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Directors Report of GTPL Hathway Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear Members,

The Board of Directors is pleased to present the Company''s 17^th Annual Report and the Company''s audited financial statement for
the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31, 2023 is summarised below: -

	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Profit Before Tax (Before Exceptional Items)	1,170.59	1,805.37	1,882.82	3,022.91
Current Tax	132.41	344.83	223.90	470.76
Deferred Tax	124.84	83.98	270.10	347.21
Previous Year Tax Adjustments	(45.41)	4.54	(48.59)	(105.53)
Profit for the Year (Before Exceptional Items)	958.75	1,372.02	1,437.41	2,310.47
Exceptional Items	241.51	-	189.26	123.88
Profit for the Year	717.24	1,372.02	1,248.15	2,186.59
Other Comprehensive Income	7.47	7.54	2.33	10.13
Total Comprehensive Income for the Year	724.71	1,379.56	1,250.48	2,196.72
Total Comprehensive Income attributable to NonÂ¬ Controlling Interest	-	-	(105.97)	(190.82)
Total Comprehensive Income attributable to Owners of the Company	724.71	1,379.56	1,144.51	2,005.90
Balance in Retained Earnings Account (including Other Comprehensive income)	3,930.69	3,000.98	5,776.84	4,259.46
Appropriations
Transferred to General Reserve	-	-	-	-
Dividend on Equity Shares	(449.85)	(449.85)	(449.85)	(449.85)
Changes in Ownership interest in subsidiaries	-	-	10.57	(38.67)
Closing Balance (including Other Comprehensive Income)	4,205.55	3,930.69	6,482.07	5,776.84

TRANSFER TO RESERVES

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

RESULTS OF OPERATIONS & STATE OF COMPANY''S
AFFAIRS

During the year under review, the total revenue from operations
was '' 16,948.04 Million on standalone basis and '' 26,639.21
Million on consolidated basis as compared to the last year''s
revenue of '' 15,312.34 Million on standalone basis and
'' 24,141.18 Million on consolidated basis respectively. The
Profit after Tax (PAT) of your Company was '' 717.24 Million
on standalone basis and '' 1,248.15 Million on consolidated
basis as compared to the last financial year''s PAT was
'' 1,372.02 Million on standalone basis and '' 2,186.59 Million on
consolidated basis respectively. The Company was "Net Debt-
Free" as on March 31, 2023.

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

No Material Changes have taken place from the end of the
financial year till the date of this report.

DIVIDEND

The Board of Directors has recommended a dividend of '' 4.00/-
(Rupees Four only) per equity share of '' 10/- (Rupees Ten) each
fully paid-up of the Company (last year '' 4.00/- per equity share
of '' 10/- each). Dividend is subject to approval of members at
the ensuing Annual General Meeting ("AGM") and shall be
subject to deduction of income tax at source.

The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. The Dividend
Distribution Policy of the Company is available on the
Company''s website and can be accessed at https://www.
gtpl.net/uploads/investor relations/dividend-distribution-
policy-2021.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS OPERATIONS/PERFORMANCE OF THE
COMPANY AND ITS MAJOR SUBSIDIARIES

The Company is the largest Multi System Operator in India,
offering Digital Cable Television services and providing
Broadband services through its subsidiary.

The Company is focusing on its two core business activities,
Digital Cable TV and Internet Service, by adopting the use of
latest advanced technology, offering quality services to its
customers at competitive prices and continuing geographical
expansion across India.

> Cable Television Business

The Company is the No. 1 Digital Cable Service Provider
in the Country with presence in 22 States across 1400
towns. The Company continues to be the largest Digital
Cable TV provider in Gujarat and the second largest
Digital Cable TV provider in West Bengal through its
subsidiary. The Company also has significant presence in
Maharashtra, Goa, Bihar, Uttar Pradesh, Madhya Pradesh,
Jharkhand, Rajasthan, Odisha, Assam, Tripura, Meghalaya,
Manipur, Nagaland, Telangana, Andhra Pradesh, Tamil
Nadu, Karnataka, Delhi, Haryana and Uttarakhand. The
Company has launched GTPL Genie , an aggregate OTT
services'' plan, to offer a bundle of a variety of content of
varied OTT platforms to cater to the evolving preferences
of the customers of Digital Cable TV & Broadband.

The Active Cable TV Subscriber base stands at 8.95 Million
as of March 31, 2023.

> Broadband Services

The Company offers broadband services through GTPL
Broadband Private Limited, its wholly owned subsidiary
("GTPL Broadband"). GTPL Broadband is the No. 1
broadband service provider in Gujarat. It is the 6^th largest
private wireline Broadband Service provider amongst
350 service providers in the Country. GTPL Broadband
offers high speed and unlimited data broadband to
its customers using the latest Gigabit Passive Optical
Network - Fiber to the Home (GPON- FTTH) at affordable
prices. GTPL Broadband has ventured outside Gujarat and
is operating in cities of Hyderabad, Varanasi, Jaipur, Patna,
Pune and Nagpur. During the FY 2022-23, the Broadband

business has further strengthened its leadership position
by adding more than 104,000 active subscribers and
creating more than 600,000 new home-pass.

The total home-pass stands at 5.30 Million and active
connected homes stand at 920k as on March 31, 2023.

CREDIT RATING

The Company''s financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agency. The details
of credit ratings are disclosed in the Corporate Governance
Report, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013
("the Act"), the SEBI Listing Regulations read with Ind AS-110
(Consolidated Financial Statement), Ind AS-28 (Investments in
Associates and Joint Ventures) and Ind AS - 112 (Disclosure
of interest in other entities), the consolidated audited financial
statement forms part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

During the year under review, companies / entities listed in
Annexure 1 to this Report have become and ceased to be
subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient
features of the financial statements of subsidiaries/ associates/
jointly controlled entities, as per Section 129(3) of the Act, is
provided as Annexure 2 to this report.

The audited financial statement including the consolidated
financial statement of the Company and all other documents
required to be attached thereto is put up on the Company''s
website and can be accessed at https://www.gtpl.net/
investorrelations/annual-report.

The financial statements of the subsidiaries, as required, are
available on the Company''s website and can be accessed at
https://www.gtpl.net/investorrelations/general meeting/.

The Company has formulated a policy for determining Material
Subsidiaries and the same is placed on the website of the
Company at https://www.gtpl.net/uploads/investor relations/
policy-on-material-subsidiary-2019.pdf.

GTPL Broadband Private Limited and GTPL Kolkata Cable and
Broad Band Pariseva Limied are material subsidiaries of the
Company as per the SEBI Listing Regulations.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'', respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors state that:

a. in the preparation of the annual accounts for the year
ended March 31, 2023, 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, 2023 and of the profit of the Company for the
year ended on that date;

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

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

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

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company
in pursuance of the SEBI Listing Regulations forms part of the
Annual Report of the Company. The requisite Certificate from
a Practicing Company Secretary confirming compliance with
the conditions of Corporate Governance as stipulated under
the SEBI Listing Regulations is enclosed to the Corporate
Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report describing the
initiatives taken by the Company from an environmental, social
and governance perspective forms part of the Annual Report of
the Company.

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.

The Policy on Materiality of Related Party Transactions and
dealing with Related Party Transactions as approved by the
Board is put up on the Company''s website and can be accessed
at https://www.gtpl.net/uploads/investor relations/policy-on-
related-party-transactions-2021.pdf.

