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August 06, 2021

To The Corporate Relationship Department BSE Limited P. J. Towers, 1[st] Floor, Dalal Street, Mumbai – 400 001 BSE Security Code: 509073

Sub: Intimation of Annual General Meeting of the Members of the Company and Submission of - Annual Report for the financial year 2020 21 including Notice of Annual General Meeting

Dear Sir/Madam,

We wish to inform you that pursuant to Regulations 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 37[th] (ThirtySeventh) Annual General Meeting (“ AGM ”) of the Company is scheduled to be held on Saturday, August 28, 2021 at 02:00 p.m. IST through Video Conferencing (“ VC ”)/Other Audio Visual Means (“ OAVM ”).

Please find enclosed herewith the Annual Report for the financial year 2020-21 including Notice convening AGM, which has been sent to the members today i.e. Friday, August 06, 2021.

The Annual Report for the financial year 2020-21 including Notice is also made available on the website of the Company, viz.

https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Annual%20Report%202020 21.pdf

This is for your information and records.

Thanking you,

FOR HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

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AJAY SINGH Company Secretary and Compliance Officer FCS: 5189

Encls: As above

Hathway Bhawani Cabletel & Datacom Limited Regd. Office : 805/806, Windsor, 8[th] Floor, Off CST Road, Kalina, Santacruz (East), Mumbai-400 098 Tel: +91-22-40542500 Fax: +91-22-40542700 Email: [email protected] Website: www.hathwaybhawani.com CIN: L65910MH1984PLC034514

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

37[TH] ANNUAL REPORT 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

37th ANNUAL REPORT 2020-21

th 37 ANNUAL REPORT 2020-21 CONTENTS
� Corporate Information	3
� Notice	4
� Board’s Report	22
� Management Discussion and Analysis Report	42
� Auditor’s Report on Standalone Financial Statements	46
� Standalone Balance Sheet	59
� Standalone Statement of Profit and Loss	60
� Standalone Cash Flow Statement	61
� Standalone Changes in Equity Statement	62
� Notes to the Standalone Financial Statements	63
� Auditor’s Report on Consolidated Financial Statements	93
� Consolidated Balance Sheet	104
� Consolidated Statement of Profit and Loss	105
� Consolidated Cash Flow Statement	106
� Consolidated Changes in Equity Statement	107
� Notes to the Consolidated Financial Statements	108

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Vatan Pathan (DIN:07468214) Director & Chief Executive Officer Mr. Dilip Worah (DIN:00047252) Independent Director Mr. L. K. Kannan (DIN:00110428) Independent Director Ms. Pranjali Gawde (DIN: 08754715) Non-Executive Director

CHIEF FINANCIAL OFFICER

Mr. Basant Haritwal

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Ajay Singh (FCS 5189)

STATUTORY AUDITORS

Nayan Parikh & Co. - Chartered Accountants

SECRETARIAL AUDITORS

Rathi & Associates - Company Secretaries

REGISTERED OFFICE

805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz East, Mumbai - 400 098. Tel No: (022) 4054 2500 Fax No: (022) 4054 2700; email: [email protected]

BANKER

Axis Bank Limited

REGISTRAR & TRANSFER AGENT

M/s. Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400 059 ||Tel.: (022) 62638200 Fax: (022) 62638299 Email : [email protected]

DETAILS OF DEMATERIALISATION OF SHARES

Company's ISIN number for Dematerialization is INE525B01016

CORPORATE IDENTIFICATION NUMBER: L65910MH1984PLC034514

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Registered Office: 805/806, Windsor, 8th Floor,

Off CST Road, Kalina, Santacruz (East), Mumbai - 400098 Tel: 022 40542500 Fax: 022 40542700 CIN: L65910MH1984PLC034514

website: www.hathwaybhawani.com email: [email protected]

NOTICE

NOTICE IS HEREBY GIVEN THAT THE THIRTY SEVENTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON SATURDAY, AUGUST 28, 2021 AT 2:00 P.M. IST THROUGH VIDEO CONFERENCING ("VC") / OTHER AUDIO-VISUAL MEANS ("OAVM"), TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

To consider and adopt (a) the audited standalone financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the report of Auditors thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions :
a) "RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted."
b) "RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted."
To re-appoint Ms. Pranjali Gawde, who retires by rotation as Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

` "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Pranjali Gawde (DIN: 08754715), who retires by rotation at this meeting, be and is hereby appointed as NonExecutive Director of the Company."

By Order of the Board of Directors

Ajay Singh Company Secretary and Compliance Officer FCS 5189

Mumbai, April 15, 2021 Registered Office

805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400098 CIN: L65910MH1984PLC034514 Tel: 022 40542500 Fax: 022 40542700 Website: www.hathwaybhawani.com E-mail: [email protected]

NOTES:

Considering the ongoing Covid-19 pandemic, the Ministry of Corporate Affairs ( "MCA" ) has, vide its circular dated January 13, 2021 read together with circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 (collectively referred to as "MCA Circulars" ), permitted convening the Annual General Meeting ( "AGM" ) through Video Conferencing ( "VC") / Other Audio - Video Means ("OAVM" ), without the physical presence of the Members at a common venue. In accordance with the MCA circulars, provisions of the Companies Act, 2013 (the "Act" ) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( "SEBI Listing Regulations" ), the AGM of the Company is being held through VC/ OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

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Generally, a member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and such proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Since the AGM will be held through VC/OAVM, the Route Map of the venue of the AGM is not annexed hereto.
In terms of the provisions of Section 152 of the Act, Ms. Pranjali Gawde, Non-Executive Director retires by rotation at the Meeting. The Nomination and Remuneration Committee and the Board of Directors of the Company recommend her reappointment. Ms. Pranjali Gawde is interested in the Ordinary Resolution set out at Item No. 2 of the Notice with regard to her re-appointment. The relatives of Ms. Pranjali Gawde may be deemed to be interested in the resolution set out at Item No. 2 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item No. 1 and 2 of the Notice.

Details of Director retiring by rotation and seeking re-appointment at this AGM are provided in the "Annexure" to the notice.
Pursuant to the amendment to the section 139 of the Act, effective from May 7, 2018, the ratification of the appointment of auditors by the members at every AGM has been done away with. Accordingly, the ratification of appointment of M/s. Nayan Parikh & Co., Chartered Accountants, who were appointed as the Statutory Auditors at the Thirty-third AGM held on September 26, 2017, for a period of 5 years, is not required at the ensuing AGM.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

7. In compliance with the MCA Circulars and SEBI circular dated January 15, 2021 read with May 12, 2020, Notice of the AGM along with the Annual Report for the

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Financial Year (FY) 2020-21 is being sent only through electronic mode to those members whose email address is registered with the Company/ Depository Participant(s). Members may note that the Notice and Annual Report for the FY 2020-21 will also be available on the Company's website at www.hathwaybhawani.com, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of KFin Technologies Private Limited ("KFinTech") at https://evoting.kfintech.com.

For receiving all communication (including Annual Report) from the Company electronically:
a. Members holding equity shares of th Company in physical mode, who have not registered / updated their email address may get their e-mail address registered with Bigshare Services Pvt Ltd, Registrar and Transfer Agent ("RTA") , by clicking the link: https://www.bigshareonline.com/InvestorRegistration.aspx on the website www.bigshareonline.com under For Investors tab by choosing the E mail / Bank Registration heading and following the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to RTA at [email protected].
b. Members holding shares in dematerialised mode are requested to register/ update their email addresses with the relevant Depository Participant(s) with whom they maintain their demat accounts.

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM:

9. The Company will provide VC/OAVM facility to its Members for participating at the AGM.

a. Members will be able to attend the AGM through VC/OAVM as per procedure given below :
i. Launch internet browser (Edge 8044+, Firefox 78+, Chrome 83+, Safari 13+) by typing the URL: https://jiomeet.jio.com/hbcdlagm
ii. Select "Shareholders" option on the screen
iii. Enter the login credentials

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User ID: For demat shareholders: 16-digit DPID+Client ID is your User ID

(DP ID and Client ID to be typed continuously)

For e.g. IN12345612345678 (NSDL)

1402345612345678 (CDSL)

(Client ID is the last 8 digits of your demat account number as per your account statement / contract note / delivery instruction slip / email sent by the Company); or

For holders of shares in physical form: Your EVEN + Folio No. is your User ID (to be typed continuously)

Password: Enter your password for e-voting sent by the Company/KFinTech through e-mail.

iv. After logging in, you will be directed to the AGM.
b. Members who do not have or who have forgotten their User ID and Password, may obtain / generate / retrieve the same, for attending the AGM, by following the procedure given in the instruction at Note No.18C vii III.
Members who would like to express their views or ask questions during the AGM may register themselves by logging on to https://emeetings.kfintech.com and clicking on the 'Speaker Registration' option available on the screen after log in. The Speaker Registration will be open during Tuesday, August 24, 2021 to Wednesday, August 25, 2021. Only those members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.
Members will be allowed to attend the AGM through VC/OAVM on first come first serve basis.
Facility to join the meeting shall be opened thirty minutes before the scheduled time of the AGM and shall be kept open throughout the proceedings of the AGM.

