The Board of Directors of the Company are pleased to present the Company’s 42^nd Annual Report and the Company’s audited
financial statements for the financial year ended March 31, 2026.

1. Financial Results

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarized
below: -

2. Transfer to Reserves

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

3. Result of Operations and State of Company’s Affairs

During the year under review, on standalone basis, the total revenue from operations was ' 233.77 lakhs as compared to
the last year’s revenue of ' 256.80 lakhs and the loss after tax of your company was ' 41.33 lakhs as compare to the last
year’s profit after tax of ' 5.29 lakhs.

On consolidated basis, the total revenue from operations was ' 238.53 lakhs as compared to the last year’s revenue of
' 256.80 lakhs and the loss after tax was ' 16.98 lakhs as compared to the last year’s profit after tax of ' 4.33 lakhs.

4. Details of Material Changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of
the financial year to which the financial statement relates and date of this Report.

5. Dividend

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate
section, which forms part of this Annual Report.

7. Business Operations of the Company

The Company continues to focus on enhancing customer experience through the introduction of various offerings and
initiatives aimed at delivering seamless Cable Television (“CATV”) services. It remains committed to strengthening customer
service standards and actively engaging with customers to better understand their entertainment preferences and offer
customised packages aligned with their requirements.

Although the downturn in the CATV industry has presented certain challenges, the Company remains optimistic that its
continued customer-centric approach will help strengthen customer confidence and support growth in its subscriber base
in the coming years.

8. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and the Listing Regulations read with Ind AS
110 - Consolidated Financial Statement, Ind AS 28 - Investments in Associates and Joint Ventures and Ind AS 31 - Interest
in Joint Ventures, the audited consolidated financial statement forms part of the Annual Report.

9. Subsidiary Company

During the year under review, the Company acquired the remaining 49% stake in Hathway Bhawani NDS Network Limited,
making it a wholly owned subsidiary of the Company.

A statement providing details of performance and salient features of the financial statement of subsidiary Company, as per
Section 129(3) of the Act, is annexed herewith and marked as Annexure I to this Report.

The audited financial statement including the consolidated financial statement of the Company and all other documents
required to be attached thereto forms part of this Report and is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/

The financial statement of the Subsidiary Company, is available on the Company’s website and can be accessed athttps://
www.hathwaybhawani.com/subsidiaries

The policy for determining Material Subsidiaries is available on the Company’s website and can be accessed athttps://www.
hathwaybhawani.com/uploads/Policy for determining Material Subsidiaries

As on March 31, 2026, the Company do not have any Material Subsidiary.

10. Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

11. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2026, 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,
2026 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

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

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

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

12. Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the year under review with related parties were
in its ordinary course of business and on an arm’s length basis.

Details of the contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2
in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are
annexed herewith and marked as Annexure II to this Report.

The policy defining Materiality of Related Party Transactions and on dealing with Related Party Transactions is available
on the Company’s website and can be accessed athttps://www.hathwaybhawani.com/uploads/Policy on Related Party
Transactions.

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

Members may refer Note 4.09 to the Standalone Financial Statement which sets out Related Party Disclosures pursuant to
Ind AS.

13. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act read with Rule 3 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company was not required to comply with the provisions of Corporate Social Responsibility
(“CSR”) as the Company did not meet the eligibility criteria of the CSR provisions.

14. Risk Management

Hathway Cable and Datacom Limited (“HCDL”), the Holding Company has adopted Risk Management Policy which outlines
the exhaustive risk management framework which is also applicable to its Subsidiaries and Joint Ventures. The Company,
being a subsidiary of HCDL, follows the same risk management framework, which encompasses four key elements, namely
Risk Identification, Risk Assessment, Risk Mitigation, and Risk Monitoring and adequately addresses key risks faced by the
organisation.

The Board of Directors of the Company is entrusted with the responsibility of overseeing the effective implementation and
monitoring of the risk management framework and policy, conducting continuous reviews, and obtaining assurance from
the management for timely identification, management and mitigation of emerging risk associated with the Company.

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

15. Internal Financial Controls

The Company has established adequate internal financial controls commensurate with the size of the business and nature of
its operations. 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 Head as well as sample testing of
the internal financial control systems by the independent auditors during the course of their audits on a quarterly basis.

The Audit Committee of the Company reviews adequacy and effectiveness of the Company’s internal controls and monitors
the implementation of audit recommendations on quarterly basis.

16. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vatan Pathan (DIN:
07468214), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors of
the Company on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his re¬
appointment.

Mr. Ajay Singh resigned as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company with
effect from May 15, 2025 and in his place, Ms. Priya Bhagat was appointed as the Company Secretary & Compliance Officer
(Key Managerial Personnel) with effect from May 16, 2025. The Board places on record its appreciation for the services
rendered by Mr. Ajay Singh during his tenure with 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 they meet the
criteria of independence prescribed under the Act and the Listing Regulations and have registered their names in the
Independent Directors' Databank.

17. Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including
Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of
the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairman of the Board, 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.

The Board evaluation highlighted the significant contributions of each Director and their commitment to the Company's
governance and strategic objectives. The assessment affirmed that the Board's composition provides an appropriate mix of
expertise, skills and diversity. The Committees were recognised for their effective functioning and proactive consideration
of matters beyond their defined mandates. The Board also acknowledged the valuable contributions of individual Directors
in enhancing overall Board effectiveness.

18. Auditors and Auditors’ Report
Statutory Auditor

Nayan Parikh & Co., Chartered Accountants (Firm Registration No.107023W) were re-appointed as Statutory Auditor of
the Company for second term of 5 (five) consecutive years, at the 38^th Annual General Meeting held on June 24, 2022.
They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditor of the
Company.