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

Members may refer Note 35 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 ''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 may be accessed on the Company''s website
at https://www.gtpl.net/uploads/investor relations/corporate-
social-responsibility-policy-2021.pdf.

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

During the year under review, the Company has spent '' 32.00
Million i.e. 2% of the average net profit of last three financial
years on CSR activities.

The Annual Report on CSR activities as stipulated under the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed herewith and marked as Annexure 3 to this Report.

RISK MANAGEMENT

The Company operates in a highly regulated, competitive and
rapidly evolving environment, providing great opportunities
while also exposing the Company to underlying risks that
have the potential to impact our ability to achieve our strategic
objectives. As an industry leader, the Company identify and
adopt the highest standards and practices in risk management
and compliance in order to establish a robust and proactive
approach to the effective mitigation and management of all
significant risks to our business.

This year, the Company continued to integrate risk management
activities into the fabric of our organization and its strategic
decision-making process. The Board members understand
their responsibility and accountability for risk management
and has committed and adopted a framework for effectively
managing business risks in a proactive and efficient way that
helps in achieving Company business and strategic objective.
Accordingly, the Company has defined and communicated risk
governance activities at all levels, which our management and
employees undertake as part of their job routine.

The Company has formalized internal Enterprise Risk
Management Team (ERMT), which includes Chief Risk Officer
along with CXOs, with an objective to proactively discuss
changes in risk profiles, scan risk environments and assess
the progress on mitigation plans by conducting periodical
meetings for Risk management team assessments / feedback.
The consolidated risk reports are tabled at the Risk Management
Committee.

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
and continuous monitoring by functional head.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Ajay Singh (DIN: 06899567)
retires by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment. The Board of Directors, on

the recommendation of the Nomination and Remuneration
Committee ("NRC"), has recommended his re-appointment.

Mr. Rajan Gupta (DIN: 07603128) has resigned as a Director of
the Company with effect from March 30, 2023 due to personal
reasons. The Board places on record its deepest gratitude and
appreciation towards valuable contribution made by Mr. Rajan
Gupta to the growth and governance of the Company during
his association with the Company.

The Board of Directors has appointed Mr. Tavinderjit Singh
Panesar (DIN: 09099802) as an Additional Director of the
Company with effect from March 30, 2023. In terms of section
161(1) of the Act, he shall hold office up to the date of the
ensuing Annual General Meeting.

The Board of Directors has appointed Mr. Ajay Singh
(DIN: 06899567), Non-Executive Director of the Company as
Chairman of the Board with effect from March 30, 2023.

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

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

i. they meet the criteria of independence prescribed under
the Act and the SEBI Listing Regulations; and

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

The Company has devised the Nomination and Remuneration
Policy, which is available on the Company''s website and can be
accessed at https://www.gtpl.net/uploads/investor relations/
nomination-and-remuneration-policy-2019.pdf.

The Policy 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 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 change in the aforesaid policy during the
year.

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 Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the
NRC, the Board carried out annual performance evaluation
of the Board, its Committees and Individual Directors. The
Independent Directors carried out annual performance
evaluation of the Chairman, the non-independent directors
and the Board as a whole. The Chairman of the respective
Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee
was evaluated by the Board based on the report of evaluation
received from the respective Committees. A consolidated report
on performance evaluation was shared with the Chairman of
the Board for his review and giving feedback to each Director.

AUDITORS AND AUDITORS'' REPORT

(I) STATUTORY AUDITORS

During the year under review, M/s. Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration No. 117365W)
were appointed as the Statutory Auditors of the Company
for a term of 5 (Five) consecutive years at the Annual
General Meeting held on June 10, 2022. The Auditors have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

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

(II) SECRETARIAL AUDITORS

The Board of Directors of the Company had appointed
M/s. Chirag Shah and Associates, Company Secretaries,
to conduct Secretarial Audit for the FY 2022-23. The
Secretarial Audit Report for the financial year ended March
31, 2023 is annexed herewith and marked as Annexure 4
to this Report. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer.

(III) COST AUDITORS

The Board has appointed M/s. Rajendra Patel & Associates,
Cost Accountant as the Cost Auditor to conduct audit of
cost records of the Company for the FY 2023-24 under
Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014.

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

DISCLOSURES
MEETINGS OF THE BOARD

6 (Six) Board Meetings were held during the financial year
ended on March 31, 2023. The particulars of the meetings held

and attended by each Director are detailed in the Corporate
Governance Report forming part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Mr. Falgun Shah (Chairman),
Mr. Ajay Singh, Mr. Amit Shah, Mr. Bharat B. Chovatia, Mrs. Divya
Momaya and Mr. Kunal Chandra. During the year under review,
all the recommendations made by the Audit Committee were
accepted by the Board.

CSR COMMITTEE

Due to change in the composition of the Board of Directors of
the Company, CSR Committee was reconstituted. The CSR
Committee after reconstitution comprises Mrs. Divya Momaya
(Chairperson), Mr. Ajay Singh, Mr. Amit Shah and Mr. Tavinderjit
Singh Panesar.

NRC

The NRC comprises Mr. Kunal Chandra (Chairman), Mr. Ajay
Singh, Mrs. Divya Momaya and Mr. Falgun Shah.
STAKEHOLDERS RELATIONSHIP COMMITTEE

Due to change in the composition of the Board of Directors
of the Company, Stakeholders Relationship Committee was
reconstituted. The Stakeholders Relationship Committee after
reconstitution comprises Mrs. Divya Momaya (Chairperson),
Mr. Ajay Singh, Mr. Anirudhsinh Jadeja and Mr. Tavinderjit Singh
Panesar.

RISK MANAGEMENT COMMITTEE

Due to change in the composition of the Board of Directors of
the Company, Risk Management Committee was reconstituted.
The Risk Management Committee after reconstitution
comprises Mr. Falgun Shah (Chairman), Mr. Ajay Singh,
Mr. Anirudhsinh Jadeja and Mr. Tavinderjit Singh Panesar.

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

VIGIL MECHANISM

The Company promotes ethical behaviour 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 Compliance Officer or to the Chairman
of the Audit Committee. The Audit Committee also reviews
complaints/issues (if any) raised through Vigil Mechanism or by
any Whistle blower on a quarterly basis.

The Vigil Mechanism and Whistle Blower Policy may be
accessed on the Company''s website at https://www.gtpl.net/
uploads/investor relations/vigil-mechanism-policy-2019.
pdf. During the year under review, no protected disclosure

TALENT ENGAGEMENT & DEVELOPMENT

The Company believes in promoting enabling work culture that
allows talent to develop, lead and participates in the growth of
the organisation.

We continue to focus on strengthening the talent pool to meet
the present and future growth plans by deploying various
frameworks and IT enabled applications. With expanding
footprints in multiple states, the leadership navigates the
change management and embraces them to integrate by
engaging various stakeholders.

concerning any reportable matter in accordance with the Vigil
Mechanism and Whistle Blower Policy of the Company was
received by the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE AND GUARANTEES GIVEN

Particulars of loans given, investments made and guarantees
given under the provisions of the Section 186 of the Act during
the year are provided in the Standalone Financial Statement
(Please refer Note 3, 4, 11, 35 and 41 to the Standalone Financial
Statement).

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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 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.

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, are provided in Annexure 5 to
this Report.