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Members who need assistance before or during the AGM, can contact KFinTech on [email protected] or call on toll free number 1800-309-4001 (from 9:00 a.m. IST to 5:00 p.m. IST). Kindly quote your name, DP ID-Client ID/ Folio no. and E-voting Event Number ("Even") in all your communications.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.
Institutional /Corporate Members (that is, other than Individuals, HUFs, NRIs, etc.) are required to send the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), at e-mail id : [email protected] with a copy marked to [email protected]. Such authorisation shall contain necessary authority in favour of its authorised representative(s) to attend the AGM.
Members attending the AGM through VC/OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act.
Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM ("Insta Poll"):

18. A. E-VOTING FACILITY:

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Listing Regulations, read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, the Company is providing to its members facility to exercise their right to vote on resolutions proposed to be passed at AGM by electronic means ( "e-voting" ). Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below ( "remote e-voting'' ). Further, the facility for voting through electronic voting system will also be made available at the Meeting ( "Insta Poll" ) and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta Poll.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

The Company has engaged the services of KFinTech as the agency to provide e-voting facility.

The manner of voting, including voting remotely by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode (iii) Shareholders holding shares of the Company in physical mode, and (iv) Members who have not registered their email addresses is provided in the instructions given below.

The remote e-voting facility will be available during the following voting period:

IST IST

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

Voting rights of a member/beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding share in the paid-up equity share capital of the Company as on the cut-off date i.e. Saturday, August 21, 2021 ("Cutoff Date").

The Board of Directors of the Company has appointed Mr. Himanshu Kamdar, Practicing Company Secretary (Membership No. FCS 5171) Partner, Rathi & Associates, Company Secretaries, as Scrutinizer to scrutinize the remote e-voting and Insta Poll process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

B. INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

i. The members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.
ii. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

cast the vote again.

iii. A member can opt for only single mode of voting i.e. through remote e-voting or Voting at the Meeting ("Insta Poll"). If a Member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as "INVALID".
iv. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut off date only shall be entitled to avail the facility of remote e-voting or for participation at the AGM and voting through Insta Poll. A person who is not a member as on the cut-off date, should treat the Notice for information purpose only.
v. The Company has opted to provide the same electronic voting system at the Meeting, as used during remote e-voting, and the said facility shall be operational till all the resolutions proposed in the Notice are considered and voted upon at the Meeting and may be used for voting only by the Members holding shares as on the Cut-off Date who are attending the Meeting and who have not already cast their vote(s) through remote e-voting.

C. REMOTE E-VOTING

vi. INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE

As per circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, all " individual shareholders holding shares of the Company in demat mode " can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access remote e- voting, as devised by the Depositories / Depository Participant(s) , is given below:

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Procedure to login through websites of Depositories

National Securities Depository Limited ("NSDL")	Central Depository Services (India) Limited ("CDSL")
1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure:	1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure:
i. Type in the browser / Click on the following e-Services link : https://eservices.nsdl.com	i. Type in the browser / Click on any of the following links: or and click on New System Myeasi / Login to My Easi option under Quick Login(best operational in Internet Explorer 10 or above and Mozilla Firefox) https://web.cdslindia.com/myeasi/home/login www.cdslindia.com
ii. Click on the button"Beneficial Owner"available for login under'IDeAS'section.	ii. Enter your User ID and Password for accessing Easi / Easiest.
iii. A new page will open. Enter your User ID and Password for accessing IDeAS.	iii. You will see Company Name: "Hathway Bhawani Cabletel & Datacom Limited" on the next screen.Click on the e-Voting link available against Hathway Bhawani Cabletel & Datacom Limited or select e- Voting service provider "KFinTech"and you will be re- directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
iv. On successful authentication, you will enter your IDeAS service login. Click on"Access to e-Voting" under Value Added Serviceson the panel available on the left hand side.
v. Click on"Active E-voting Cycles"option under E- voting.
vi. You will see Company Name: "Hathway Bhawani Cabletel & Datacom Limited" on the next screen.Click on the e-Voting link available against Hathway Bhawani Cabletel & Datacom Limited or select e-

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Voting service provider "KFinTech"and you will be re- directed to the e-Voting page of KFinTech to cast your vote without any further authentication.	Voting service provider "KFinTech"and you will be re- directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:		2. Users not registered for Easi/Easiest facility of CDSL may follow the following procedure:
i. To register, type in followinge-Services link:	the browser / Click on the https://eservices.nsdl.com	i. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasi/Registration/EasiRegistration
ii. Select option"Register Online for IDeAS"available on the left hand side of the page		ii. Proceed to complete registration using your DP ID- Client ID (BO ID), etc.
iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.		iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
iv. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
3. Users may directly access the e-Voting module of NSDL as per the following procedure:		3. Users may directly access the e-Voting module of CDSL as per the following procedure:
i. Type in the browser / Click on the following link: https://www.evoting.nsdl.com/		i. Type in the browser / Click on the following links: / www.cdslindia.com https://www.evotingindia.com

ii. Click on the button"Login"available under "Shareholder/Member"section.		ii. Provide Demat Account Number and PAN
iii. On the login page, enter User ID (that is, 16- character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL's e- voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verification Code as shown on the screen.		iii. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account.
iv. On successful authentication, you will enter the e- voting module of NSDL. Click on"Active E-voting		iv. On successful authentication, you will enter the e- voting module of CDSL.Click on the e-Voting link

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Cycles / VC or OAVMs" option under E-voting. You will available against Hathway Bhawani Cabletel & see Company Name: Datacom Limited or select e-Voting service provider "KFinTech" and you will be re-directed to the e-Voting "Hathway Bhawani Cabletel & Datacom Limited" on the page of KFinTech to cast your vote without any further next screen. Click on the e-Voting link available authentication. against Hathway Bhawani Cabletel & Datacom Limited or select e-Voting service provider "KFinTech" and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Procedure to login through their demat accounts / Website of Depository Participant

Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for "e-Voting" will be available once they have successfully logged-in through their respective logins. Click on the option "e-Voting" and they will be redirected to e-Voting modules of NSDL/CDSL (as may be applicable). Click on the e-Voting link available against Hathway Bhawani Cabletel & Datacom Limited or select e-Voting service provider "KFinTech" and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID / Password are advised to use "Forgot User ID" / "Forgot Password" options available on the websites of Depositories / Depository Participants.

Contact details in case of any technical issue on NSDL Website	Contact details in case of any technical issue on CDSL Website
Members facing any technical issue during login can contact NSDL helpdesk by sending a request at or call at toll free nos.: 1800 1020 990 / 1800 22 44 30 [email protected]	Members facing any technical issue during login can contact CDSL helpdesk by sending a request at or contact at 022- 23058738 or 022-23058542-43. [email protected]

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vii. INFORMATION AND INSTRUCTIONS FOR REMOTE EVOTING BY (I) SHAREHOLDERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE AND (II) ALL SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE
IA. In case member receives an e-mail from the Company/ KFinTech [for members whose e-mail address is registered with the Company/ Bigshare Services Pvt Ltd/ Depository Participant(s)]:
a. Launch internet browser by typing the URL: https://evoting.kfintech.com
b. Enter the login credentials (User ID and password given in the e-mail) . The E-Voting Event Number+Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with KFinTech for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.kfintech.com or contact toll-free number 1800-309-4001 (from 9:00 a.m.IST to 5:00 p.m.IST) for your existing password.
c. After entering these details appropriately, click on "LOGIN".
d. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
e. You need to login again with the new credentials.
f. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Hathway Bhawani Cabletel & Datacom Limited.
g. On the voting page, enter the number of shares as on the cut-off date under either "FOR" or "AGAINST" or alternatively, you may partially enter any

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number under "FOR" / "AGAINST", but the total number under "FOR" / "AGAINST" taken together should not exceed your total shareholding as on the cut-off" date. You may also choose to "ABSTAIN" and vote will not be counted under either head.

h. Members holding shares under multiple folios/demat accounts shall choose the voting process separately for each of the folios / demat accounts.
i. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as "ABSTAINED".
j. You may then cast your vote by selecting an appropriate option and click on "SUBMIT".
k. A confirmation box will be displayed. Click "OK" to confirm, else "CANCEL" to modify.
l. Once you confirm, you will not be allowed to modify your vote.
m.Corporate/Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution/Power of Attorney/Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: [email protected] with a copy marked to [email protected]. Such authorization shall contain necessary authority for voting by its authorized representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be "Corporate Name EVEN."
IB. In case of a member whose e-mail address is not registered / updated with the Company/ Bigshare Services Pvt Ltd/Depository Participant(s), please follow the following steps to generate your login credentials:
a. Members holding Equity Shares of the Company in physical mode, who have not registered / updated their email address with the Company, may