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

Secretarial Auditor

The Board of Directors of the Company had appointed Rathi & Associates, Practicing Company Secretaries, to conduct
Secretarial Audit of the Company for the financial year 2025-26. The Company has received confirmation from them, that
they are not disqualified from continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith and marked as
Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

19. Disclosures
Meetings of the Board

5 (Five) meetings of the Board of Directors of the Company were held during the year under review i.e. on April 15, 2025,
May 15, 2025, July 14, 2025, October 10, 2025, and January 13, 2026. The maximum interval between any two meetings
was well within the maximum allowed gap of 120 days.

Audit Committee

The Audit Committee comprises of Mr. Dhiren Dalal (Chairman), Mr. Basant Kumar Parasramka and Ms. Vrinda Mendon.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. The Audit
Committee met 5 (five) times during the year under review i.e. on April 15, 2025, July 14, 2025, October 10, 2025, January
13, 2026 and March 25, 2026.

Nomination and Remuneration Committee (“NRC”)

The NRC comprises of Mr. Basant Kumar Parasramka (Chairman), Mr. Dhiren Dalal and Mr. Vatan Pathan. During the year
under review, the NRC met 2 (two) times i.e. on April 15, 2025 and May 15, 2025.

The Company has devised inter-alia, the following Policies viz.: (i) Policy for Selection of Directors and determining Directors'
independence, (ii) Policy on Board Diversity, and (iii) Remuneration Policy for Directors, Key Managerial Personnel and
Senior Management.

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC
Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors,
while considering their appointment as independent directors of the Company. The Policy is available on the Company's
website and can be accessed athttps://www.hathwaybhawani.com/uploads/HBCDL Policy for Selection of Directors.

The Policy on Board Diversity provides for the factors in evaluating the suitability of individual board members with diverse
background and experience that are relevant for the Company's operations. The Policy is available on the Company's
website and can be accessed athttps://www.hathwaybhawani.com/uploads/HBCDL Policy on Board Diversity.

The Company's remuneration policy is directed towards rewarding performance, based on review of achievements. The
remuneration policy is in consonance with existing industry practice. The Policy is available on the Company's website and
can be accessed athttps://www.hathwaybhawani.com/uploads/HBCDL Policy for Remuneration to Directors.

There has been no change in the above three Policies, during the year under review.

Stakeholders’ Relationship Committee (“SRC”)

The SRC comprises of Mr. Vatan Pathan (Chairman), Ms. Vrinda Mendon and Mr. Dhiren Dalal. The SRC met 4 (four) times
during the year under review i.e. on April 15, 2025, July 14, 2025, October 10, 2025 and January 13, 2026.

20. Vigil Mechanism and Whistle Blower Policy

The Company has implemented a Vigil Mechanism and Whistle-blower Policy in line with the provisions of the Act and
the Listing Regulations to encourage its employees to report breaches of applicable laws, regulations, or the Company's
Code of Conduct, without fear of retaliation or victimization in accordance with the provisions of the Act and the Listing
Regulations.

An Ethics & Compliance Task Force (“ECTF”) has been constituted to oversee these mechanisms that enable employees to
confidentially report unethical practices, with safeguards in place to protect against retaliation. The ECTF evaluates incidents
of suspected or actual violations of the Code of Conduct and reports its findings and actions to the Audit Committee on a
quarterly basis.

Employees and stakeholders are expected 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 may be raised through e-mail, a dedicated telephone line or by letter to the ECTF or directly to the
Chairman of the Audit Committee.

The Vigil Mechanism and Whistle Blower Policy is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/uploads/Vigil Mechanism and Whistle Blower Policy.

21. Particulars of loans given, investments made, guarantees given and securities provided

During the year under review, there were no loans given, guarantees given or securities provided in terms of Section 186 of
the Act.

Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to Note 2.03 to the
Standalone Financial Statement.

22. Prevention of Sexual Harassment at Work Place

In accordance with the requirements 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 emphasises
the prevention of sexual harassment and provides for a transparent and impartial inquiry process with defined timelines
for resolution of complaints. In order to promote awareness and sensitisation among employees, the Company regularly
conducts online training programmes on the subject. The Company has constituted an Internal Committee to receive and
address complaints pertaining to sexual harassment at the workplace.

During the year under review, no complaints were filed under POSH Act.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

24. The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/ the Code on Social Security, 2020.

25. Annual Return

The Annual Return of the Company as on March 31, 2026 is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/uploads/AnnualReturn2025-26.

26. Particulars of Employees and Related Disclosures

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

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such
information may write to the Company oninvestors.bhawani@hathway.net.

27. General

The Board state that no disclosure or reporting is required in respect of the following matters as there were no transactions
or applicability pertaining to these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and Employees’ Stock Options Schemes) to employees of the Company
under any scheme.

d. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status
and the Company’s operations in future.

e. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

f. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of
employees.

g. Maintaining of cost records in terms of Section 148(1) of the Act.

h. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of
the Company.

i. Change in the nature of business of the Company.

j. Instances of transferring the funds to the Investor Education and Protection Fund.

k. Issue of debentures/bonds/warrants/any other convertible securities.

l. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

m. Instance of one-time settlement with any Bank or Financial Institution.

n. Statement of deviation or variation in connection with preferential issue.

28. Acknowledgement

The Board of Directors 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 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 BoardVatan Pathan Vrinda Mendon

Director & CEO Director

DIN: 07468214 DIN: 08424835

Date: April 14, 2026
Place: Mumbai