ANNUAL RETURN

As required under Section134(3)(a) of the Act, the Annual
Return is available on the Company''s website and can be
accessed at https://www.gtpl.net/uploads/annual report/file/
Annual%20Return-AGM%20FY%202022-23.pdf.

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 Top ten employees in terms
of remuneration drawn and the 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, as amended 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].

GENERAL

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

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

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

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

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

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

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

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

viii) Change in the nature of business of the Company.

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

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

xi) Details of any application filed for corporate insolvency
under Corporate Insolvency Resolution Process under the
Insolvency and Bankruptcy Code, 2016.

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

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

HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety
culture. We have implemented work safety measures and
standards to ensure healthy and safe working conditions
for all the employees, visitors and customers. The Company
has complied with all the applicable health, safety and
environmental protection laws to the extent applicable.

The Company aims at launching initiatives to enhance talent
engagement and introducing robust leadership development
plans.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of
the Company. The Board of Directors would also like to express
their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government and
regulatory authorities, stock exchanges, customers, vendors
and members during the year under review.

For & on behalf of the Board of Directors

Ajay Singh Anirudhsinh Jadeja

Chairman Managing Director

DIN: 06899567 DIN: 00461390

Date: April 15, 2023 Place: Mumbai Place: Ahmedabad

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 12^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2018.

FINANCIAL RESULTS AND STATE OF THE COMPANYâS AFFAIR

The financial performance of the Company for the financial year ended on March 31, 2018 is summarised as below:

(Amount: Rupees in Million)

Particulars	Standalone		Consolidated
	Year ended		Year ended
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
	Audited	Audited	Audited	Audited
1. Income
a. Income from Operations	7,389.46	6,127.54	10,912.69	9,077.01
b. Other Income	168.00	252.86	220.85	341.29
Total Income	7,557.46	6,380.40	11,133.54	9,418.30
2. Expenses
a. Pay Channel Cost	3,258.82	2,783.15	4,406.06	3,821.05
b. Other Operational Expense	581.10	494.48	907.69	892.85
c. Employee Benefits Expense	508.97	445.16	1,261.24	1,084.39
d. Finance Cost	313.40	506.11	393.49	580.77
e. Depreciation and Amortisation Expense	1,094.59	933.88	1,710.74	1,394.44
f. Other Expenses	863.53	655.76	1,414.21	1,214.43
Total Expenses	6,620.41	5,818.54	10,093.43	8,987.93
3. Profit/(Loss) before Exceptional Items & Tax Expenses(l-2)	937.05	561.87	1,040.11	430.37
4. Exceptional Items	42.40	_-	42.40	_
5. Share of Profit /(Loss) of Associates / Joint Ventures			(19.69)	(22.52)
6. Profit / (Loss) before Tax (3-4 5)	894.65	561.87	978.02	407.85
7. Tax expense	303.97	161.00	414.03	145.42
a. Current Tax	296.20	98.06	421.81	181.54
b. Deferred Tax	(225.03)	62.94	(240.58)	(36.12)
c. Previous Year Tax Adjustments	232.80	_-	232.80	_
8. Net Profit / (Loss) for the Period (6-7)	590.68	400.87	563.99	262.43
9. Other Comprehensive Income / (Loss) (Net of Tax)
Items that will not be reclassified to profit or loss:
a. Re-measurements of defined benefit plans	(4.26)	(4.01)	4.84	(4.01)
b. Income tax relating to above	1.45	1.39	(1.65)	1.39
10. Total Other Comprehensive Income / (Loss) (after Tax)	(2.81)	(2.62)	3.19	(2.62)
11. Total Comprehensive Income / (Loss) (after Tax) (8 10)	587.87	398.25	567.18	259.81
12. Profit / (Loss) attributable to :
- Owners of the Company			610.96	402.85
- Non Controlling Interests			(46.97)	(140.42)
13. Other Comprehensive Income / (Loss) attributable to:
- Owners of the Company			3.19	(2.62)
- Non Controlling Interests			_-	_
14. Total Comprehensive Income / (Loss) attributable to:
- Owners of the Company			614.15	400.23
- Non Controlling Interests			(46.97)	(140.42)
15. Earnina Per Share - (basic, diluted and not annualised) (in Rs.)	5.42	4.05	5.61	4.10

The Company has adopted Indian Accounting Standards (Ind AS) from April 1,2016. The figures for the Year ended on March 31, 2018 are also Ind AS compliant.

STANDALONE OPERATING RESULTS:

During the year under review, the Revenue from operations of the Company is Rs.7,389.46 Million as compared to Rs.6,127.54 Million in the previous financial year. During the year under review, the Company has earned a Profit Before Tax (PBT) ofRs.894.65 Million and Profit After Tax (PAT) of Rs.590.68 Million as compared to PBT of Rs.561.87 Million and PAT of Rs.400.87 Million respectively in the previous financial year.

CONSOLIDATED OPERATING RESULTS:

During the year under review, on a consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs.10,912.69 Million as compared to Rs.9,077.01 Million in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs.563.99 Million as compared to the Consolidated Profit After Tax (PAT) of Rs.262.43 Million in the previous financial year.

The Company is focusing on its core business activities, Cable Television business and Internet Service business, by using of high-tech advance technology, quality services to the Customers and geographical expansion of business across India.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIVIDEND

Your Directors have recommended a dividend of Rs.1 (Rupee one) per fully paid-up equity share of Rs.10/- (Rupees Ten) each for the financial year ended on March 31, 2018, aggregating to Rs.11,24,63,038/-(Rupees Eleven Crores Twenty Four Lakhs Sixty Three Thousand Thirty Eight only), subject to the approval of the shareholders in the ensuing 12^th Annual General Meeting of the Company.

The Dividend Distribution Tax and the proposed outflow on account of dividend would be same as that of previous year i.e. Rs.22.89 Million and Rs.135.35 Million respectively.

The Board of Directors are proposing to close the Register of Members and Share Transfer Books of the Company from Wednesday, September 19, 2018, to Wednesday, September 26, 2018 (both days inclusive) for the purpose of payment of dividend.

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Dividend Distribution Policy voluntarily with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company.

The said Policy is available on the website of the Company at www.gtpl.net.

GENERAL REVIEW

Your Company is a leading regional Multi System Operator, offering cable television and broadband services. The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

INITIAL PUBLIC OFFER

Your Company has raised funds through Initial Public Offer by offering of 28,517,650 Equity Shares having face value of Rs.10 each of the Company for cash at a price of Rs.170 per equity share aggregating to Rs.4,848 million (âOfferâ) comprising a fresh issue of 1,41,17,650 Equity Shares at a price of Rs.170 per equity share (including a share premium of Rs.160 per equity share) aggregating to Rs.2,400 million and an offer for sale of 14,400,000 equity shares at a price of Rs.170 per equity share. Your Company filed the Draft Red Herring Prospectus with the Securities and Exchange Board of India on December 30, 2016.

The bidding period for Anchor Investors opened on Tuesday, June 20, 2017. Six Anchor Investors were allocated 8,555,294 Equity Shares at a price of Rs.170 per equity share under the Anchor Investor portion, aggregating to Rs.1,454,399,980.

The offer was open for subscription on Wednesday, June 21, 2017 and closed on Friday, June 23, 2017 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The offer was subscribed to the extent of 1.4958 times (excluding Anchor) as per the records of National Stock Exchange Limited and BSE Limited.

