Hindustan Media Ventures Ltd

Dear Members,

Your Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

Your Company's performance during the financial year ended on March 31, 2024, along with previous year's figures is summarized below:

(Rs. in Lacs)

DIVIDEND

Your Directors did not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2024.

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at http://www.hmvl.in/pdf/dividend distribution policy.pdf .

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook is appearing in Management Discussion and Analysis section which forms part of the Annual Report.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management's response to significant risks. Whereas, the details of Risk Management Committee are enumerated in the Corporate Governance Report, which forms part of this Annual Report. A detailed statement indicating development and implementation of the Risk Management policy, including identification of various elements of risk is appearing in the Management Discussion and Analysis Report.

SUBSIDIARY AND ASSOCIATE COMPANY

During the year under review and as at the end of the reporting period, your Company has one wholly-owned subsidiary company namely, HT Noida (Company) Limited (HTNL) and a Limited Liability Partnership namely, HT Content Studio LLP (HTCS). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"), during the year under review.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTNL and HTCS for the financial year ended on March 31, 2024 are available on the Company's website at https://www.hmvl.in/pdf/HT-Noida-Financials-fy24. pdf and https://www.hmvl.in/pdf/HTCS-Financials-fy24.pdf.

A report on the performance and financial position of HTNL and HTCS, in the prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, is not reproduced here. The "Policy for determining Material Subsidiary(ies)", is available on the Company's website at http://www.hmvl.in/pdf/Policy for determining material subsidiaries.pdf.

The contribution of HTNL and HTCS to the overall performance of your Company is outlined in Note no. 43 of the Consolidated Financial Statements for the financial year ended March 31, 2024.

No subsidiary, associate or joint venture has been acquired/ ceased/ sold/ liquidated during the financial year ended on March 31, 2024.

EMPLOYEE STOCK OPTION SCHEME

The Parent Company's "HT Group Companies - Employee Stock Option Rules for Listed Companies" whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Company's shares, is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and there was no change in the same during FY-24. During the year under review, no options were granted under these Rules.

The information required to be disclosed pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Company's website at https://www.hmvl.in/pdf/HMVL ESOP Disclosure672024.pdf.Certificate dated August 14, 2024 issued by Secretarial Auditor in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available for inspection by members, and any member desirous to inspect the same may send a request to the said effect from his/her registered email id to hmvlinvestor@livehindustan.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, and after considering the integrity, knowledge, experience, expertise, and proficiency of Shri Sharad Bhansali (DIN:08964527) accorded its approval to appoint him as an Additional Director (Independent) of the Company, not liable to retire by rotation, w.e.f. November 02, 2023 for a period effective from November 02, 2023 till November 02, 2028, which was approved by the Members through Postal Ballot on December 27, 2023.

During the year under review, the second term of Shri Ashwani Windlass (DIN: 00042686) as an Independent Director of the Company has expired on March 31, 2024 (clouse of business hours).

In accordance with the applicable provisions of the Act, Shri Shamit Bhartia (DIN: 00020623), Director liable to retire by rotation at the ensuing Annual General Meeting (AGM), being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Shri Shamit Bhartia, for approval of the Members, at the ensuing AGM.

The disclosures in respect to re-appointment of Directors as required under Regulation 36 of SEBI Listing Regulations and the Secretarial Standards on General Meeting ("SS-2") are given in the Notice of ensuing AGM, forming part of the Annual Report.

The Independent Directors of the Company have confirmed that they:

a. meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations;

b. abide by the Code of Independent Directors as provided in the Schedule IV of the Act; and

c. have registered themselves on the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Code of Conduct

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders' expectations. This is aimed at enhancing the organization's brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Company's ‘Code of Conduct'.

Board Diversity

Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever- evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.

Key Managerial Personnel

During the year under review, Shri Pumit Kumar Chellaramani has resigned from the position of Company Secretary & Compliance Officer (KMP) of the Company w.e.f. September 06, 2023 (close of business hours). Shri Nikhil Sethi was appointed as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. November 02, 2023, pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company.

Further, Shri Anup Sharma has resigned from the position of Chief Financial Officer (KMP) of the Company w.e.f. November 02, 2023 (close of business hours). Ms. Anna Abraham was appointed as Chief Financial Officer (KMP) of the Company w.e.f. November 02, 2023, pursuant to the recommendation of the Audit Committee and Nomination & Remuneration Committee, and approval of the Board of Directors of the Company.