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get their e-mail address registered/updated with Bigshare Services Pvt Ltd, Registrar and Transfer Agent ("RTA") by clicking the link: https://www.bigshareonline.com/InvestorRegistration.aspx on the website www.bigshareonline.com under For Investors tab by choosing the E mail / Bank Registration heading and following the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, PAN, mobile number and e mail id. In case of any query, a member may send an e-mail to RTA at [email protected].

b. Members holding shares in dematerialised mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register/update their email addresses with the Depository Participant(s) with whom they maintain their demat accounts.
c. After due verification, KFinTech will forward your login credentials to your registered email address.
d. Follow the instructions at I(A) (a) to (m) to cast your vote.
II. Members can also update your mobile number and e-mail ID in the "user profile details" in their e-voting login on https://evoting.kfintech.com which may be used for sending further communication(s).
III. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date/any Member who has forgotten the User Id and Password, may obtain/generate/retrieve the same from KFinTech in the manner as mentioned below:
a. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL: MYEPWD 1402345612345678

Example for Physical: MYEPWD XXXXXX0000123

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

b. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click "Forgot Password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
c. Member may call on KFinTech's toll-free number 1800-309-4001 (from 9:00 a.m. IST to 5:00 p.m. IST)
d. Member may send an e-mail request to [email protected]. After due verification of the request, User ID and password will be sent to the member.
e. If the member is already registered with KFinTech's e-voting platform, then he/she/it can use his/her/its existing password for logging in.
IV. In case of any query pertaining to e-voting, members may refer to the "Help" and "FAQs" sections/ E-voting user manual available through a dropdown menu in the "Downloads" section of KFinTech's website for e-voting: https://evoting.kfintech.com or contact KFinTech as per the details given under sub-point no. V below.

V. Members are requested to note the following contact details for addressing e-voting grievances:

Mr. S.V Raju, Deputy General Manager KFin Technologies Private Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032, India Toll-free No.: 1800-309-4001 (from 9:00 a.m. IST to 5:00 p.m. IST) E-mail: [email protected]

D. INSTA POLL:

VI. INFORMATION AND INSTRUCTIONS FOR INSTA POLL:

Facility to vote through Insta Poll will be made available on the Meeting page (after you log into the Meeting) and will be activated once the Insta

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Poll is announced at the Meeting.

E. E-VOTING RESULT:
VII. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting (Insta Poll) and votes cast through remote e -voting, make a consolidated Scrutinizer's Report and submit the same to the Chairman. The result of e-voting along with the consolidated Scrutinizer's Report will be declared in accordance with the applicable provisions of SEBI Regulations and will be placed on the website of the Company: www.hathwaybhawani.com and on the website of KFinTech at: https://evoting.kfintech.com. The result will simultaneously be communicated to the Stock Exchange.
VIII. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, i.e. Saturday, August 28, 2021.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM.

All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].

Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Tuesday, August 24, 2021 through email on [email protected]. The same will be replied by the Company suitably.
The Annual Accounts of the subsidiary Company shall be available at the website of the Company www.hathwaybhawani.com.

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OTHER INFORMATION

As mandated by the Securities and Exchange Board of India ("SEBI"), Securities of the Company can be transferred/traded only in dematerialised form. Members holding shares in physical form are advised to avail of the facility of dematerialisation.
Members holding shares in physical form are advised to register nomination in respect of their shareholding in the Company. Nomination Form (SH-13) is available on the Company's website and can be accessed at link https://www.hathwaybhawani.com/assets/pdf/Nomination%20Form_HBCDL.pdf
Members holding shares in electronic mode are:
a) requested to submit their PAN and bank account details to their respective Depository Participants ("DPs") with which they are maintaining their demat accounts.

b) advised to contact their respective DPs for registering nomination.

By Order of the Board of Directors

Ajay Singh Company Secretary and Compliance Officer FCS 5189

Mumbai, April 15, 2021

Registered Office

805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400098

CIN: L65910MH1984PLC034514

Tel: 02240542500 Fax: 02240542700 Website: www.hathwaybhawani.com E-mail: [email protected]

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

NOTES:

ANNEXURE TO THE NOTICE DATED APRIL 15, 2021 Details of directors retiring by rotation and seeking re-appointment at the Meeting

Name of the Director	Ms. Pranjali Gawde
Age	39
Nationality	Indian
Date of First Appointment on the Board	June 26, 2020
Qualification	Chartered Accountant
Experience ( including expertise in Specific Functional Area) / Brief resume	Extensive experience in the field of Corporate Finance and Accounts
Terms and Conditions of Re-appointment	In terms of provision of Section 152(6) of the Companies Act, 2013, Ms. Pranjali Gawde who was appointed as a Non-Executive Director at the Annual General Meeting held on September 25, 2020 is liable to retire by rotation
Remuneration last drawn (FY 2020-21)	NIL
Remuneration proposed to be paid	NIL
Number of shares held in the Company as on March 31, 2021	NIL
Disclosure of relationships between directors inter-se/ Key Managerial Personnel	Ms. Pranjali Gawde is not related, directly or indirectly, to any Directors/ Key Managerial Personnel of the Company
Number of meetings of the Board attended during the financial year 2020-21	Three
Names of listed entities in which the director holds the directorship and the membership of the Committees of the Board as on March 31, 2021	Listed entities in which the director holds the directorship Hathway Bhawani Cabletel & Datacom Limited Ms. Pranjali Gawde holds membership in 3 (three) Committee of Hathway Bhawani Cabletel & Datacom Limited • Audit Committee • Corporate Social Responsibility Committee • Stakeholders Relationship Committee

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

BOARD’S REPORT

Dear Members,

The Board of Directors are pleased to present the Company's 37 Annual Report and the Company's audited financial statement for the financial year ended March 31, 2021.

1. Financial Results

The Company's financial performance for the year ended March 31, 2021 is summarized below: -

(Rs. in lakhs)

	STANDALONE	STANDALONE	CONSOLIDATED	CONSOLIDATED
	2020-21	2019-20	2020-21	2019-20
Revenue from Operations	436.00	487.29	436.00	487.29
Other Income	5.32	25.96	5.32	25.96
Profit /(Loss) before Tax	137.17	216.08	137.10	218.99
Less: Current Tax	(6.52)	6.29	(6.52)	6.29
Deferred Tax	36.66	(157.03)	36.66	(157.03)
Profit/ (Loss) for theyear	107.03	366.82	106.96	369.73
Add: Other Comprehensive Income(OCI)	0.32	(2.55)	0.35	(2.52)
Total Comprehensive Income for the year	107.35	364.27	107.31	367.21
Add:Opening Balance in Retained Earnings and OCI(Adjusted)	(830.94)	(1195.21)	(836.36)	(1203.57)
Less:Appropriation	-	-	-	-
- General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(723.59)	(830.94)	(729.05)	(836.36)

2. Transfer to Reserves

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

3. Result of Operations and State of Company's affairs

During the year under review, the total revenue from operations was Rs. 436 lakhs on

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standalone and Rs.436 lakhs on consolidated basis as compared to the last year's revenue of Rs. 487.29 lakhs on standalone and Rs. 487.29 lakhs on consolidated basis respectively. The Profit after tax of your Company was Rs.107.03 lakhs on standalone basis and Rs. 106.96 lakhs on consolidated basis as compared to the last year's Profit after tax was Rs.366.82 lakhs on standalone basis and Rs. 369.73 lakhs on consolidated basis respectively.

4. Details of Material changes from the end of the Financial Year till the date of this Report

There were no material changes taken place from the end of the financial year till the date of this Report.

5. Dividend

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

6. Management Discussion and Analysis

Management's Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)")is presented in a separate section, which forms part of the Annual Report.

7. Business Operations of the Company

The Company provides Cable Television Service with Transparency to end customers and providing them with the freedom to watch television of their choice and enabling LCO partners with the best-in-class technology toolkit to increase their business has been the driving force behind all our industry-first initiatives in the financial year 2020-21.

Apart from further investment in enhancing our systems and technical capabilities to ensure uninterrupted service to esteemed consumers, the following new initiatives were taken this year:

Automated reminders and additional payment systems through MyJio App and other wallets;

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Customers were provided with a channel selector app from Trai, through Cable TV Service Provider Hathway Digital Limited which being the first few MSOs to do the same;
New digital eCAF process including IVR-based authentication in addition to OTP process;

The Company has successfully increased engagement with cable TV consumers by implementing many new DPO packs for all regions. Packaging is based on extensive consumer research and focussed group interviews with the customers along with input from Local Cable Operators.

These initiatives will help company to increase consumer loyalty and to retain customers for a longer duration as well as get many more new customers.