Your Company filed its Prospectus on June 27, 2017 with the Registrar of Companies, Ahmedabad.

The Equity Shares of the Company got listed at the BSE Limited and the National Stock Exchange of India Limited on July 04, 2017.

The Annual Listing fee for the year 2018-19 has been paid to both the Stock Exchanges.

The shares of the Company are compulsorily tradeable in dematerialised form.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business of the Company during the year.

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return of the Company for the Financial Year 2017-18 as prescribed in Form MGT-9 is given in the Annexure - 1 forming part of this Report.

SUBSIDIARY COMPANIES IN TERMS OF THE SECTION 129 OF THE COMPANIES ACT, 2013

As required under the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, Consolidated Financial Statements were prepared pursuant to Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 and in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 forming part of this Report.

A separate statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is annexed with this report as Annexure - 2.

Separate audited financial statements ofthe subsidiary companies are available on the Companyâs website at www.gtpl.net.

These documents shall also be available for inspection at the registered office ofthe Company during business hours upto the date of the ensuing 12^th Annual General Meeting.

MERGER OF SUBSIDIARY COMPANIES

Till the date of this report, the Board of Directors has granted in-principal approval of merger of 14 (fourteen) subsidiary companies into the Company subject to necessary approvals.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the related party transactions are repetitive in nature and are entered on armâs length basis and were in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended. All related party transactions are presented to the Audit Committee for review on a quarterly basis. All related party transactions are generally with its subsidiaries/ associates/joint ventures and are entered into based on considerations of various business exigencies and are intended to further the Companyâs interest.

No material contracts or arrangements with related parties were entered during the year under review. Accordingly, no transactions are required to be reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website with web link: http://www.gtpl.net/sites/default/files/ Related%20Party%20transaction%20Policy.pdf

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

There is no outstanding amount to investors which requires to be transferred to I EPF; therefore the Company is not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted deposit from the public falling within ambit of the Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

There were no significant and material orders passed by regulators or court or tribunals impacting the going concern status or operation in future of the Company. However, there were some compounding of offences filed by the Company during the financial year 2016-17 which were compounded during the year 2017-18 under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

A strong internal control culture is prevalent in the Company. A formalised system of internal controls facilitates effective compliance. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Internal Auditor monitors the compliance with the objective of providing to the Audit Committee and the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organisationâs governance processes. The Board initiated the process to strengthen the documentation of identified risk & controls to make it commensurate with the size of the Company and nature of its business. Further, the management regularly reviews the present controls for any possible changes and takes appropriate actions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, and in accordance with the Articles of Association of the Company, Mr. Amit Jayantilal Shah (DIN: 02450422), Director is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013. His brief resume as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board recommends his re-appointment in the ensuing 12^th Annual General Meeting.

II. APPOINTMENT AND CESSATION

The members of the Company at the 11^thAnnual General Meeting held on September 25, 2017 have appointed:

(1) Mr. Bharat Bhogilal Chovatia (DIN: 00271613), Mr. Kunal Chandra (DIN: 07617184), Ms. Parulben Pravinkumar Oza (DIN: 00401656) and Mr. Falgun Harishkumar Shah (DIN: 02567618), as Independent Directors of your Company for a term of five consecutive years commencing from September 28, 2016 upto September 27, 2021 and shall not be liable to retire by rotation.

(2) Mr. Rajan Gupta (DIN : 07603128) as a Director of the Company, liable to retire by rotation.

Apart from the above, there were no changes in the composition of the Board of Directors of the Company during the year under review.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

III. KEY MANAGERIAL PERSONNEL (KMP)

The Key Managerial Personnel (KMP) in the Company, as on March 31, 2018, as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

Mr. Anirudhsinh Noghubha Jadeja : Managing Director

Mr. Amit Jayantilal Shah: Whole-time Director Mr. Jayanta Kumar Haribandhu Pani: Chief Financial

Officer

Mr. Tarun Kumar: Company Secretary During the year under review, there were no changes (appointment or cessation) in the office of the Key Managerial Personnel of the Company.

However, after the close of financial year, the Board of Directors in its meeting held on June 15, 2018 has appointed Mr.Viren Thakker as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. July 2, 2018 in place of Mr. Jayanta Kumar Haribandhu Pani who resigned w.e.f June 30, 2018. Mr. Hardik Sanghvi was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 10, 2018 in place of Mr. Tarun Kumar who resigned w.e.f. closure of business hours on June 30, 2018.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES -

During the year under review, the following 26 Entities became/ceased to be the subsidiary companies or Joint Ventures or associate companies of the Company:

Sr No.	Name of Entity	Nature of change	Date of change
1.	Unity Cable Network	Ceased to be Joint Venture	01.04.2017
2.	DL Digital Cable Vision - Dhule	Ceased to be Joint Venture	08.12.2017
3.	GTPL SLC Cable Network	Became a Joint Venture	17.04.2017
4.	GTPL S K VISION	Became a Joint Venture	17.04.2017
5.	Sri Raghav G GTPL	Ceased to be Joint Venture	30.09.2017
6.	GTPL Sainath World Vision	Ceased to be Joint Venture	14.07.2017
7.	GTPL Wireless Cable Vision (Surat)	Ceased to be Joint Venture	31.07.2017
8.	GTPL Shiv Network (Billimora)	Ceased to be Joint Venture	31.07.2017
9.	GTPL NAWAZ CABLE	Ceased to be Joint Venture	31.07.2017
10.	GTPL Atul Cable Network	Ceased to be Joint Venture	30.09.2017
11.	GTPL Buldana City Cable Network	Ceased to be Joint Venture	30.11.2017
12.	GTPL Hamid Ali Rizvi	Ceased to be Joint Venture	30.11.2017
13.	GTPL Renuka Cable Network	Ceased to be Joint Venture	30.09.2017
14.	GTPL Star Line Cable Network	Ceased to be Joint Venture	30.11.2017
15.	GTPL Kal Cable Network	Ceased to be Joint Venture	01.10.2017
16.	Gujarat Telelink East Africa Limited	Ceased to be subsidiary company	01.01.2018
17.	GTPL OM SAI NETWORK LLP	Became a Joint Venture	06.02.2018
18.	GTPL AJ Enterprise	Ceased to be Joint Venture	30.11.2017
19.	GTPL SKY	Became a Joint Venture	01.04.2017
20.	GTPL Sky Cable	Became a Joint Venture	01.04.2017
21.	GTPL Parshwa Shivani Vision	Became a Joint Venture	01.04.2017
22.	GTPL Parshwa Shivani World Vision	Became a Joint Venture	01.04.2017
23.	GTPL Parshwa Shivshakti World	Became a Joint Venture	01.04.2017
24.	Sai DL Vision Bajipura	Became a Joint Venture	01.04.2017
25.	Sai DL Vision Bamaniya	Became a Joint Venture	01.04.2017
26.	Sargam DL Vision	Became a Joint Venture	01.04.2017

During the financial year 2017-18, the investment in equity shares of following two subsidiary companies were classified as investment in subsidiary companies. However, the criteria of effective control could not be fulfilled during the reporting period. Accordingly, the interest in these subsidiary companies has been reclassified and measured as financial assets in terms of IND-AS 109. Hence, the same have been shown as investments and have been carried at fair value:

Sr. No.	Name of Entity	Nature of change	Date of change
1.	GTPL Jai Mataji Network Pvt Ltd	Investment in equity shares has been reclassified as financial asset at fair value.	31.03.2018
2.	GTPL Chelikam Networks (India) Pvt Ltd	Investment in equity shares has been reclassified as financial asset at fair value.	31.03.2018

AUDIT COMMITTEE

The Audit Committee as on March 31, 2018 comprises of Six members out of which the following were Independent Directors:

Mr. Falgun Harishkumar Shah (Chairman)

Ms. Parulben Pravinkumar Oza Mr. Bharat Bhogilal Chovatia and Mr. Kunal Chandra.

