren Raheja and Mr. Rajendra Dwarkadas Hingwala.

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 Companys 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 above 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 towards Board diversity in the Company.

Stakeholders Relationship Committee ("SRC")

Ms. Ameeta Parpia ceased to be a Chairperson of the SRC upon completion of her second term as an independent director. The SRC presently comprises of Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee ("RMC")

Ms. Ameeta Parpia ceased to be the Chairperson and a member of the RMC and Mr. Sridhar Gorthi ceased to be a member of the RMC upon completion of their second term as independent director. The RMC presently comprises of Mr. Saurabh Sancheti (Chairman), Mr. Rajendra Dwarkadas Hingwala and Mr. Ajay Singh.

Business Responsibility and Sustainability Committee ("BRSC")

The BRSC comprises of Mr. Viren Raheja (Chairman) and Mr. Saurabh Sancheti.

In order to promote sustainability and long-term progress in the organisation and the Companys commitment to better environment, social and governance practices, the Company has adopted Anti-Bribery and Anti-Corruption Policy 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 Companys 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.

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.

The Companys Ethics & Compliance Task Force (ECTF) oversees and monitors the implementation of ethical business practices in the Company. ECTF evaluates complaints and 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.

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.hathway.com/policiesPDF/ Vigil%20Mechanism%20and%20Whistle-Blower%20 Policy.pdf

During the year under review, no Protected Disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle-blower Policy of the Company was received by the Company.

23. 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.

24. 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 redress 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 filedor duringthe yearunderreview material orders passed under the 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, is annexed herewith and marked as Annexure V to this report.

26. 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.hathway.com/documents/ Annual%20Report/Annual%20Return_2024%20-25.pdf

27. 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 10 (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 info@hathway.net

28. 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: 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 the 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) 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.

29. ACKNOWLEDGEMENT

The Board of Directors of the Company 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 of the Company 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
	Viren Raheja	Saurabh Sancheti
	Non-Executive Director	Non-Executive Director
	DIN 00037592	DIN 08349457
Place: Mumbai
Date: April 22, 2025
Registered Office
802, 8th Floor, Interface-11, Link Road,
Malad (West), Mumbai 400064
CIN: L64204MH1959PLC011421
Website: www.hathway.com
E-mail: info@hathway.net
Tel.: +91 22 4054 2500