Below are few initiatives which were undertaken as part of this increased engagement:

e-Invoicing system developed to facilitate GST compliance.
Online dashboards for LCOs on the LCO portal to engage and give them the data which will help them to increase their business and the same also being used by the Cable TV Service Provider Hathway Digital Limited to reward and recognise best performing LCOs.

8. Consolidated Financial Statement

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

9. Subsidiary Company

During the year under review and till the date of this report, no new company has become or ceased to be subsidiary of the Company.

A Statement providing details of performance and salient features of the financial statements of Subsidiary company, as per Section 129(3) of the Act, "AOC-1" is provided as Annexure I to this Report.

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The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required are available on Company's website and can be accessed at www.hathwaybhawani.com. The financial statement of the subsidiary Company can also be accessed at the Company's website.

The Company has formulated a policy for determining Material Subsidiaries. The aforesaid Policy is placed on the Company's website and can be accessed at https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf

10. Secretarial Standards

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

11. Directors' Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 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.

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12. Contracts and arrangements with Related Parties

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

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at

https://www.hathwaybhawani.com/assets/pdf/hathway-bhawani-related-party-transactions-policy.pdf

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

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 of the Company inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy can be accessed on the Company's website at https://www.hathwaybhawani.com/assets/pdf/CSR-Policy.pdf

In terms of the CSR Policy, the focus areas of engagement shall be rural development, affordable healthcare solutions, access to quality education, environmental sustainability, protection of national heritage and other need based initiatives in compliance with Schedule VII to the Act.

In terms of Section 135 (1) read with Section 135 (5) of the Act, the Company was not

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required to spent any amount on Corporate Social Responsibility activities during the year under review.

14. Risk Management

The Company has adopted detailed and exhaustive Risk Management framework which is designed to enable risks to be identified, analyzed, assessed and mitigated appropriately. The Board of Directors of the Company has been entrusted with the responsibility of overseeing effective implementation, monitoring of risk management plan and policy, continuous review and obtaining assurance from the management for timely identifying, managing and mitigating the 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 adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

The internal financial controls have been embedded in the business processes. Assurance on 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.

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

16. Directors and Key Managerial Personnel

Retiring by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Pranjali Gawde (DIN: 08754715),Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board of Directors has recommended her reappointment.

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Resignation

Mr. Rajesh Mittal had resigned as Non-Executive Director of the Company with effect from June 16, 2020. Ms. Nerissa Britto had resigned as Non-Executive Director of the Company with effect from October 22, 2020. Your Directors had placed their sincere appreciation for the services rendered by them during their tenure as Non-Executive Directors of the Company.

Change in the Key Managerial Personnel of the Company

During the year under review, Mr. Ajay Singh was appointed as the Company Secretary and Compliance Officer with effect from May 13, 2020.

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

The Company has received separate declarations from all Independent Directors of the Company, respectively confirming that:

i) they meet with the criteria of independence as prescribed under Section 149(6) of the Act.

ii) they have registered their names in the Independent Directors' Databank.

The Company has devised the Nomination and Remuneration Policy, which can be accessed on the Company's website at

- - https://www.hathwaybhawani.com/assets/pdf/hathway bhawani nrc policy.pdf

The Policy sets out the guiding principles for the Nomination and Remuneration Committee (NRC) 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 also 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 also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no major change in the aforesaid policy during the year.

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17. Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directorswhich include criteria for performance evaluation of Non-Executive Directors and Independent Directors.

The annual performance evaluation of the Board, its Committees and Individual Directors was carried out during the year by the NRC. A consolidated report was shared by the NRC with the Chairman of the Board for his review and giving feedback to each Director. The Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent directors and the Board as a whole.

18. Auditors and Auditors' Report

Statutory Auditors

M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No. 107023W) were appointed as Statutory Auditors of the Company for a term of 5(five) consecutive years, at the Annual General Meeting held on September 26, 2017. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

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

Secretarial Auditor

The Board of Directors of the Company had appointed M/s.Rathi & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is provided as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

19. Disclosures

Meetings of the Board

The Board of Directors met five times during the financial year on April 17, 2020, May 13, 2020, July 14, 2020, October 10, 2020 and January 12, 2021. The intervening gap between two consecutive meetings was within the period specified under the Act.

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Audit Committee

The Audit Committee of the Company comprises of 3 members viz. Mr. Dilip Worah, Independent Director (Chairman), Mr. L. K. Kannan, Independent Director and Ms. Pranjali Gawde, Non-Executive Director of the Company are the Members of the Committee.The constitution and terms of reference of the Committee is as per Section 177 of the Act. All recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met four times during the year on April 17, 2020, July 14, 2020, October 10, 2020 and January 12, 2021.

Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee comprises of 4 members viz.Mr. Dilip Worah, Independent Director (Chairman), Mr. L. K. Kannan, Independent Director, Mr. Vatan Pathan and Ms. Pranjali Gawde, Non-Executive Directors are Members of the Committee.No meeting of the CSR Committee was held during the year.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) comprises of 3 members viz. Mr L.K.Kannan, Independent Director (Chairman), Mr Dilip Worah, Independent Director and Mr Vatan Pathan, Non-Executive Director of the Company are the Members of the Committee.The NRC Committee met four times during the year on April 17, 2020, May 13, 2020, July 14, 2020 and January 12, 2021.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of 3 members viz.Mr Vatan Pathan, Non-Executive Director (Chairman), Ms. Pranjali Gawde, Non-Executive Director and Mr Dilip Worah, Independent Director of the Company are the Members of the Committee. The Committee met four times during the year on April 17, 2020, July 14, 2020, October 10, 2020 and January 12, 2021.

20. Vigil Mechanism

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

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Audit Committee of the Company.

The Vigil Mechanism and Whistle Blower Policy can be accessed on the Company's website at https://www.hathwaybhawani.com/assets/pdf/vigil-mechanism-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.

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

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

22. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

23. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return is available on the Company's website and can be accessed at

https://www.hathwaybhawani.com/assets/pdf/Annual%20Return%20AGM%202021.pdf

24. 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 email id [email protected]

25. Prevention of Sexual Harassment at Workplace

In accordance with the requirement of the Sexual Harassment of Women at Workplace

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

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

26. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items 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 were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
v) Fraud has been 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)Maintaining of cost records in terms of section 148(1) of the Act.

viii)Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.
ix) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
x) Instance of one-time settlement with any Bank or Financial Institution.

xi) Statement of deviation or variation in connection with preferential issue.

xii)Issue of debentures/bonds/warrants/any other convertible securities.

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

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27. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and employees.

For and on behalf of the Board

Sd/Sd/- Vatan Pathan Pranjali Gawde Director & CEO Director DIN: 07468214 DIN: 08754715

Date: April 15, 2021 Place: Mumbai

Registered Office

805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400 098 CIN: L65910MH1984PLC034514 Tel No. 02240542500 Fax: 02240542700 Website: www.hathwaybhawani.com E-mail: [email protected]

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

1 Hathway Bhawani NDS Network Limited 13/10/10

For and on behalf of the Board

Sd/Sd/- Vatan Pathan Pranjali Gawde Director & CEO Director DIN: 07468214 DIN: 08754715

Date: April 15, 2021 Place: Mumbai

Registered Office

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Annexure II

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

To,

The Members

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

805/806, Windsor, 8th Floor,

Off. CST Road, Kalina, Santacruz (East), Mumbai - 400 098

Dear Sirs,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Hathway Bhawani Cabletel & Datacom Limited (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion there on.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2021, according to the provisions of:
(i) The Companies Act, 2013 ('the Act') and the rules made there under;

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii)The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv)Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'), to the extent applicable:-
- a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015;
- b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;and
- c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015
Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI Act') were not applicable to the Company under the Financial Year under report:-
(i) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;
(ii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(iii)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(iv)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; and
(v) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014.
(vi)The Securities and Exchange Board of India (Issue of Capital and Disclosure

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Requirements) Regulations, 2018;

Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of External Commercial Borrowings and Overseas Direct Investment were not attracted to the Company under the financial year under report.
We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, the Company has complied with the following laws specifically applicable to the Company:
(i) Cable Television Networks (Regulation) Act, 1995, Cable Television Network (Regulation) Rules, 1994 and Content Certification Rules,2008;
(ii) The Cinematography Act,1952;
(iii)Telecom Regulatory Authority of India Act,1997;
(iv)Indecent Representation of Women (Prohibition) Act,1986.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013 for the Board Meetings and General Body Meetings; and

b) The Listing Agreements entered into by the Company with BSE Limited.

During the financial year under report, the Company has:

generally complied with the provisions of the Secretarial Standards referred to above;
complied with the provisions of the other applicable Acts, Rules, Regulations, Guidelines etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including woman director in

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

compliance with the provisions of the Companies Act, 2013. The changes in the composition of the Board of Directors that took place during the period under report were carried out in compliance with the provisions of the Act.

