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DIVIDEND

Your Directors did not recommend any dividend on the
Equity Shares of the Company for the financial year ended on
March 31, 2026.

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 identified risks and appropriateness of management’s
response to significant risks are reviewed periodically by the
Audit Committee. 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).

Further the Company also had one Limited Liability Partnership
(joint venture company) namely, HT Content Studio LLP (HTCS)
which has been stricken out by MCA w.e.f. September 08, 2025
on application by the Company. No other subsidiary, joint venture
or associate has been acquired/ ceased/ sold/ liquidated during
the financial year ended March 31, 2026.

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 for the financial year ended on
March 31, 2026 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, 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”, is available on the Company’s
website athttps://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, 2026.

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-26. 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_disclosure_2026.pdf.

Certificate dated August 4, 2026 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:

On the recommendation of the Nomination & Remuneration
Committee, the Board of Directors after considering the integrity,
knowledge, experience, expertise, and proficiency of Smt. Ruchira
Kamboj (DIN: 11068450), appointed her as Non-Executive
(Additional) Independent Directors of the Company effective

April 21, 2025 and the approval of the shareholders was also taken
through Postal Ballot on June 02, 2025, for her appointment as
Independent Director for a term of 5 years effective April 21, 2025.

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

Further, on the recommendation of Nomination and Remuneration
Committee, the Board of Directors accorded its approval to
appoint Shri Sameer Singh (DIN:08138465) as an Additional
Director (in capacity of Managing Director) of the Company
w.e.f. March 01, 2026 and recommended his appointment as the
Managing Director of the Company, liable to retire by rotation,
to hold office for a period of 5 (five) years with effect from
March 01, 2026, including the remuneration for a period of 3 (three)
years for the approval of the shareholders, which was regularised/
approved by the Members via postal ballot on March 05, 2026.

Re-appointment of Director retiring by rotation:

In accordance with the applicable provisions of the Act,
Shri Priyavrat Bhartia (DIN: 00020603), 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 Priyavrat Bhartia, for approval of
the Members, at the ensuing AGM.

The disclosures in respect to re-appointment of Director 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 Manhar Kapoor
(DIN: 06553730) had tendered his resignation as an Non¬
Executive Non-Independent Director of the Company w.e.f.
February 28, 2026.

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, 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 Managing Director (KMP) of the Company w.e.f.
March 1, 2026.

In terms of Section 203 of the Act, the KMPs of the Company as
on March 31, 2026 are Shri Sameer Singh, Managing Director;
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 S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/E300005), (“SRB”) were appointed as
Statutory Auditors of the Company, for a term of five (5) consecutive
years, at the AGM held on September 26, 2024.

The Auditors’ Report of SRB on Annual Financial Statements for
the financial year ended on March 31, 2026 does not contain any
qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Ms. Malavika Bansal, Practicing Company Secretary (ICSI Unique
Code: 12010DE741900) was appointed as Secretarial Auditor of
the Company, to conduct Secretarial Audit for a term of five (5)
consecutive years w.e.f. financial year 2026, at the AGM held on
September 25, 2025. The Secretarial Audit report for the financial
year ended on March 31, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer. The copy of said
Secretarial Audit report is annexed herewith as “Annexure-A”.

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 “Policy on Materiality of and dealing with Related Party
Transactions” is available on the Company’s website athttps://
www.hmvl.in/pdf/policy_materiality_dealing_related_party_
transactions_2022.pdf

Reference of Members is invited to Note nos. 34 & 35 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 athttps://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-26 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, 2026, 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,
2026, and of the Profit of the Company for the year ended on
March 31, 2026;

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, 2026, the Board met four times i.e.
May 19, 2025, August 04, 2025, November 10, 2025 and January
27, 2026. 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 athttp://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-26 is available
on the Company’s website athttps://www.hmvl.in/pdf/Annual_
Retun_FY-26.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

During the year under review, 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. Further, the
Company has in place proper systems to ensure compliance with
the provisions of the applicable secretarial standards issued by
The Institute of Company Secretaries of India and such systems
are adequate and operating effectively.

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 2025-26 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 04, 2026 DIN: 00020648