The Board of Directors of the Company are pleased to present the Company's 65^th Annual Report and the Company's audited financial
statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

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

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
COMPANY’S 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 year's 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 year's 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 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.

The Dividend Distribution Policy of the Company
is available on the Company's website and can be
accessed at https://www.hathwav.com/policiesPDF/
Dividend%20Distribution%20Policv.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 group's 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 and
cash flows. The consolidation will lead to better centralised
management and oversight, cost efficiencies and support
the group's 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

One of our key differentiators continues to 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 our
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 Company's 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 efficiency:

• 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 pricing
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
high-definition channels across multiple 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
controlovertheirsubscriptions,rechargesandchannel
selection.

• Deployment of On-Ground Service Teams:

Rolled out dedicated regional service teams to
accelerate issue 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 Company's website
and can be accessed at https://www.hathwav.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.hathwav.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 Company's website and can be
accessed at https://www.hathwav.com/policiesPDF/Policv%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 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. 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
Company's website and can be accessed at https://
www.hathway.com/documents/Annual%20Report/
Business%20Responsibilitv%20and%20Sutainabilitv%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
arm's 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
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 Company's website and can
be accessed at https://www.hathway.com/documents/
Policies/Related%20Partv%20Transactions%20Policv.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.

15. CORPORATE SOCIAL RESPONSIBILITY

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, inter-alia, covers the Company's CSR j
vision and objectives and also provides for governance,
implementation, monitoring and reporting framework.

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

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

During the year under review, the Company has spent j
? 1,16,79,205 /- i.e. 2% of the average net profits of the |
Company during the immediately preceding three financial j
years on CSR activities.

The Annual Report on CSR activities as stipulated j
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 i
Regulations, the Board of Directors of the Company have
constituted the Risk Management Committee, which j
is entrusted with the responsibility of overseeing the
effective implementation and monitoring of the Company's j
risk management plan and policy. It ensures continuous i
review and obtains assurance from the management for
the timely identification, management and mitigation of the i
emerging risk associated with the Company.

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

Further details on risk management activities are provided j
in Management Discussion and Analysis section, which j
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 Company's 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
qualifications, experience, proficiency and expertise and
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 as
Statutory Auditor 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.

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

6 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 j
Ms. Ameeta Parpia ceased to be independent directors j
of the Company upon completion of their second term j
on August 04, 2024 and February 10, 2025, respectively j
and consequently ceased to be the members of the Audit j
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”) j
Committee

Mr. Sridhar Gorthi ceased to be a member of the CSR j
Committee upon completion of his second term as
an independent director. The CSR Committee j
presently comprises of Mr Viren Raheja (Chairman),
Mr. Saurabh Sancheti and Mr. Rajendra Dwarkadas i
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 i
member of the NRC, upon completion of their second term j
as independent director. The NRC presently comprises of i
Ms. Naina Krishna Murthy (Chairperson), Mr. Viren Raheja j
and Mr. Rajendra Dwarkadas Hingwala.

The Company has devised inter-alia, following j
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.hathwav.com/policiesPDF/Policv%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 i
during the year.

The aforesaid Policies set out the guiding principles for the |
NRC for identifying persons who are qualified to become j
Directors and to determine the independence of Directors,
in case of their appointment as independent directors of the i
Company, recommending to the Board the remuneration j

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 Company's 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 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.

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 Company's 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 Company's website and can
be accessed at https://www.hathwav.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 filed during the year under review
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 Company's 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.

iv) Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and the 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.

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 Company's 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, 8^th Floor, Interface-11, Link Road,

Malad (West), Mumbai - 400064
CIN: L64204MH1959PLC011421
Website: www.hathwav.com
E-mail: info@hathway.net
Tel.: 91 22 4054 2500