Dear Members,

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: -(Rs. in lakh)

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 Rs. 233.77 lakhs as compared to the last year's revenue of Rs. 256.80 lakhs and the loss after tax of your company was Rs. 41.33 lakhs as compare to the last year's profit after tax of Rs. 5.29 lakhs.

On consolidated basis, the total revenue from operations was Rs. 238.53 lakhs as compared to the last year's revenue of

Rs. 256.80 lakhs and the loss after tax was Rs. 16.98 lakhs as compared to the last year's profit after tax of Rs. 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 at https:// www.hathwaybhawani.com/subsidiaries The policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https://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 at https://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 reappointment.

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 at https://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 at https://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 at https://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 on investors.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.