Adequate Notice was given to all Directors to schedule the Board meetings and the agenda and detailed notes on agenda were sent at least seven days in advance, except in case of meeting called at a shorter notice. Further, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings, the decisions of the Board were taken unanimously.

None of the members have communicated dissenting views, in the matters / agenda proposed from time to time for consideration of the Board and its Committees thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has not undertaken any event/action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For RATHI & ASSOCIATES COMPANY SECRETARIES

Sd/- JAYESH SHAH PARTNER FCS: 5637 Date: April 15, 2021 COP: 2535 Place: Mumbai UDIN: F005637C000100523

Note: This report should be read with our letter of even date which is annexed as Annexure-I and forms an integral part of this report.

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

ANNEXURE - I

To, The Members of HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Mumbai.

Our report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company; Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For RATHI & ASSOCIATES COMPANY SECRETARIES Sd/- JAYESH SHAH PARTNER FCS: 5637 Date: April 15, 2021 COP: 2535 Place: Mumbai UDIN: F005637C000100523

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Annexure III

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy

(i) Steps taken for conservation of energy:

During the year under review, the Company was not engaged in any manufacturing or processing activity. Considering the nature of the Company's business, there is no reporting to be made on conservation of energy in its operations.

Notwithstanding, the Company recognises the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy efficient manner.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Nil

(iii) The capital investment on energy conservation equipment:
Nil

B. Technology Absorption

(i) Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

None

(iii) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

(iv) Expenditure incurred on research and development:

None

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows-NIL Foreign Exchange outgo in terms of actual outflows-NIL

For and on behalf of the Board

Sd/Sd/- Vatan Pathan Pranjali Gawde Director & CEO Director DIN: 07468214 DIN: 08754715

Date: April 15, 2021 Place: Mumbai

Registered Office

805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400 098 CIN: L65910MH1984PLC034514 Tel No. 022 40542500 Fax: 022 40542700 Website: www.hathwaybhawani.com E- mail: [email protected]

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

MANAGEMENT DISCUSSION & ANALYSIS REPORT

MEDIA & ENTERTAINMENT INDUSTRY

The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is making significant strides. Proving its resilience to the world, Indian M&E industry is on the cusp of a strong phase of growth, backed by rising consumer demand and improving advertising revenue. The industry has largely been driven by increasing digitisation and higher internet usage over the last decade. Internet has almost become a mainstream media for entertainment for most of the people.

Media is consumed by audience across demographics and various avenues such as television, films, out-of-home (OOH), radio, animation, and visual effect (VFX), music, gaming, digital advertising, and print.

The last quarter of 2020 showed some improvement in revenues for most segments and we expect the M&E sector to recover 25% in 2021 to reach INR1.73 trillion (US$23.7 billion) and then to grow at a CAGR of 13.7% to reach INR2.23 trillion (US$30.6 billion) by 2023

While television remained the largest segment, digital media has overtaken print, and online gaming outpaced a disrupted filmed entertainment segment in 2020

Digital and online gaming were the segments which grew in 2020 adding an aggregate of INR26 billion and consequently, their contribution to the M&E sector increased from 16% in 2019 to 23% in 2020. Other segments fell by an aggregate of INR465 billion. Largest absolute contributors to the fall were the filmed entertainment segment (INR119 billion), print (INR106 billion) and television (INR102 billion). The share of traditional media (television, print, filmed entertainment, OOH, radio, music) stood at 72% of M&E sector revenues in 2020

OPPORTUNITIES, THREATS AND BUSINESS OUTLOOK

Tariff Order implementation resulting in identifying the demand for the channel / bouquet of channels as the subscribers will choose and view their choice of channels as per the MRP declared by the broadcasters.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

DPOs get the benefit of creating tailor made packs as per the overall consumer's demand per market requirement

The Company is taking various steps to improve performance by:

a) Improving efficiency though combination of strategies such as channel packages, promoting HD and persuading consumers to move towards DPO packs comprised with most viewed channel / content at a reasonably affordable price
b) Optimization of overheads by exercising effective control and regular review mechanism
c) Enhancement of order to cash cycle management efficiency

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has proper and adequate internal control system under which management reports on key performance indicators and variance analysis are made. Regular Management committee meetings are held where these reports and variance analysis are discussed and action plan initiated with proper follow up. Operational Reports are tabled at Board Meetings after being discussed in Audit Committee meetings.

BUSINESS PERFORMANCE

The Company is providing Cable Television Network Services which is considered as the only reportable segment. The company's operations are based in the state of Maharashtra, India.

HUMAN RESOURCES

An Orientation has been given to the personnel policy with emphasis on performance. Employee strength was managed at various levels with reallocation of responsibilities for better utilisation of resources.

Measures are continuing to facilitate higher levels of output and productivity. Managerial Effectiveness is being improved by appropriate development and training programs, better coordination and improvement in communications.

As of March 31, 2021, there were 13 permanent employees on the rolls of the company.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

COMPANY'S FINANCIAL PERFORMANCE AND ANALYSIS

(Rs. In Lakhs)

	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Year ended March 31
	2021	2020
INCOME
Revenue from Operations	436.00	487.29
Other Income	5.32	25.96
TOTAL INCOME	441.32	513.25

EXPENSES
Feed Charges	111.03	98.75
Other Operational Expenses	32.31	47.73
Employee Benefit Expenses	58.08	44.58
Finance Cost	6.58	14.65
Depreciation,amortisation and impairment	17.55	22.36
Other Expenses	78.60	69.10
TOTAL	304.15	297.17

Profit /(Loss) before exceptional	137.17	216.08
Items and tax
Profit /(Loss)Before Taxation	137.17	216.08
Tax Expense
Current tax	(6.52)	6.29
Deferred tax	36.66	(157.03)
Profit /(Loss)After Taxation	107.03	366.82

Other Comprehensive Income	0.32	(2.55)
Total Comprehensive Income for theyear	107.35	364.27

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Operational Review

The financial statements of your company have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended 31 March 2021, the Company's total comprehensive Income for the period is Rs. 107.35Lakhs and Net worth is Positive by Rs. 86.41 lakhs.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectation may be "forward-looking" within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

INDEPENDENT AUDITOR'S REPORT

To the Members of Hathway Bhawani Cabletel & Datacom Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Hathway Bhawani Cabletel & Datacom Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Code of Ethics issued by ICAI. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in Annual report but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Materiality is the magnitude of the misstatement in the standalone financial statements that, individually or in aggregate, makes it probable in the standalone financial statements that, knowledgeable user of the financial statement may be influenced. We consider quantitative materiality and qualitative factors in; (i) planning the scope of our audit work and evaluating the results of our work; and (ii) to evaluate the effects of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraphs 3 and 4 of the Order.
As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued thereunder and relevant provisions of the Act;
e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has not paid remuneration to its directors during the year. Accordingly, the provisions of section 197 of the Act are not applicable to the Company;

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

i. The Company has disclosed the impact of pending litigations as at March 31, 2021 on its financial position in its standalone financial statements - Refer Note 4.01 to standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There were no amount which were required to be transferred to the Investor Education and Protection Fund.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

Place: Mumbai Dated this 15th day of April, 2021

K.Y. Narayana Partner Membership No. 060639 UDIN: 21060639AAAAFV5789

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Annexure A to the Independent Auditor's Report

Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" of our report on even date to the members of the Company on standalone financial statements for the year ended March 31, 2021:

(i) (a) The Company has maintained records of Property, Plant and Equipment showing particulars of assets including quantitative details and location except in case of certain types of distribution equipments. In view of the management, nature of such assets and business is such that maintaining location-wise particulars is impractical;
(b) According to the information and explanation given to us, Property, Plant and Equipments, were physically verified during the year as per the programme of verification adopted by the management, which, in our opinion, is reasonable. Material discrepancies arising on such physical verification have been properly dealt within the books of accounts;
(c) The Company neither hold any immovable properties nor has taken any immovable properties on lease and classified as Right to Use assets in the standalone financial statements. Accordingly, the paragraph 3(i)(c) of the Order regarding title deeds of immovable properties is not applicable;
(ii) According to the information and explanation given to us, the Company does not hold any inventories and accordingly paragraph 3(ii) of the Order is not applicable;
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii)(a), (b) and (c) of the order are not applicable;
(iv) The Company has not granted any loans or made any investment or provided any guarantees or security to the parties covered under the section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the order is not applicable;

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable to the Company. We have been informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard;
(vi) The Central Government has not prescribed maintenance of cost records under section 148(1) of the Act, for the services rendered by the Company;
(vii)(a) The Company has generally been regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees' state insurance, income tax, goods and service tax, cess and other applicable statutory dues. According to information and explanations given to us, no undisputed statutory dues payable were in arrears as at March 31, 2021, for a period of more than six months from the date they became payable;
(b) According to the information and explanation given to us, there are no outstanding disputed dues payable by the Company in case of income tax, goods and service tax or cess and any other statutory dues as on March 31, 2021;
(viii)The Company has not taken loans from banks, financial instituitions and government during the year. Further, the Company has not issued any debentures. Accordingly, paragraph 3(viii) of the Order is not applicable;
(ix) The Company has neither raised any money by way of initial public offer or further public offer (including debt instruments) nor taken any term loans during year under audit. Accordingly, paragraph 3(ix) of the Order is not applicable;
(x) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year;
(xi) According to the information and explanations given to us and based on our examination

