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Director's Report

Hathway Cable & Datacom Ltd
Industry :  Telecommunications - Service Provider
BSE Code
ISIN Demat
Book Value()
533162
INE982F01036
26.9514647
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
HATHWAY
30.83
1909.94
EPS(TTM)
Face Value()
Div & Yield %
0.35
2
0
 
As on: Aug 11, 2026 06:17 PM

Dear Members,

The Board of Directors of the Company are pleased to present the Company's 66 th Annual Report and the Company's audited financial statements for the financial year ended March 31, 2026.

? FINANCIAL RESULTS

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

( in crores)

STANDALONE CONSOLIDATED
2025- 26 2024- 25 2025- 26 2024- 25
Revenue from Operations 581.98 602.12 2,149.58 2,039.65
Other Income 89.19 109.78 93.95 106.70
Profit/(Loss) before Tax 88.41 105.52 111.75 124.98
Less: Current Tax 33.47 - 33.47 -
Deferred Tax (10.44) 26.19 (3.96) 32.44
Profit/(Loss) for the year 65.38 79.33 82.24 92.54
Add: Other Comprehensive Income (OCI) 0.20 0.25 0.37 0.17
Total Comprehensive Income for the year 65.58 79.58 82.61 92.71
Add: Opening Balance in Retained Earnings and OCI (Adjusted) (374.70) (454.53) (695.83) (788.74)
Closing Balance of Retained Earnings and OCI (309.12) (374.70) (613.22) (695.84)

? TRANSFER TO RESERVES

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

? RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, the total revenue from operations was ? 581.98 crores on standalone basis and

? 2,149.58 crores on consolidated basis as compared to the last year's revenue of ? 602.12 crores on standalone basis and ? 2,039.65 crores on consolidated basis, respectively. The post-tax profit of your Company was

? 65.38 crores on standalone basis and ? 82.24 crores on consolidated basis as compared to the last year's post-tax profit of ? 79.33 crores on standalone basis and ? 92.54 crores on consolidated basis, respectively.

? DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

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

? DIVIDEND

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

The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at .

? MANAGEMENT DISCUSSION AND ANALYSIS

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

? BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANYAND ITS MAJOR SUBSIDIARIES

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

? Broadband Business

The Company continued to strengthen its broadband business through the deployment of advanced Fibre-to-the-Home (' FTTH ') technology, supported by digitization and automation initiatives that enhanced network performance and customer experience. These investments have enabled customers to enjoy seamless access to high-definition content, including 4K and 8K video streaming, as well as improved online gaming and video conferencing experiences.

As on March 31, 2026, the Company served 1.02 million wireline broadband subscribers, reflecting the sustained demand for reliable high-speed broadband connectivity across households. The availability of unlimited data across all broadband plans continued to be a key differentiator, enabling customers to use data-intensive applications without concerns regarding bandwidth restrictions or additional usage charges. Average monthly data consumption per FTTH subscriber exceeded 357 GB during the year, with a 3% increase over the previous year, demonstrating growing customer engagement and confidence in the Company's network capabilities.

In line with its commitment to delivering superior user experience, the Company introduced industry-first dual-band Optical Network Units (ONUs) equipped with integrated Wi-Fi band-steering technology. This feature automatically connects devices to the most suitable frequency band, ensuring optimized performance and a seamless connectivity experience without requiring manual intervention.

The Company remained focused on enhancing service quality and operational excellence. Proactive network improvement initiatives led to a 28% reduction in network-related complaints between March 2024 and March 2025. Furthermore, 87% of non-network customer issues were resolved within one hour, underscoring the Company's commitment to prompt and effective customer support. These efforts contributed to achieving a Customer Satisfaction (CSAT) score of 96%, reflecting high levels of customer trust and satisfaction.

The Company continued to enhance customer engagement and operational efficiency through technology-driven initiatives and digital innovation. During the year, several key initiatives were implemented to improve service delivery, streamline operations, and strengthen the overall customer experience.

Key initiatives undertaken during the year include:

? AI-Powered WhatsApp Support: Introduced an AI-enabled WhatsApp chatbot to provide customers with 24x7 assistance for billing-related queries, account information, and subscription renewals, offering a convenient and seamless self-service experience.

? Automation for Operational Excellence: Deployed AI-powered tools to support internal teams in troubleshooting and customer issue registration, enabling faster resolution, improved productivity, and data-driven decision-making through real-time insights.

? Customer-Preferred Installation Scheduling: Introduced a facility for customers to select installation time slots based on their convenience. This initiative has enhanced service efficiency and contributed to achieving a 72% same-day activation rate, positioning the Company among the fastest service providers for new broadband installations in the industry.

During the year under review, the Broadband Business recorded revenue of ? 581.98 crore with a subscriber base of 1.02 million, as compared to revenue of ? 602.12 crore with a subscriber base of

1.06 million in the previous year.

