Your Directors are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated)
for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

Your Company's performance during the financial year ended on March 31, 2025, along with previous year's figures is
summarized below:

DIVIDEND

Your Directors did not recommend any dividend on the
Equity Shares of the Company for the financial year ended on
March 31, 2025.

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 (joint venture company) namely,
HT Content Studio LLP (HTCS). Your Company does not have
any other associate/ 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, 2025 are available on the Company's
website at https://www.hmvl.in/audited-financial-statements-
of-subsidiaries.html.

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, 2025.

No subsidiary, associate or joint venture has been acquired/
ceased/ sold/ liquidated during the financial year ended on
March 31, 2025.

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-25. 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%20Disclosure 31-Mar-25.pdf
Certificate dated August 4, 2025 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

Appointments/ Re-appointment:

During the period under review, 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 Vikas Agnihotri
(DIN:08174465 ) and Smt. Suchitra Rajendra (DIN: 07962214)
accorded its approval to appoint them as Additional Directors
(Independent) of the Company, not liable to retire by rotation,
w.e.f. March 15, 2025 for a period effective from March 15,
2025 till March 14, 2030, which was approved by the Members
through Postal Ballot on June 02, 2025.

Further, the Board of Directors, on the recommendation of
the Nomination and Remuneration Committee, and after
considering the integrity, knowledge, experience, expertise,
and proficiency of Smt. Ruchira Kamboj (DIN: 11068450)
accorded its approval to appoint her as an Additional Director
(Independent) of the Company, not liable to retire by rotation,
w.e.f. April 21, 2025 for a period effective from April 21, 2025
till April 20, 2030, which was approved by the Members
through Postal Ballot on June 02, 2025.

The Board of directors also on the recommendation of
Nomination and Remuneration Committee approved the
appointment of Shri Manhar Kapoor (DIN: 06553730) as a
Non-Executive Non-Independent Director on the Board of the
Company, w.e.f. April 21, 2025, which was approved by the
Members through Postal Ballot on June 02, 2025.

In accordance with the applicable provisions of the Act,
Smt. Shobhana Bhartia (DIN: 00020648), Director liable to
retire by rotation at the ensuing Annual General Meeting
(AGM), being eligible, has offered herself for re-appointment.
Your Directors commend re-appointment of Smt. Shobhana
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.

Resignation/ Cessation:

During the period under review, Shri Sameer Singh
(DIN: 08138465) had tendered his resignation as an
Independent Director on the board of the Company
w.e.f. February 28, 2025; and Shri Praveen Someshwar
(DIN: 01802656) has resigned from the position of Managing
Director of the Company w.e.f. February 28, 2025.

Further, the second term of Dr. Mukesh Aghi (DIN: 00292205)
and Ms. Savitri Kunadi (DIN: 00958901) as Independent
Directors of the Company expired on March 31, 2025 (close
of business hours).

Independent Directors Declaration

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 acknowledges the importance of Board
diversity in fostering rich discussions and ensuring
comprehensive evaluation of key matters presented before
the Board. In line with this commitment, the Board comprises

Directors with diverse backgrounds and expertise. Further,
in compliance with Section 149(1) of the Companies Act,
2013, your Company has appointed Woman Independent
Director(s) on its Board.

Key Managerial Personnel (KMP)

During the year under review, Shri Praveen Someshwar
has resigned from the position of Managing Director (KMP)
of the Company w.e.f. February 28, 2025. Pursuant to
the recommendation of the Nomination & Remuneration
Committee and approval of the Board of Directors of the
Company, Shri Sameer Singh was appointed as Chief
Executive Officer (KMP) of the Company w.e.f. March 1, 2025.

In terms of Section 203 of the Act, the KMPs of the
Company are Shri Sameer Singh, Chief Executive Officer;
Shri Samudra Bhattacharya, Chief Executive Officer;
Ms. Anna Abraham, Chief Financial Officer and Shri Nikhil
Sethi, Company Secretary.

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

M/s B S R and Associates, Chartered Accountants [Firm
Registration No. 128901W] (“B S R”) were appointed as Statutory
Auditors of the Company, for a term of five (5) consecutive
years, at the AGM held on September 19, 2019. The term of
the Statutory Auditors had expired on the conclusion of 14^th
AGM (Post-IPO) of the Company held on September 26, 2024.

Accordingly, after evaluation of M/s S.R. Batliboi & Co. LLP,
Chartered Accountants, (Firm Registration No. 301003E/
E300005), (“SRB”), on various criteria viz. competency, technical
capability, approach on transition, overall audit approach, sector
expertise and understanding of the business of the Company,
the shareholders on the recommendation of Audit Committee
and Board of Directors, have approved the appointment of SRB
as Statutory Auditors of the Company, in accordance with the
provisions of Section 139 of the Companies Act, 2013, for a term
of 5 (five) consecutive years to hold office from the conclusion
of 14^th AGM (Post-IPO) till the conclusion of 19^th AGM (Post-IPO)
of the Company to be held in the calendar year 2029.

The Auditors' Report of SRB on Annual Financial Statements for
the financial year ended on March 31, 2025 does not contain
any qualification, reservation or adverse remark or disclaimer.

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, 2025 and the report is annexed
herewith as “Annexure-A”. The Secretarial Audit Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

In terms of the Regulation 24A of SEBI Listing Regulations
the Board has recommended appointment of Ms. Malavika

Bansal, Practicing Company Secretary, (C.P No. 9159) as
Secretarial Auditor, for a period of 5 years w.e.f. FY 2026, for
approval of the members, at the ensuing AGM.

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 had entered into Material Related
Party Transactions, i.e. transactions exceeding ten percent
of the annual consolidated turnover as per the last audited
financial statements with HT Digital Streams Limited, a fellow
subsidiary Company. These transactions were in the ordinary
course of business of the Company and on arms' length terms,
therefore, provisions of Section 188(1) and related disclosure
under 188(2) of the Act were not applicable. However, the
details, in this regard, as Section 134(3)(h) of the Act, are given
in Form AOC-2, which is annexed herewith as “Annexure-B”.

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-25 is annexed herewith
as “Annexure-C”.

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, 2025, 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, 2025, and of the Profit of the
Company for the year ended on March 31, 2025;

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, 2025, the Board met
five times i.e. May 07, 2024, July 25, 2024, October 28,
2024, January 11, 2025 and February 03, 2025. 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-D”.

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-25
is available on the Company's website at https://www.hmvl.in/
pdfZAnnual-Retum_FY-25.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-E”.

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-F”.

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. No complaint was
reported to IC during the year under review.

Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

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 2024-25
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.

For and on behalf of the Board
(Shobhana Bhartia)

Place: New Delhi Chairperson

Date: August 4, 2025 DIN: 00020648