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: -

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

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 complianceofficer@gtpl.net.

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.