The other members of the Committee include Mr. Ajay Singh (Non-Executive, Non-Independent Director) and Mr Amit Jayantilal Shah (Executive, Whole-time Director).

All recommendations of Audit Committee were accepted by the Board of Directors.

STATUTORY AUDITORS AND THEIR REPORT

Members of the Company at the 11^th Annual General Meeting of the Company appointed M/s Khimji Kunverji & Co., Chartered Accountants as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of that Annual General Meeting till the conclusion of the 16^th Annual General Meeting subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board and Statutory Auditors.

However, as per the Companies (Amendment) Act, 2017, the requirement of annual ratification has been omitted vide notification by Ministry of Corporate Affairs dated May 7, 2018. Accordingly, the ratification of their appointment has not been placed before the shareholders, in the ensuing Annual General Meeting.

The Board has duly reviewed the Statutory Auditorsâ Report on the Accounts. There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their report. The observations and comments, if any, appearing in the Auditorsâ Report are self explanatory and do not call for any further explanation / clarification by the Board of the Directors.

COST AUDITOR AND THEIR REPORT

M/s. Rajendra Patel & Associates, Cost Accountant, was appointed as the Cost Auditor for the financial year 2017-18 in accordance with the provisions of Section 141 of the Companies Act, 2013.The Company has given necessary intimation to Central Government for the approval of such appointment in Form CRA-2 in terms of the applicable provisions of the Companies Act, 2013 and rules made thereunder.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Company has formulated a Nomination and Remuneration Policy which is available on the website and annexed as Annexure - 10 forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has given loans/guarantees/made investment as per the provisions of the Companies Act, 2013, details of which are given in the note number 10 in the notes to Standalone Financial Statements of the Company.

IMPLEMENTATION OF A RISK MANAGEMENT POLICY

In line with the regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks. The Board of Directors of the Company has adopted the Policy on Risk Management to identification, evaluation, monitoring and minimisation of identifiable risks which helps to protect the interest of various Stakeholders. The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, and other risks which considered necessary by the Management. The Board of Directors committed to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Risk Management Policy of the Company is available on the website of the Company at www.gtpl.net.

VIGIL MECHANISM

A fair and transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Vigil Mechanism Policy, which was reviewed by the Audit Committee in its meetings from time to time. This Policy is available on the Companyâs website at www.gtpl.net.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company laid down the evaluation criteria for performance evaluation of all the directors.

The performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Independent Directors/Nomination and Remuneration Committee / Board of the Company evaluated the performance of non-Independent Directors and the Board as a whole.

This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

SHARE CAPITAL AND EMPLOYEESâ STOCK OPTION PLAN

During the year under review, the Company issued a fresh equity shares of 1,41,17,650 at a price of Rs.170 per equity share capital (including a share premium of Rs.160 per equity share) through the Initial Public Offer which got listed on the BSE Limited and the National Stock Exchange of India Limited on July 04, 2018 in terms of the Section 62 and all applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, read with the SEBI (LODR) Regulations, 2015.

The Company has not issued any equity shares with differential rights during the year. The Company had not provided any employeeâs stock option.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the requisite Internal Committee and an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received on issues covered by the above stated Act during the financial year 2017-18.

DISCLOSURE AS REQUIRED UNDER SUB-SECTION 12 OF THE SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 In accordance with the Companies Act, 2013 read and Rules made there under, the particulars of employees who are drawing remuneration in excess of the limits is given in the Annexure - 3 forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Corporate Social Responsibility Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Companyâs website i.e. www.gtpl.net. The CSR committee confirms that the implementation and monitoring of Corporate Social Responsibility Policy is in compliance with CSR objectives and policy of the Company.

The Annual Report on the Corporate Social Responsibility activities of the Company pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 4.

The Composition and other details of the Corporate Social Responsibility Committee is included in the Corporate Governance Report, which forms part of the Boardâs Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 11 (eleven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given as per Annexure - 5 and forms part of the Boardâs Report.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company. The said document will be available at the website of the Company and will be available for inspection at the registered office of the Company during working hours before the date of the meeting; and any member interested in obtaining such document may write to be Company Secretary and the same will be furnished on request.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering matters on industry structure and developments, outlook, risks, internal control systems and their adequacy among others is annexed to this Report as Annexure - 6.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards as amended from time to time, issued by the Institute of Companies Secretaries of India.

SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITOR

The Company has appointed M/s. Samdani Shah & Kabra, Company Secretaries, to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report in this regard is being attached as Annexure - 7 to this Report. There are no qualifications or observations or adverse remarks or disclaimer in the Report issued by them.

COMPLIANCE WITH CODE OF CONDUCT AND OTHER POLICIES ADOPTED BY THE COMPANY

(a) Code of Conduct for Directors, Key Managerial Personnel and Senior Management

Pursuant to Regulation 17(5) reads with Regulation 26(3) of the SEBI (LODR) Regulations, 2015, the Company has formulated and adopted this Code of Conduct for Directors, Key Managerial Personnel and Senior Management (âCode of Conductâ) with a view to maintain high standards of transparency in governance in day to day business conduct, to serve as a guideline for addressing situations involving ethical issues in all spheres of activities of the organisation and to induce and recognise the virtues of honesty and accountability to be observed by the members of the Board of directors and senior management personnel of the Company while carry out business of the Company.

A declaration issued by the Managing Director of the Company regarding adherence to the Code of Conduct of the Company by the members of the Board and Senior Management Personnel is attached as Annexure - 8.

(b) Insider Trading Regulations Policy and other policies.

The Company has formulated and adopted a âCode of Internal Practices and Procedures for

Fair Disclosures of Unpublished Price Sensitive Informationâ (âCode for Fair Disclosureâ) and a âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ (âCode for Insider Tradingâ) as amended from time to time (hereinafter collectively referred as âCodeâ) to preserve the confidentiality of Unpublished Price Sensitive Information and to prevent misuse of such information by the Insiders i.e. Designated person and Connected Person of the Company. The said Code lays down guiding principles which advises them on procedure to be followed, disclosures to be made and prohibition of trading during window closure while dealing in the shares of the Company.

The said Code and other policies formulated and adopted by the Company are available on the website of the Company at www.gtpl.net.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices in terms of the SEBI (LODR) Regulations, 2015 and the guidelines prescribed by the Securities and Exchange Board of India and Stock Exchanges from time to time. The report on Corporate Governance is attached in Annexure - 9 and forming part of this Annual Report.