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

of the records of the Company, the Company has not paid/provided managerial remuneration. Accordingly, paragraph 3(ix) of the Order is not applicable;

(xii)In our opinion and according to information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable;
(xiii)According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards;
(xiv)According to information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable;
(xv)Based on our audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements, the Company has not entered into any non -cash transactions with directors. We have been informed that no such transactions have been entered into with person connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable; and
(xvi)The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W K.Y. Narayana Partner Place: Mumbai Membership No. 060639 Dated this 15th day of April, 2021 UDIN: 21060639AAAAFV5789 ANNUAL REPORT - 2020-21 55

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Annexure B to the Independent Auditor's Report

Referred to in paragraph 2(f) under "Report on Other Legal and Regulatory Requirements" of our report on even date to the members of the Company on standalone financial statements for the year ended March 31, 2021

Opinion

We have audited the internal financial controls with reference to financial statements of the Company as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021 based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ('Guidance Note') issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

Place: Mumbai Dated this 15th day of April, 2021

K.Y. Narayana Partner Membership No. 060639 UDIN: 21060639AAAAFV5789

ANNUAL REPORT - 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

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Significant Accounting Policies and Notes to the Standalone Financial Statements

BACKGROUND

Hathway Bhawani Cabletel & Datacom Limited is a company domiciled in India and incorporated under the provisions of the Companies Act, 1956 having registered office at 805/806, Windsor, Off CST Road, Kalina, Santacruz (East), Mumbai Maharashtra 400098. The Company is engaged in Cable TV business. It's Equity shares are listed on Bombay Stock Exchange (BSE) in India.

Authorization of standalone financial statements

The standalone financial statements were authorised for issue in accordance with a resolution of the Board of directors on April 15, 2021.

1.00 SIGNIFICANT ACCOUNTING POLICIES

This note provides a list of the significant accounting policies adopted in the presentation of these standalone financial statements.

1.01 BASIS OF PREPARATION

(i) Compliance with Ind AS

The standalone financial statements comply in all material aspects with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“the Act”), and relevant rules issued thereunder. In accordance with proviso to the Rule 4A of the Companies (Accounts) Rules, 2014, the terms used in these financial statements are in accordance with the definitions and other requirements specified in the applicable Accounting standards.

(ii) Historical cost convention

The standalone financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which are measured at fair value;

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1.02 ROUNDING OF AMOUNTS

All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lakhs, except where otherwise indicated.

1.03 CURRENT VERSUS NON-CURRENT CLASSIFICATION

The Company presents assets and liabilities in the balance sheet based on current/ non -current classification. An asset is classified as current if:

(i) it is expected to be realised or intended to be sold or consumed in normal operating cycle
(ii) it is held primarily for the purpose of trading
(iii) it is expected to be realised within twelve months after the reporting period, or
(iv) cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is classified as current if:

(i) it is expected to be settled in normal operating cycle
(ii) it is held primarily for the purpose of trading
(iii) it is due to be settled within twelve months after the reporting period, or
(iv) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities on net basis.

All assets and liabilities have been classified as current or non -current as per

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Company’s normal operating cycle. Based on the nature of operations, the Company has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.

1.04 USE OF JUDGEMENTS, ESTIMATES & ASSUMPTIONS

While preparing standalone financial statements in conformity with Ind AS, the management makes certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on our estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecast and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. The management continually evaluate these estimates and assumptions based on the most recently available information.

Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the standalone financial statements are as below:

Key sources of estimation uncertainty

(i) Financial instruments; (Refer note 4.06)

(ii) Useful lives of Property, Plant and Equipment and intangible assets;

(Refer note 1.05 & 1.06)

(iii) Obligations relating to employee benefits; (Refer note 4.03)

(iv) Evaluation of recoverability of deferred tax assets; and

(v) Contingencies (Refer note 4.01).

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1.05 PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price, any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of any decommissioning obligation, if any. The purchase price is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to statement of profit and loss during the reporting period in which they are incurred.

An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of Property, Plant and Equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in statement of profit and loss.

The residual values and useful lives of Property, Plant and Equipment are reviewed at each financial year end, and changes, if any, are accounted prospectively.

Depreciation on Property, Plant & Equipment is provided on straight line method. In accordance with requirements prescribed under Schedule II of Companies Act, 2013, the Company has assessed the estimated useful lives of its Property, Plant & Equipment and has adopted the useful lives and residual value as prescribed in Schedule II.

In case of additions or deletions during the year, depreciation is computed from the month in which such assets are put to use and up to previous month of sale, disposal or held for sale as the case may be. In case of impairment, depreciation is provided on the

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revised carrying amount over its remaining useful life.

All assets costing up to ` 5,000/- are fully depreciated in the year of capitalisation.

1.06 INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles are not capitalised and the related expenditure is reflected in Statement of profit and loss in the period in which the expenditure is incurred.

Intangible Assets acquired separately

Intangible assets comprises of Cable Television Franchise and Softwares. Cable Television Franchise represents purchase consideration of a network that is mainly attributable to acquisition of subscribers and other rights, permission etc. attached to a network.

Intangible assets with finite useful lives that are acquired are recognized only if they are separately identifiable and the Company expects to receive future economic benefits arising out of them. Such assets are stated at cost less accumulated amortization and impairment losses. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in statement of profit and loss when the asset is derecognised.

Amortisation of intangible assets

Intangible assets with finite useful lives are amortized on a straight line basis over their

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useful economic lives and assessed for impairment whenever there is indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at each year end. The amortisation expense on Intangible assets with finite lives and impairment loss is recognised in the Statement of Profit and Loss.

Estimated lives for current and comparative periods in relation to application of straight line method of amortisation of intangible assets (acquired) are as follows:

Softwares are amortized over the license period and in absence of such tenor, over five years.
Cable Television Franchise are amortized over the contract period and in absence of such tenor, over twenty years.

The estimated useful lives, residual values, amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

1.07 IMPAIRMENT OF ASSETS

Carrying amount of Tangible assets, Intangible assets, Investments in Joint Venture (which are carried at cost) are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

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For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or Company’s assets (cash generating units). Nonfinancial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

1.08 CASH AND CASH EQUIVALENTS

For the purpose of Cash Flow Statement, cash and cash equivalents includes cash on hand, deposits held at call with banks or financial institutions and bank overdrafts.

1.09 FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments.

Initial Recognition and Measurement – Financial Assets and Financial Liabilities

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of Profit and Loss.

Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”) on the basis of following:

the entity’s business model for managing the financial assets and
the contractual cash flow characteristics of the financial asset.

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Amortised Cost:

A financial asset is classified and measured at amortised cost if both of the following conditions are met:

the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

FVTOCI:

A financial asset is classified and measured at FVTOCI if both of the following conditions are met:

the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

FVTPL:

A financial asset is classified and measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Impairment of Financial Assets

The Company assesses on a forward looking basis the expected credit losses

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associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Classification and Subsequent measurement: Financial Liabilities

The Company’s financial liabilities include trade and other payables, loans and borrowings.

Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL.

Gains or losses on financial liabilities held for trading are recognised in the Statement of Profit and Loss.

Other Financial Liabilities:

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition of Financial Assets and Financial Liabilities:

The Company derecognises a financial asset when the contractual rights to the cash

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flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred. If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting Financial Instruments:

Financial assets and liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

1.10 INVESTMENT IN JOINT VENTURE

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The Company’s investments in it's joint venture is accounted at cost and reviewed for impairment at each reporting date in accordance with the policy described in note 1.07 above.

1.11 BORROWING COSTS

Borrowing costs directly attributable to the acquisition, construction or production of an

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asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an company incurs in connection with the borrowing of funds.

1.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a current pre-tax rate. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities are disclosed in the case of:

a present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;
a present obligation arising from the past events, when no reliable estimate is possible;
a possible obligation arising from past events, unless the probability of outflow of resources is remote.

Contingent Assets is disclosed when inflow of economic benefits is probable.

1.13 GRATUITY AND OTHER POST-EMPLOYMENT BENEFITS

(i) Short-term obligations

Short term employee benefits are recognised as an expense at an undiscounted

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amount in the Statement of profit & loss of the year in which the related services are rendered.

(ii) Post-employment obligations

The Company operates the following post-employment schemes:

defined benefit plans such as gratuity; and
defined contribution plans such as provident fund

Gratuity obligations

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised at amount net of taxes in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in statement of profit and loss as past service cost.