PERFORMANCE EVALUATION

In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors & the Chairperson.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairperson.

The Directors were evaluated on various parameters such as value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of Company's business / activities, amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors meetings respectively. On the basis of outcome of evaluation questionnaire and discussion of the Board, the performance of the Board and its committees and individual Directors (including Independent Directors) has been assessed as satisfactory

A separate meeting of Independent Directors was also held to review:

• Performance of the Non - Independent Directors and the Board as a whole;

• Performance of the Chairperson of the Company considering the views of the Directors of the Company; and

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS Statutory Auditors

M/s. B S R and Associates, Chartered Accountants ("B S R") [Firm Registration No. 128901W] were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on September 19, 2019.

The Auditors' Report of B S R on Annual Financial Statements for the financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark or disclaimer.

The term of the Statutory Auditors is expiring on the conclusion of the ensuing Annual General Meeting. Accordingly, the Board of Directors will be recommending the appointment/ re-appointment of Statutory Auditors for approval of the shareholders at the ensuing AGM of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Ms. Malavika Bansal, Practicing Company Secretary as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2024 and the report is annexed herewith as "Annexure-A". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms' length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any new contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Company's ‘Policy on Materiality of and dealing with Related Party Transactions' and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

The amended "Policy on Materiality of and dealing with Related Party Transactions" is available on the Company's website at https://www.hmvl.in/pdf/policy materiality dealing related party transactions 2022.pdf

Reference of Members is invited to Note nos. 33 & 33A of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act. The composition and terms of reference of the CSR Committee are provided in the "Report on Corporate Governance" which forms part of this Annual Report. The CSR Policy is available on the Company's website at https://www.hmvl.in/pdf/CSR POLICYfy24.pdf and there was no change in the same during the year under review.

In terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

The Annual Report on CSR for FY-24 is annexed herewith as "Annexure-B".

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the Profit of the Company for the year ended on March 31, 2024;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a ‘going concern' basis;

v. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

vi. systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in Note no. 6A, and 6B of the Standalone Financial Statements.

Board Meetings: A yearly calendar of Board meeting is prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2024, the Board met four times i.e. on May 16, 2023, July 27, 2023, November 02, 2023 and January 17 2024. For further details regarding these meetings, Members may please refer 'Report on Corporate Governance' which forms part of this Annual Report.

Committees of the Board: At present, six standing committees of the Board are in place viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee and Investment & Banking Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the committees and meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMP) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company's website at http://www.hmvl.in/pdf/Remuneration Policy.pdf.The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure, and disclosure(s) in relation thereto. There was no change in the Remuneration Policy, during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations is addressed in the Company's "Whistle Blower Policy". In terms of the Policy, Directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company's website at http://www.hmvl.in/pdf/Whistle Blower Policy HMVL.pdf .

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees' remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to hmvlinvestor@livehindustan.com.

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-C".

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-24 is available on the Company's website at https://www.hmvl.in/ pdf/HMVI Annual_Return_MGT-7_2024.pdf.

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as "Annexure-D".

CORPORATE GOVERNANCE

The Report on Corporate Governance in terms of Regulation 34 of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Ms. Malavika Bansal, Practicing Company Secretary is annexed herewith as "Annexure-E".

SECRETARIAL STANDARDS

Your Directors state that the Secretarial Standards (i.e. SS-1 and SS-2), relating to 'Meetings of the Board of Directors' and 'General Meetings', have been followed by the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company's policy in this regard, is available on the employee's intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. One complaint was under investigation as on March 31, 2023 and the same was redressed and closed during the year under review.

INTERNAL FINANCIAL CONTROLS

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company also has in place Internal control system which is supplemented by an extensive program of internal audits and their review by the Management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management Tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act;

2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme;

3. There was no change in the share capital of the Company;

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise;

5. The Company has not transferred any amount to the General Reserve;

6. The Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;

7 No material changes/commitments of the Company have occurred after the end of the financial year 2023-24 and till the date of this report, which affect the financial position of your Company;

8. No significant or material order was passed by any Regulator, Court or Tribunal which impact the 'going concern' status and Company's operations in future;

9. There was no change in the nature of business of the Company;

10. The Company is not required to maintain cost records as per Section 148(1) of the Act;

11. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016; and

12. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, readers, advertisers, customers, shareholders, investors, banks, vendors and suppliers.

Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.