The requisite Certificate from M/s. Samdani Shah & Kabra, Company Secretaries, confirming compliance with the conditions of Corporate Governance is annexed as Annexure - 11 and forming part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the Annual Accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of the Company for the year under review;

c. Proper and sufficient care had taken for the maintenance of adequate accounting records for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts prepared on a âgoing concernâ basis;

e. The Board of directors had laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and were operating effectively; and

f. Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE CERTIFICATE IN RELATION TO AUDITED ANNUAL FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED) OF THE COMPANY

Compliance Certificate in relation to Audited Annual Financial Statements (Standalone and Consolidated) of the Company for the financial year ended on March 31, 2018 pursuant to Regulation 17 (8) read with Part B of Schedule II and Regulation 33 of the SEBI (LODR) Regulations, 2015 is annexed as Annexure - 12.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

HUMAN RESOURCE DEVELOPMENT

Your Companyâs Human Resource Management focus continues to be in making available a talent pool, for meeting challenges in the competitive market place, which is increasingly becoming tougher. Development plans have been drawn up for key managers to shoulder higher responsibilities as well as to increase their job effectiveness. Your Company always encourages young personnel with their ideas and views. Management is easily accessible to the employees and their problems are attended promptly. The employer - employee relations remained cordial at all levels of the Company and peaceful throughout the year.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Companyâs esteemed Shareholders, valued Customers, Suppliers, Business Associates, Bankers, Vendors, various government authorities, Auditors among others for their valuable contribution and continued support and to all the persons who reposed faith and trust in the Company.

Your Directors also place on record their appreciation for the committed services rendered by all employees at all levels, without whose wholehearted efforts, the overall performance of the Company would not have been possible. Your Directors also appreciate and value the contribution made by every member of the GTPL family across India.

Your support as stakeholders is greatly valued.

Your Directors thank you and look forward the future with confidence.

FOR & ON BEHALF OF BOARD OF DIRECTORS OF

GTPL HATHWAY LIMITED

RAJAN GUPTA ANIRUDHSINH JADEJA

Date : August 10, 2018 CHAIRMAN MANAGING DIRECTOR

Place : Ahmedabad DIN: 07603128 DIN: 00461390

Mar 31, 2017

DEAR MEMBERS,

The Directors have pleasure in presenting the 11^th Annual Report together with Audited Accounts of the Company for the financial year ended on March 31, 2017.

FINANCIAL RESULTS AND STATE OF THE COMPANYâS AFFAIR

The financial performance of the Company for the financial year ended on March 31, 2017 is summarized as below:

(Amount: Rupees in Million)

Particulars		Standalone		Consolidated
		Year ended		Year ended
		March 31, 2017 Audited	March 31, 2016 Audited	March 31, 2017 Audited	March 31, 2016 Audited
1.	Income
	a. Income from Operations	5,888.24	4,676.12	8,908.07	7,184.58
	b. Other Operating Income	239.31	231.25	182.12	179.07
	c. Other Income	252.86	30.94	327.21	79.19
	Total Income	6,380.41	4,938.31	9,417.40	7,442.84
2.	Expenses
	a. Pay Channel Cost	2,783.15	2,342.52	3,821.20	3,276.52
	b. Other Operational Expense	494.48	466.41	892.85	848.86
	c. Employee Benefits Expense	445.16	380.11	1,084.39	808.33
	d. Finance Cost	506.11	369.80	579.65	444.63
	e. Depreciation and Amortisation Expense	933.88	681.93	1,394.44	1,072.78
	f. Other Expenses	655.76	558.75	1,214.52	913.20
	Total Expenses	5,818.54	4,799.52	8,987.05	7,364.32
3.	Profit/(Loss) before Exceptional Items & Tax Expenses(1-2)	561.87	138.79	430.35	78.52
4.	Share of Profit /(Loss) of Associates / Joint Ventures	-	-	(22.52)	2.74
5.	Profit / (Loss) before Tax (3 4)	561.87	138.79	407.83	81.28
6.	Tax expense	161.00	14.97	145.42	44.35
	a. Current Tax	98.06	265.37	181.54	323.80
	b. Deferred Tax	62.94	(250.40)	(36.12)	(279.45)
7.	Net Profit / (Loss) for the Period (5-6)	400.87	123.82	262.41	36.93
8.	Profit/Loss from discontinuing operations Profit/ Loss from discontinued operation		74.81
	Tax Expense of Discontinuing Operation	-	49.76	-	-
9.	Profit /Loss From Discontinuing operations after Tax	-	25.05	-	-
10.	Net profit for the year (after Tax)	400.87	148.87	262.41	36.93
11.	Other Comprehensive Income / (Loss) (Net of Tax) Items that will not be reclassified to profit or loss:
	a. Re-measurements of defined benefit plans	(2.62)	1.65	(2.62)	1.65
12.	Total Other Comprehensive Income / (Loss) (after Tax)	(2.62)	1.65	(2.62)	1.65
13.	Total Comprehensive Income / (Loss) (after Tax) (10 12)	398.25	150.52	259.79	38.58
14.	Profit / (Loss) attributable to :
	- Owners of the Company	-	-	402.85	73.73
	- Non Controlling Interests	-	-	(140.42)	(36.81)
15.	Other Comprehensive Income / (Loss) attributable to:
	- Owners of the Company	-	-	(2.62)	1.65
	- Non Controlling Interests	-	-	-
16.	Total Comprehensive Income / (Loss) attributable to:
	- Owners of the Company	-	-	400.23	75.38
	- Non Controlling Interests	-	-	(140.42)	(36.81)
17.	Earning Per Share - (basic, diluted and not annualised) (in Rs.)	4.05	1.74	4.10	0.75

The Company has adopted Indian Accounting Standards (Ind AS) from 1st April, 2016. The figures for the Year ended 31st March, 2016 are also Ind AS compliant.

Standalone Operating Results:

During the year under review, the Revenue from operations of the Company is Rs. 6127.55 Million as compared to Rs. 4907.37 Million in the previous financial year. During the year under review, the Company has earned a Profit Before Tax (PBT) of Rs. 561.87 Million and Profit After Tax (PAT) of Rs. 400.87 Million as compared to PBT of Rs. 138.79 Million and PAT of Rs. 148.87 Million respectively in the previous financial year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations of Rs. 9090.19 Million as compared to Rs. 7363.65 Million in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is Rs. 262.41 Million as compared to the Consolidated Profit After Tax (PAT) of Rs. 36.93 Million in the previous financial year.

The Company is focusing on its core business activities, Cable Television business and Internet Service business, mainly focused on use of high-tech advance technology, quality services to the Customers and geographical expansion of business across India.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIVIDEND

Your Directors has recommended a dividend of Rs. 1 (Rupee one) per fully paid-up equity share of Rs. 10/- (Rupees Ten) each for the financial year ended March 31, 2017, aggregating to Rs. 11,24,63,038/- (Rupees Eleven Crores Twenty Four Lakhs Sixty Three Thousand Thirty Eight only), subject to the approval of the shareholders for declaration in the ensuing Annual General Meeting of the Company

The Board of directors has closed the Register of Members and Share Transfer Books of the Company from Sunday, September 17, 2017, to Monday, September 25, 2017 (both days inclusive) for the purpose of payment of dividend, if declared.

CHANGE IN THE NATURE OF THE BUSINESS AND MATERIAL COMMITMENT

There was no change in the nature of the business of the Company during the year. The Company and GTPL Broadband Private Limited, a wholly owned subsidiary of the Company, entered into the slump sale agreement dated April 1, 2016 for transfer of broadband business of the Company to GTPL Broadband Private Limited with effect from April 1, 2016. The Company and Gujarat Television Private Limited entered into a slump sale agreement for acquisition of 7 general entertainment cable television channels by the Company, with effect from September 1, 2016. Further, from time to time our Company acquires primary subscribers from local cable operators thereby enrolling them as our primary subscribers.