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Defined contribution plans

The Company contributes to Employees State Insurance Corporation and Provident Fund which are considered as defined contribution plans. The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(iii) Other long-term employee benefit obligations

The liabilities for leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in statement of profit and loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iv) Bonus Plans

The Company recognises a liability and an expense for bonus. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

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1.14 REVENUE RECOGNITION

(i) Income from Rendering of services

The Company derives revenues primarily from Cable TV business.

Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the company expect to receive in exchange for those services. Subscription revenue is recognized ratably over the period in which the services are rendered.

To recognize revenues, the Company applies the following five step approach:

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to the performance obligations in the contract; and
recognize revenues when a performance obligation is satisfied

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

A receivable is a right to consideration that is unconditional upon passage of time. Revenues in excess of billings is recorded as unbilled revenue and is classified as a financial asset for these cases as right to consideration is unconditional upon passage of time. While invoicing in excess of revenue are classified as contract liabilities (which we refer to as unearned revenue).

The Company presents revenues net of indirect taxes in its statement of profit and loss.

(ii) Interest Income

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Interest income from debt instruments is recognised using the effective interest rate method.

1.15 TAXES ON INCOME

Current Tax:

Tax on income for the current period is determined on the basis on estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of assessments / appeals.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax:

Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax

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asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

The break-up of the major components of the deferred tax assets and liabilities as at balance sheet date has been arrived at after setting off deferred tax assets and liabilities where the Company have a legally enforceable right to set-off assets against liabilities.

1.16 EARNINGS PER SHARE (EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders is adjusted for after income tax effect of interest and other financing cost associated with dilutive potential equity shares and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

1.17 LEASES

As a Lessee

The Company's lease arrangements are short term in nature. Accordingly, the Company has elected to recognize the lease payments under short leases as an operating expense on a straight-line basis over the lease term.

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INDEPENDENT AUDITOR'S REPORT

To the Members of Hathway Bhawani Cabletel & Datacom Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Hathway Bhawani Cabletel & Datacom Limited (hereinafter referred to as "the Holding Company") and its joint venture comprising of the Consolidated Balance Sheet as at March 31, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as 'the consolidated financial statements').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the consolidated state of affairs of the Company as at March 31, 2021, its consolidated profit (including other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Holding Company in accordance with the Code of Ethics issued by Institute of Chartered Accountants of India (ICAI), together with the independence requirements that are relevant to

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our audit of the consolidated financial statements under the provisions of the Act and rules made there under and we have fulfilled our other ethical responsibilities in accordance with these requirements and Code of Ethics issued by ICAI. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment and based on the consideration of the report of the other auditor on standalone financial statements and on the other financial information of the joint venture, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon

The Holding Company's Board of Directors is responsible for the other information. The other information comprises the information included in Annual report but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income), consolidated statement of changes in equity and consolidated cash flows of the Holding Company including its joint venture in accordance with Ind AS and other accounting principles generally accepted in India. The Board of Directors of the Holding Company and of its joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the Holding Company and of its joint venture are responsible for assessing the ability of the Holding Company and its joint venture to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Holding Company and of its joint venture are responsible for overseeing the financial reporting process of the Holding Company and of its joint venture.

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Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the

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Holding Company and its joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Holding Company and its joint venture to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities of the Holding Company and its joint venture to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements of the joint venture, as considered in the consolidated financial statements, whose standalone financial statements include the Holding Company's share of net profit of ` 0.07 lakhs for the year ended on March 31, 2021. This financial statements and other financial information have been audited by other auditor whose report has been furnished to us by the management of the Holding Company and our opinion on the consolidated financial statements, to the extent they have been derived from such financial statements is based solely on the report of such other auditor.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Act, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

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b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the report of the other auditor;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;
d. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under section 133 of the Act read with relevant rules issued thereunder and relevant provisions of the Act;
e. On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its joint venture incorporated in India, none of the directors of the Holding Company and its joint venture incorporated in India is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its joint venture incorporated in India and the operating effectiveness of such controls, refer to our separate report in 'Annexure A';
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Holding Company has not paid remuneration to its directors during the year. Accordingly, the provisions of section 197 of the Act are not applicable to the Holding Company; and

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h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of other auditor of the joint venture, as noted in the Other matters paragraph:
i. The Holding Company and its joint venture has disclosed the impact of pending litigations as at March 31, 2021 on its financial position in its consolidated financial statements - Refer Note 4.01 to consolidated financial statements;
ii. The Holding Company and its joint venture did not have any material foreseeable losses on long term contracts including derivative contracts; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its joint venture.

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Annexure A to the Independent Auditor's Report

Referred to in paragraph (f) under Report on Other Legal and Regulatory Requirements' of our Independent Auditor's Report on even date to the members of Hathway Bhawani Cabletel & Datacom Limited ("the Holding Company) on the consolidated financial statements for the year ended March 31, 2021:

Opinion

In conjunction with our audit of the consolidated financial statements of the Holding Company as of and for the year ended March 31, 2021, we have audited the internal financial controls with reference to financial statements of Hathway Bhawani Cabletel & Datacom Limited (hereinafter referred to as 'the Holding Company') and its joint venture, which are companies incorporated in India, as of that date.

In our opinion, the Holding Company and its joint venture, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021 based on the internal controls with reference to financial statements criteria established by the Holding Company, considering the essential components of internal controls stated in the Guidance Note issued by the ICAI

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Holding Company and its joint venture, considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("Guidance Note") issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company and its joint venture, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their report referred to in the "Other Matters" paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company's internal financial control system with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

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accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Other Matters

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements, in so far as it relates standalone financial statements of the joint venture, which is the company incorporated in India, is based on the corresponding report of the auditor of such joint venture incorporated in India.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

Place: Mumbai Dated this 15th day of April, 2021

K. Y. Narayana Partner UDIN: 21060639AAAAFT5187

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Significant Accounting Policies and Notes to the Consolidated Financial Statements

BACKGROUND

Hathway Bhawani Cabletel & Datacom Limited is a company domiciled in India and incorporated under the provisions of the Companies Act, 1956 having registered office at 805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai -400098.The Company is engaged in Cable TV business. Its equity shares are listed on Bombay Stock Exchange (BSE) in India.

Authorisation of consolidated financial statements

The consolidated financial statements were authorized for issue in accordance with a resolution of the Board of directors on April 15, 2021.

1.00 SIGNIFICANT ACCOUNTING POLICIES

This note provides a list of the significant accounting policies adopted in the presentation of these consolidated financial statements. The financial statements are of the Holding Company and it's Joint Venture.

1.01 BASIS OF PREPARATION

(i) Compliance with Ind AS

"The consolidated financial statements comply in all material aspects with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“the Act”), and relevant rules issued thereunder. In accordance with proviso to the Rule 4A of the Companies (Accounts) Rules, 2014, the terms used in these financial statements are in accordance with the definitions and other requirements specified in the applicable Accounting standards."

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(ii) Historical cost convention

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which are measured at fair value.

1.02 ROUNDING OF AMOUNTS

All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest lakhs, except where otherwise indicated.

1.03 CURRENT VERSUS NON-CURRENT CLASSIFICATION

The Holding Company and it’s Joint Venture presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is classified as current if:

(i) it is expected to be realised or intended to be sold or consumed in normal operating cycle
(ii) it is held primarily for the purpose of trading

(iii) it is expected to be realised within twelve months after the reporting period, or

(iv) cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current if:

(i) it is expected to be settled in normal operating cycle

(ii) it is held primarily for the purpose of trading

(iii) it is due to be settled within twelve months after the reporting period, or

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(iv)there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities on net basis.

All assets and liabilities have been classified as current or non-current as per Holding Company’s and it's Joint Venture's normal operating cycle. Based on the nature of operations, the Holding Company and it's Joint Venture has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.

1.04 USE OF JUDGEMENTS, ESTIMATES & ASSUMPTIONS

While preparing consolidated financial statements in conformity with Ind AS, the management makes certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on our estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecast and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. The management continually evaluate these estimates and assumptions based on the most recently available information.

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on the amounts recognized in the consolidated financial statements are as below:

Key sources of estimation uncertainty

(i) Financial instruments; (Refer note 4.06)
(ii) Useful lives of Property, Plant and Equipment and intangible assets; (Refer note 1.06 & 1.07)

(iii) Obligations relating to employee benefits; (Refer note 4.03)

(iv) Evaluation of recoverability of deferred tax assets; and
(v) Contingencies (Refer note 4.01).

1.05 Principles of consolidation and equity accounting

(i) Joint Venture

Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Holding Company has only one joint venture.

Interests in joint venture are accounted for using the equity method (see (ii) below), after initially being recognised at cost in the consolidated balance sheet.

(ii) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Holding Company's share of the post-acquisition profits or losses of the investee in statement of profit and loss, and the Holding Company's share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from

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joint venture are recognised as a reduction in the carrying amount of the investment.