? Cable Television Business:

Hathway Digital Limited (' Hathway Digital '), the wholly-owned subsidiary of the Company, continued to remain one of the leading Multi-System Operators in India, providing digital cable television services across a wide geographic footprint through its robust fibre-based distribution network and technology-enabled platforms. During the financial year ended March 31, 2026, Hathway Digital continued to offer a diverse mix of Standard Definition (' SD ') and High-Definition (' HD ') television channels, including its own platform services, catering to varied consumer preferences across entertainment, sports, movies, news and lifestyle genres. The cable services of Hathway Digital were available across more than 700 towns and adjoining areas, including key metropolitan and mini-metropolitan markets, supported by two major headend facilities with four retransmission centres and an optical fibre network spanning approximately 41,000 kilometres. As on March 31, 2026, Hathway Digital serviced approximately 4.63 million viewers

across India, including through fellow subsidiaries and joint ventures.

During the year under review, Hathway Digital undertook a restructuring exercise aimed at simplifying its group structure and improving operational efficiencies. Accordingly, Hathway Kokan Crystal Cable Network Limited, Hathway Bhaskar CCN Multi Entertainment Private Limited, Hathway Cable MCN Nanded Private Limited, Channels India Network Private Limited and Elite Cable Network Private Limited, being step-down wholly-owned subsidiaries, were amalgamated with Hathway Digital with effect from April 22, 2025. The consolidation has resulted in improved operational integration, reduction in administrative layers and better resource optimisation across the cable television business.

During the year, Telecom Regulatory Authority of India (TRAI) notified the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Seventh Amendment) Regulations, 2026, which became effective from April 1, 2026. The revised regulations introduced a financial year-based audit framework for distributors of television channels, streamlined provisions relating to system audits and infrastructure sharing arrangements, and prescribed enhanced standards for auditor independence and technical qualifications. The amendments are expected to improve transparency, reduce duplication in compliance processes and strengthen overall governance within the broadcasting distribution ecosystem.

The industry also continued to raise concerns regarding the regulatory imbalance between conventional cable and DTH operators on one hand, and OTT-based digital platforms on the other, particularly in relation to tariff regulation, quality-of-service obligations and compliance requirements. Industry bodies remained engaged with policymakers and regulators to advocate for a level-playing field and a more predictable regulatory framework for the sector.

During the year, Hathway Digital continued to invest in network modernisation and technology enhancements with a focus on improving service quality and customer experience. Investments were made towards strengthening digital headend infrastructure and expanding HD content offerings across multiple genres. Hathway Digital also expanded deployment of HEVC-enabled HD set-top boxes and hybrid OTT-enabled devices to provide an integrated

viewing experience combining conventional television and digital content services.

Hathway Digital further introduced QR code-enabled digital payment functionality through the Electronic Programme Guide (EPG) platform to facilitate seamless payments and faster service activation for Local Cable Operators (' LCOs '). API-based integrations were also implemented to enable real-time activation of subscriber services through applications used by LCOs. In addition, customer self-care platforms and subscriber portals were upgraded to provide enhanced convenience in relation to channel selection, subscription management and recharge services. Customer support infrastructure was further strengthened through multilingual assistance, dedicated field support teams and enhanced service response mechanisms. Hathway Digital also continued to invest in strengthening its IT systems, platform security and digital infrastructure to support reliable and secure content delivery across all operational markets.

Hathway Digital also provides Internet Protocol (IP) TV services, however the same is at a very nascent stage and Hathway Digital is working towards scaling the IP TV operations.

? CONSOLIDATED FINANCIAL STATEMENT

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

? SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure I to this Report have become and/or ceased to be the subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statements of subsidiary/ associate/joint venture companies, as per Section 129(3) of the Act, is annexed herewith and marked as Annexure II to this Report.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto forms part of this Report and is available on the Company's website and can be accessed at .

The financial statements of the subsidiaries, are available on the Company's website and can be accessed at .

The policy for determining Material Subsidiaries is available on the Company's website and can be accessed at .

Hathway Digital Limited was the Material Subsidiary of the Company as per the Listing Regulations, during the year under review.

? SECRETARIAL STANDARDS

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

? DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

? in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

? the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

? 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;

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

? 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

? 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.

? CORPORATE GOVERNANCE

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

? BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the performance of the Company on environmental, social and governance aspects is available on the Company's website and can be accessed at .

? CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on 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.

The policy defining Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company's website and can be accessed at .

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

Members may refer Note 4.10 to the Standalone Financial Statement which sets out Related Party Disclosures pursuant to Ind AS.

? 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 'CSR Policy'. The CSR Policy, inter-alia, outlines the Company's CSR vision and objectives and establishes the framework for governance, implementation, monitoring and reporting.

The CSR Policy is available on the Company's website and can be accessed at has been no change in the CSR Policy during the year.

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

During the year under review, the Company has spent

? 88,69,584/- (2% of the average net profits of the immediately preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Act, through implementing agency.

The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure III to this Report.

? RISK MANAGEMENT

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

The Company has in place a Risk Management Policy and an adequate risk management infrastructure which outlines the exhaustive risk management framework which is also applicable to its Subsidiaries and Joint Ventures. The Risk Management framework articulates the risk management process which focuses on four key elements viz. Risk Identification, Risk assessment, Risk Management and Risk Monitoring, adequately addressing all key risks that the organization faces such as financial, credit, operations, market, liquidity, security, property, IT (cyber risk), Digital Personal Data Protection, legal, regulatory, reputational risks, Environmental, Social & Governance.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors

governs how the Company conducts the business and manages associated risks.