During the year under review, the Company was converted into a public limited company pursuant to approval of the Board at their meeting held on August 23, 2016 and shareholders at an extraordinary general meeting held on August 26, 2016. Consequently, the name of your Company was changed to âGTPL Hathway Limitedâ and a fresh certificate of incorporation consequent upon conversion to a public limited company was granted to your Company by the Registrar of Companies, Ahmedabad on September 28, 2016. During the year ,your Company came up with initial public offering of 28,517,650 equity shares of face value of Rs. 10 each (âequity sharesâ) for cash at a price of Rs. 170 per equity share (âoffer priceâ) aggregating to Rs. 4,848 Million (âofferâ) comprising a fresh issue of 14,117,650 equity shares at a price of Rs. 170 per equity share (including a share premium of Rs. 160 per equity share) aggregating to Rs. 2,400 million (âfresh issueâ) and an offer for sale of 14,400,000 equity shares at a price of Rs. 170 per equity share. The Company filed âRed Herring Prospectusâ with the Registrar of Companies, Ahmedabad, on June 09, 2017.

The Bid/offer opened on June 21, 2017 and closed on June 23, 2017. The Anchor Investor Bid/Offer Opened on June 20, 2017.

The shares of the Company were oversubscribed 1.53 times of the total offer and the Company allotted 1,41,17,650 fresh equity shares of Rs. 10/- each at a premium of Rs. 160/- per share on June 30, 2017; and 14,400,000 equity shares were transferred and delivery as an offer for sale of Rs. 10/- each at a premium of Rs. 160/- per share on June 30, 2017.

The Shares of the Company got listed on the National Stock Exchange of India Limited and BSE Limited on July 04, 2017.

There was no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the financial year 2016-17 as prescribed in the Form MGT-9 is given in the Annexure - 1 forming part of this Report. SUBSIDIARY COMPANY IN TERMS OF THE SECTION 129 OF THE COMPANIES ACT, 2013

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, a consolidated financial statements presented by the Company in this Report include the financial results of the subsidiary company duly audited by the statutory auditors. The said statement has been prepared pursuant to Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 and in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013. The statement in Form AOC-1 is annexed with this report as Annexure - 2.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the subsidiary companies on its website at www.gtpl.net. The Company will make available physical copies of these documents upon request by any shareholders of the Company.

These documents shall also be available for inspection at the registered office of the Company during business hours upto the date of ensuing Annual General Meeting.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the related party transactions are repetitive in nature and are entered on armâs length basis and were in the ordinary course of business and in compliance with the applicable provisions of the Statutes for the being. All Related party transactions are presented to the Audit Committee on a quarterly basis. During the year under review, there were no transactions of material nature with the related parties that had potential conflict with the interest of the Company. All related party transactions are generally with its subsidiaries/associates/joint ventures and are entered into based on considerations of various business exigencies and are intended to further the Companyâs interest. The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website at the web link: www.gtpl.net. There was no material transactions during the financial year 2016-17 which requires disclosure in Form AOC-2.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

There is no outstanding amount; i.e. nil amount with the Company which is required to be transferred of the Investor Education and Protection Fund established by the Central Government.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted deposit from the public falling within ambit of the Section 73 of the Companies Act, 2013, and the Companies Acceptance of Deposits) Rules, 2017.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

There were no significant and material orders passed by regulators or court or tribunals impacting the going concern status and the Companyâs operation in future, however, there were some compounding of offences filed by the Company during the year under review are compounded which is detailed in Form MGT -9 attached to this Annual Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

A strong internal control culture is prevalent in the Company. A formalized system of internal controls facilitates effective compliance. The Internal Auditor monitors the compliance with the objective of providing to the Audit Committee and the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organizationâs governance processes.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Aniruddhasinhji Nogubha Jadeja (DIN 00461390) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board recommends his re-appointment in the ensuing 11th Annual General Meeting.

II. APPOINTMENT/RE-APPOINTMENT

Mr. Bharat Bhogilal Chovatia, Mr. Kunal Chandra, Ms. Parulben Pravinkumar Oza and Mr. Falgun Harishkumar Shah were appointed as additional directors by the Board with effect from September 28, 2016 in the category of the independent directors. The Company has received notices in writing from the members signifying their candidature for the office of Directors of the Company.

Mr. Bharat Bhogilal Chovatia, Mr. Kunal Chandra, Ms. Parulben Pravinkumar Oza and Mr. Falgun Harishkumar Shah are independent directors and the Board recommend for their appointments as independent directors in the ensuing Annual General Meeting for a consecutive period of 5 years effective from September 28, 2016, not liable to retire by rotation.

During the year under review, Mr. Rajan Gupta was appointed as an additional Director by the Board with effect from September 28, 2016 in the category of Non-Executive Director. The Company has received notice in writing from a member signifying his candidature for the office of Directors of the Company.

The Board recommend the appointment of Mr. Rajan Gupta for the office of directorship in the category of Non-Executive Director in the ensuing Annual General Meeting and he shall be liable to retire by rotation.

Mr. Aniruddhasinhji Nogubha Jadeja was re-appointed as the Managing Director of the Company w.e.f. December 08, 2016 for a period of 3 years. Mr. Amit Jayantilal Shah was appointed as the Whole-time Director (Key Managrial Personnal) w.e.f. September 28, 2016 for a period of 5 years.

III. CESSATION

During the year under review, Mrs. Parul A. Jadeja, Mr. Jagdish Kumar Pillai and Mr. Devender Shrotri, Directors, resigned from the office of Directorship with effect from September 26, 2016.

Mr. Samson Jesudas and Mr. Kanaksinh Bhurubha Rana, Directors, resigned from the office of Directorship with effect from September 28, 2016.

The Board placed on record its appreciation for the valuable services rendered by Mrs. Parul Anirudhsinh Jadeja, Mr. Jagdish Kumar Pillai , Mr. Devender Shrotri, Mr. Samson Jesudas and Mr. Kanaksinh Bhurubha Rana.

IV. KEY MANAGERIAL PERSONNEL (KMP)

Mr. Tarun Kumar was appointed as the Company Secretary (KMP) with effect from August 23, 2016. In addition to above, Mr. Jayanta Kumar Haribandhu Pani was appointed as the Chief Financial officer (KMP) with effect from September 28, 2016. During the year, Mr. Amit Jayantilal Shah was appointed as the Whole-time Director (KMP) w.e.f September 28, 2016.

None of the Directors of the Company are disqualified under Section 164 of the Companies Act, 2013.

COMPANIES WHICH BECAME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES -

During the year under review, GTPL TV Tiger Private Limited became the subsidiary company of the Company.

AUDITORS AND THEIR REPORT

The Audit Committee and the Board of Directors of the Company in its respective meeting on August 08, 2017 recommended the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants, (Firm Registration No. 105146W) as the Statutory Auditors of the Company, in place of existing Auditors, M/s. J. B. Shah & Co., which expressed their unwillingness to continued as the Statutory Auditors for their remaining tenor, to hold the office of the auditors from the conclusion of 11th Annual General Meeting until the conclusion of 16th Annual General Meeting of the Company, subject to ratification at every Annual General Meeting by the Members of the Company, at such remuneration plus out of pocket expenses as shall be fixed by the Audit Committee/ Board later on in consultation with the Statutory Auditors.