Unrealised gains on transactions between the Holding Company and joint venture are eliminated to the extent of the ‘ Holding Company's interest in this entity. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Holding Company.

The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in note 1.08 below.

1.06 PROPERTY, PLANT AND EQUIPMENT

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Holding Company and it’s Joint Venture and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to statement of profit and loss during the reporting period in which they are incurred.

An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use

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of the asset. Any gain or loss arising on the disposal or retirement of an item of Property, Plant and Equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in statement of profit and loss.

The residual values and useful lives of Property, Plant and Equipment are reviewed at each financial year end, and changes, if any, are accounted prospectively.

Depreciation on Property, Plant & Equipment is provided on straight line method. In accordance with requirements prescribed under Schedule II of Companies Act, 2013, the Holding Company and it’s Joint Venture has assessed the estimated useful lives of its Property, Plant & Equipment and has adopted the useful lives and residual value as prescribed in Schedule II.

All assets costing up to `. 5,000/- are fully depreciated in the year of capitalisation.

1.07 INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles are not capitalised and the related expenditure is reflected in Statement of Profit and Loss in the period in which the expenditure is incurred.

Intangible Assets acquired separately

Intangible assets comprises of Cable Television Franchise and Softwares.

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Cable Television Franchisee represents purchase consideration of a network that is mainly attributable to acquisition of subscribers and other rights, permission etc. attached to a network.

Intangible assets with finite useful lives that are acquired are recognized only if they are separately identifiable and the Holding Company and it’s Joint Venture expects to receive future economic benefits arising out of them. Such assets are stated at cost less accumulated amortization and impairment losses. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Derecognition of intangible assets

Amortisation of intangible assets

Intangible assets with finite useful lives are amortized on a straight line basis over their useful economic lives and assessed for impairment whenever there is indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at each year end. The amortisation expense on Intangible assets with finite lives and impairment loss is recognised in the Statement of Profit and Loss.

Estimated lives for current and comparative periods in relation to application of straight line method of amortisation of intangible assets (acquired) are as follows:

• Softwares are amortised over the license period and in absence of such tenor,

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over five years.

• Cable Television Franchise are amortised over the contract period and in absence of such tenor, over twenty years.

The estimated useful lives, residual values, amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

1.08 IMPAIRMENT OF ASSETS

Carrying amount of Tangible assets, Intangible assets, Investments in Joint Venture (which are accounted under equity method) are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or Holding Company and it’s Joint Venture’s assets (cash-generating units). Non- financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

1.09 CASH AND CASH EQUIVALENTS

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For the purpose of Cash Flow Statement, cash and cash equivalents includes cash on hand, deposits held at call with banks or financial institutions and bank overdrafts.

1.10 FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised when a Holding Company and it’s Joint Venture becomes a party to the contractual provisions of the instruments.

Initial Recognition and Measurement – Financial Assets and Financial Liabilities

Classification and Subsequent Measurement: Financial Assets

The Holding Company and it’s Joint Venture classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”) on the basis of following:

the entity’s business model for managing the financial assets and
the contractual cash flow characteristics of the financial asset.

Amortised Cost:

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A financial asset is classified and measured at amortised cost if both of the following conditions are met:

the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

FVTOCI:

A financial asset is classified and measured at FVTOCI if both of the following conditions are met:

the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

FVTPL:

A financial asset is classified and measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Impairment of Financial Assets

The Holding Company and it’s Joint Venture assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been

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a significant increase in credit risk.

For trade receivables only, the Holding Company and it’s Joint Venture applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Classification and Subsequent measurement: Financial Liabilities

The ‘Holding Company and it’s Joint Venture’s financial liabilities include trade and other payables, loans and borrowings.

Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL.

Gains or losses on financial liabilities held for trading are recognised in the Statement of Profit and Loss.

Other Financial Liabilities:

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

Derecognition of Financial Assets and Financial Liabilities:

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The Holding Company and it’s Joint Venture derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred. If the Holding Company and it’s Joint Venture enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting Financial Instruments:

1.11 BORROWING COSTS

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an company incurs in connection with the borrowing of funds.

1.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognised when the Holding Company and it’s Joint Venture

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has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Contingent liabilities are disclosed in the case of:

• a present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;

• a present obligation arising from the past events, when no reliable estimate is possible;

• a possible obligation arising from past events, unless the probability of outflow of resources is remote.

Contingent Assets is disclosed when inflow of economic benefits is probable.

1.13 GRATUITY AND OTHER POST-EMPLOYMENT BENEFITS

(i) Short-term obligations

Short term employee benefits are recognised as an expense at an undiscounted amount in the Statement of profit & loss of the year in which the related services are rendered.

(ii) Post-employment obligations

The Holding Company and it’s Joint Venture operates the following post -employment schemes:

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defined benefit plans such as gratuity; and
defined contribution plans such as provident fund

Gratuity obligations

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in statement of profit and loss as past service cost.

Defined contribution plans

The Holding Company and it’s Joint Venture contributes to Employees State

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Insurance Corporation and Provident Fund which are considered as defined contribution plans. The Holding Company and it’s Joint Venture pays provident fund contributions to publicly administered provident funds as per local regulations. The Holding Company and it’s Joint Venture has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(iii) Other long-term employee benefit obligations

(iv) Bonus Plans

The Holding Company and it’s Joint Venture recognises a liability and an expense for bonus. The Holding Company and it’s Joint Venture recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

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1.14 REVENUE RECOGNITION

(i) Income from Rendering of services

The Company derives revenues primarily from Cable TV business.

To recognize revenues, the Company applies the following five step approach:

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to the performance obligations in the contract;
recognize revenues when a performance obligation is satisfied

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

The Company presents revenues net of indirect taxes in its statement of profit and loss.

(ii) Interest Income

Interest income from debt instruments is recognised using the effective interest rate method.

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1.15 TAXES ON INCOME

Current Tax:

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred tax:

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The break-up of the major components of the deferred tax assets and liabilities as at balance sheet date has been arrived at after setting off deferred tax assets and liabilities where the Holding Company and it's Joint Venture have a legally enforceable right to set-off assets against liabilities.

1.16 EARNINGS PER SHARE (EPS)

1.17 LEASES

As a Lessee

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-: NOTES :-

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HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

REGISTERED OFFICE :

805/806, Windsor, 8[th] Floor, Off. CST Road, Kalina, Santacruz (East), Mumbai - 400098 CIN: L65910MH1984PLC034514 Tel No. : (022) 40542500 Fax: (022) 40542700 Website: www.hathwaybhawani.com E-mail : [email protected]

AI assistant

Hathway Bhawani Cabletel & Datacom — Annual Report 2021

63641_rns_2021-08-06_b22884fc-53cc-4f15-ac85-f59515a28ca1.pdf

FOR HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Encls: As above

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

37[TH] ANNUAL REPORT 2020-21

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

37th ANNUAL REPORT 2020-21

CONTENTS

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORS

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY & COMPLIANCE OFFICER

STATUTORY AUDITORS

SECRETARIAL AUDITORS

REGISTERED OFFICE

BANKER

REGISTRAR & TRANSFER AGENT

DETAILS OF DEMATERIALISATION OF SHARES

CORPORATE IDENTIFICATION NUMBER: L65910MH1984PLC034514

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

NOTICE

NOTICE IS HEREBY GIVEN THAT THE THIRTY SEVENTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON SATURDAY, AUGUST 28, 2021 AT 2:00 P.M. IST THROUGH VIDEO CONFERENCING ("VC") / OTHER AUDIO-VISUAL MEANS ("OAVM"), TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

By Order of the Board of Directors

Mumbai, April 15, 2021 Registered Office

NOTES:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM ("Insta Poll"):

18. A. E-VOTING FACILITY:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

B. INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

cast the vote again.

C. REMOTE E-VOTING

vi. INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Procedure to login through websites of Depositories

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Procedure to login through their demat accounts / Website of Depository Participant

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

V. Members are requested to note the following contact details for addressing e-voting grievances:

D. INSTA POLL:

VI. INFORMATION AND INSTRUCTIONS FOR INSTA POLL:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

Poll is announced at the Meeting.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

OTHER INFORMATION

Mumbai, April 15, 2021

Registered Office

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

NOTES:

ANNEXURE TO THE NOTICE DATED APRIL 15, 2021 Details of directors retiring by rotation and seeking re-appointment at the Meeting

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

BOARD’S REPORT

Dear Members,

1. Financial Results

2. Transfer to Reserves

3. Result of Operations and State of Company's affairs

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

4. Details of Material changes from the end of the Financial Year till the date of this Report

5. Dividend

6. Management Discussion and Analysis

7. Business Operations of the Company

HATHWAY BHAWANI CABLETEL & DATACOM LIMITED

8. Consolidated Financial Statement

9. Subsidiary Company

Hathway Bhawani Cabletel & Datacom Annual Report 2021