? INTERNAL FINANCIAL CONTROLS

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

The internal financial controls are embedded in the business processes. Assurance of the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by Functional Heads as well as sample testing of the internal financial control systems by the independent auditors during the course of their audits on a quarterly basis.

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

? DIRECTORS AND KEY MANAGERIAL

PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Geeta Kalyandas Fulwadaya (DIN: 03341926), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee (' NRC '), have recommended her re-appointment.

During the year under review, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and have registered their names in the Independent Directors' Databank.

? PERFORMANCE EVALUATION

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

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

The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

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

? AUDITORS AND AUDITORS' REPORT

Statutory Auditor

Nayan Parikh & Co., Chartered Accountants (Firm Registration No.107023W) were re-appointed as Statutory Auditor of the Company for second term of 5 (five) consecutive years, at the 62 nd Annual General Meeting held on June 28, 2022. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditor of the Company.

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

Secretarial Auditor

Rathi & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 65 th Annual General Meeting held on September 24, 2025. The Company has received confirmation from them, that they are not disqualified from continuing as the Secretarial Auditor of the Company.

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

Cost Auditor

The Board of Directors of the Company had appointed Ashok Agarwal & Co., Cost Accountants, as Cost Auditor of the Company for conducting the audit of the cost records relating to Broadband Operations of the Company for the financial year 2025-26 in accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company has maintained the cost accounts and records.

? DISCLOSURES

Meetings of the Board

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

Audit Committee

The Audit Committee comprises of Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Naina Krishna Murthy.

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

Corporate Social Responsibility ('CSR') Committee

The CSR Committee comprises of Mr. Viren Raheja (Chairman), Mr. Saurabh Sancheti and Mr. Rajendra Dwarkadas Hingwala.

Nomination and Remuneration Committee ('NRC')

The NRC comprises of Ms. Naina Krishna Murthy (Chairperson), Mr. Viren Raheja and Mr. Rajendra Dwarkadas Hingwala.

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

(iii) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management.

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The Policy is available on the Company's website and can be accessed at .

The Policy on Board Diversity provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Company's operations. The Policy is available on the Company's website and can be accessed at .

The Company's remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing industry practice. The Policy is available on the Company's website and can be accessed at .

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

Stakeholders Relationship Committee ('SRC')

The SRC comprises of Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee ('RMC')

The RMC comprises of Mr. Saurabh Sancheti (Chairman), Mr. Rajendra Dwarkadas Hingwala and Mr. Ajay Singh.

Business Responsibility and Sustainability

Committee ('BRSC')

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

In order to promote sustainability and long-term progress in the organisation and the Company's commitment to better environmental, social and governance practices, the Company has adopted Anti-Bribery and Anti-Corruption Policy and Environmental, Social and Governance (ESG), which serve as a framework for ESG initiatives and activities undertaken by the Company. The Policies are available on the Company's website and can be accessed at: .

.

The details of the dates of the meetings, attendance and terms of reference of the various Committees are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

? VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

Employees and Stakeholders are expected to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called 'Protected Disclosures' and may be raised through e-mail, a dedicated telephone line, or by letter to the ECTF or directly to the Chairman of the Audit Committee.

The Vigil Mechanism and Whistle Blower Policy is available on the Company's website and can be accessed at .

? PARTICULARSOFLOANSGIVEN,INVESTMENTS MADE, GUARANTEES GIVENAND SECURITIES PROVIDED

The Company, being a Company providing Infrastructural facilities, is exempted from the provisions of Section 186 of the Act relating to loan and guarantee given, and security provided by the Company.

Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to Note 4.18 to the Standalone Financial Statement.

? PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (' POSH Act ') and Rules made thereunder, the Company has in place a policy which emphasises the prevention of sexual harassment and provides for a transparent and impartial inquiry process with defined timelines for resolution of complaints. In order to promote awareness and sensitisation among employees, the Company regularly conducts online training programmes on the subject. The Company has constituted an Internal Committee to receive and address complaints pertaining to sexual harassment at the workplace.

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

? CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

? THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

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

? ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Company's website and can be accessed at .

? PARTICULARS OF EMPLOYEES AND

RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names of the top 10 (ten) employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

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

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

? GENERAL

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

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

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

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

? Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and the Company's operations in future.

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

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

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

? Change in the nature of business of the Company.

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

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

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

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

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

? ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their deep sense of appreciation for the committed services by all the Company's Executives, Staff and Employees.

The Board of Directors of the Company would also like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, GovernmentAuthorities, Customers, Vendors and Members during the year under review.

Registered Office

802, 8 th Floor, Interface-11, Link Road, Malad (West), Mumbai - 400064

CIN: L64204MH1959PLC011421

For and on behalf of the Board
Viren Raheja Saurabh Sancheti
Non-Executive Director Non-Executive Director
DIN 00037592 DIN 08349457

   

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