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditor in their report.

COST AUDITORâS AND THEIR REPORT

M/s. Rajendra Patel & Associates, Cost Accountant, was appointed for the year 2016-17 in accordance with the provisions of Section 141 of the Companies Act, 2 013.The Company has given necessary intimation to Central Government for the approval of such appointment in Form CRA-2 in terms of the applicable provisions of the Companies Act, 2013 and rules made there under.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to quality for their appointment as an Independent Director under the provisions Section 149(6) of the Companies Act, 2013 as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Nomination and Remuneration Policy. Details are provided in Corporate Governance Report forming part of this Annual Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has given loans/guarantees/made investment as per the provisions of the Companies Act, 2013, details of which are given in the notes to standalone financial statements of the Company.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

1. In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

2. Vigil Mechanism Policy

A fair and transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Vigil Mechanism Policy, which was reviewed by the Audit Committee in its meeting August 08, 2017. This Policy is available on the Companyâs website at www.gtpl.net;

RISK MANAGEMENT

The Board of Directors of the Company has adopted the Policy of Risk Management to identification, evaluation, monitoring and minimization of identifiable risks which helps to protect the interest of various Stakeholders.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the Management.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company laid down the evaluation criteria for performance evaluation of all the Directors.

The performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Independent Directors/Nomination and Remuneration Committee of the Board of the Company were evaluated the performance of non- Independent Directors and the Board as a whole.

SHARE CAPITAL AND EMPLOYEESâ STOCK OPTION PLAN

During the year under review, the Company did not issue any share capital.

Your Company had not provided any employee stock option.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year 2016-17:

(a) Number of complaints received during the financial year 2016-17: Nil

(b) Number of complaints disposed off during the financial year2016-17: Nil

In accordance with the Companies Act, 2013 read with and Rules made there under, the particulars of employees who are drawing remuneration in excess of the limits is given in the Annexure - 3 forming part of this Report.

DISCLOSURE PURSUANT TO SECTION 177(8) OF THE COMPANIES ACT, 2013

The scope and terms of reference including composition of the Audit Committee is given in Corporate Governance Report which forms part of the Annual Report. During the year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

LISTING AND CONFIRMATION OF FEE

The securities of your Company have got listed at the BSE Limited and the National Stock Exchange of India Limited. The Annual Listing fees for the year 201718 have been duly paid to the Stock Exchanges. The Company has also paid the annual custody fee for the year 2017-18 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shares of the Company are compulsorily tradable in dematerialized form.

CORPORATE SOCIAL RESPONSIBILITY

The Annual report on the Corporate Social Responsibility activities of the Company pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 4.

The Composition and other details of the Corporate Social Responsibility Committee is included in the Corporate Governance Report which forms part of the Boardâs Report.

NUMBER OF MEETINGS OF THE BOARD

It is stated in and forms part of Corporate Governance Report forming part of this Annual Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the annual report is being sent to the members of the Company. The said information is available at the website of the Company and is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

MANAGEMENT DISCUSSION AND ANALYSIS

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Companies Secretaries of India.

SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITOR

The Company had appointed M/s. Samdani Shah & Kabra, Company Secretaries, to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report in this regard is being attached as Annexure - 6 to this Report and Management reply on the comments / observations by the Secretarial Auditor is hereunder:

Observation of Secretarial Auditor

Management reply

The Company was required to appoint Independent Director

Our Company was incorporated as a private limited company. On October 12, 2007. Mr. Aniruddhasinhji Jadeja, Mr. Karansinh Jadeja, Mr. Kanaksinh Rana and GTPL Holding Private Limited entered into a Share Purchase and Shareholdersâ Agreement (âSSAâ). Pursuant to the SSA, Hathway disclosed our Company as its subsidiary from the date of the SSA. However our Company had considered Hathway as associate company. Subsequently, in the board meeting of our Company held on 17^th December, 2015, Board decided to consider our Company as subsidiary of Hathway Cable & Datacom Limited with effect from October 12, 2007. Accordingly all the Compliances made by the Company were as per Pvt Ltd Co. Since the subsidiary of a public co. is also a public co. and therefore we need to comply with the provisions.

The Company has appointed independent Director as on 28^th September, 2016. Subsequently Company has compounded the offence and Complied with the provision of Companies Act,2013.

COMPLIANCE WITH CODE OF CONDUCT AND OTHER POLICIES ADOPTED BY THE COMPANY

(a) Code of Conduct for Directors, Key Managerial Personnel and Senior Management

Pursuant to Regulation 17(5) reads with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated and adopted this Code of Conduct for Directors, Key Managerial Personnel and Senior Management (âCode of Conductâ) with a view to maintain high standards of transparency in governance in day to day business conduct, to serve as a guideline for addressing situations involving ethical issues in all spheres of activities of the organization and to induce and recognize the virtues of honesty and accountability to be observed by the members of the Board of Directors and senior management personnel of the Company while carry out business of the Company.

(b) Insider Trading Regulations Policy and other policies

The Company has formulated and adopted a âCode of Internal Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (âCode for Fair Disclosureâ) and a âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ (âCode for Insider Tradingâ) as amended from time to time (hereinafter collectively referred as âCodeâ ) to preserve the confidentiality of Unpublished Price Sensitive Information and to prevent misuse of such information by the Insiders i.e. Designated person and Connected Person of the Company. The said Code lays down guiding principles which advises them on procedure to be followed, disclosures to be made and prohibition of trading during window closure while dealing in the shares of the Company. The said Code and other policies formulated and adopted by the Company is available on the website of the Company at www.gtpl.net.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the guidelines prescribed by the Securities and Exchange Board of India and Stock Exchanges from time to time. The report on Corporate Governance is attached in Annexure - 9 and forming part of the Boardâs Report.

The requisite Certificate from Mr. Chirag Shah, practicing company secretary, M/s. Chirag Shah & Associates, confirming compliance with the conditions of Corporate Governance is annexed as Annexure - 10 in this Annual Report and forming part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

c. Proper and sufficient care had taken for the maintenance of adequate accounting records for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts prepared on a âgoing concernâ basis; and

e. Internal financial controls to be followed by the Company and that such internal finance controls are adequate and were operating effectively.

âInternal financial controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs 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;

f. Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Compliance Certificate in relation to Audited Annual Financial Statements (Standalone and Consolidated) of GTPL Hatway Limited (âCompanyâ) for the financial year ended March 31, 2017 pursuant to Regulation 17 (8) read with Part B of Schedule II and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure - 11.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

HUMAN RESOURCE DEVELOPMENT

Your support as shareholders is greatly valued.

Your Directors thank you and look forward the future prospect of the Company.

For and on behalf of the Board of Directors

Rajan Gupta Aniruddhasinhji Nogubha Jadeja

Place : Ahmedabad Chairman Managing Director

Date : August 08, 2017 DIN:07603128 DIN: 00461390

Registered Office:

202, Sahajanand Shopping Center,

Opp. Swaminaranyan Mandir, Shahibaug,

Ahmedabad, Gujarat - 380004, India

CIN : U64204GJ2006PLC048908

E -mail: [email protected];

Website : www.gtpl.net

Phone : (079) 61400000

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